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Preview Full Doc	2002	Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million (5K) Doc #292392: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv12-23_release.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - December 23, 2002 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced today that one of its subsidiaries has entered into a definitive contract to acquire Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (Nasdaq National Market: CERG) for $56 million in cash. The closing of the transaction, which is subject to regulatory approvals and other customary conditions, is scheduled to close during the first quarter of 2003. Founded in 1913, Pyramid Life specializes in providing health and life insurance products to the senior market. These products include Medicare supplement, long-term care, life insurance, and annuities. Pyramid Life markets its products in 26 states through a career agency sales force of over 1,100 career agents operating out of 29 Senior Solutions Sales Centers. As of the end of the third quarter of 2002, Pyramid Life had approximately $110 million of premium in force and in excess of $100 million of assets. "This is an ideal acquisition for our company," stated Richard Barasch, chairman and CEO of Universal American. "Pyramid Life has a profitable block of in force premium and a first rate sales organization that has consistently produced high quality senior business. In the past year, production has increased by 15% to more than $25 million on an annualized basis. In addition, this acquisition will add further scale and efficiencies to our operations in the rapidly expanding senior market. Even though we will take advantage of our cost-effective and efficient service center to administer the business, we will preserve the marketing identity and quality service that has defined Pyramid Life." (more) {PAGE} Universal American Financial Corp. Page 2 December 23, 2002 Universal American also issued earnings guidance for 2003 in the range of $0.66 to $0.68 per diluted share before giving effect to this acquisition. Based on management estimates, the acquisition of Pyramid Life will be at least 5% accretive in the first year after the closing of the transaction. Banc of America Securities is acting as exclusive financial advisor to Universal American in this transaction. A conference call with management regarding this release is scheduled for 11:00 a.m. (Eastern), Monday, December 23, 2002. To listen to the live call, please go to the Company's website at www.uafc.com at least 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites. ABOUT CERES GROUP, INC. Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business segments. Ceres' Medical Segment includes major medical health insurance for individuals, associations and small businesses. The Senior Segment includes senior health, life and annuity products for Americans age 55 and over. For more information, visit www.ceresgp.com. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in the senior market. The Company is included on the Russell 2000 and 3000 Indexes. For more information on Universal American, please visit our website at www.uafc.com. Except for the historical information contained above, this document may contain some forward looking statements, including statements related to 2003 operating results, which involve a number of risks and uncertainties that could cause actual results to differ materially. These risk factors are listed from time to time in the Company's SEC reports. The estimate of the accretion of the transaction reflects the Company's best estimates based upon available information and numerous assumptions and, accordingly, may or may not be achieved if business conditions change or the assumptions that have been made prove not to be accurate. CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Robert A. Waegelein The Equity Group Inc. Executive Vice President & www.theequitygroup.com Chief Financial Officer (914) 934-8820 Linda Latman (212) 836-9609 Lauren Barbera (212) 836-9610 {/TEXT} {/DOCUMENT} 292392	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv12-23_release.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 UNIVERSAL AMERICAN FINANCIAL CORP . FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - _____________ UNIVERSAL AMERICAN FINANCIAL CORP – TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv12-23_release.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - December 23, 2002 - UNIVERSAL AMERICAN FINANCIAL CORP. ( _____________ UNIVERSAL AMERICAN FINANCIAL CORP – RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE ------------------------------------------- COMPANY FOR $56 MILLION ----------------------- Rye Brook, NY - December 23, 2002 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced today that one of its subsidiaries has entered into a definitive contract to acquire Pyramid _____________ Universal American Financial Corp – efficient service center to administer the business, we will preserve the marketing identity and quality service that has defined Pyramid Life." (more) {PAGE} Universal American Financial Corp . Page 2 December 23, 2002 Universal American also issued earnings guidance for 2003 in the range of $0.66 to $0.68 _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Senior Segment includes senior health, life and annuity products for Americans age 55 and over. For more information, visit www.ceresgp.com. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as _____________ dt 231245 ; Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Universal American Financial Corp. Signs Definitive Agreement to Acquire Pyramid Life Insurance Company for $56 Million: Ceres Group, – American") announced today that one of its subsidiaries has entered into a definitive contract to acquire Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (Nasdaq National Market: CERG) for $56 million in cash. The closing of the transaction, which is subject to regulatory approvals and _____________ CERES GROUP, – are unable to listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites. ABOUT CERES GROUP, INC. Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business _____________ Ceres Group, – listen live, the conference call will be archived and can be accessed for approximately 30 days at the websites. ABOUT CERES GROUP, INC. Ceres Group, Inc., through its insurance subsidiaries, provides a wide array of health and life insurance products through two primary business segments. Ceres' Medical _____________ dt 231271 ;	Pyramid Life Insurance Company
Preview Full Doc	2003	Universal American Financial Corp. Reports Record Third Quarter Results Universal American Financial Corp. Reports Record Third Quarter Results (26K) Doc #292382: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv11-14ex99_1.txt {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD THIRD QUARTER RESULTS Rye Brook, NY - November 4, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the third quarter ended September 30, 2003. THIRD QUARTER 2003 COMPARED TO THIRD QUARTER 2002 ------------------------------------------------- o Pre-tax operating income, excluding investment gains, increased 36% to $17.1 million; o Net operating income, excluding investment gains, increased 35% to $11.0 million; o Net operating EPS, excluding investment gains, increased 33% to $.20 per diluted share; o Reported net income, including investment gains, increased 37% to $11.4 million, or $.21 per diluted share; o Revenues, excluding investment gains, rose 69% to $141.3 million; and o Operating return on equity was 15.4%, as compared to 13.5%. NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2002 ------------------------------------ o Pre-tax operating income, excluding investment gains and a one-time non-cash charge in the first quarter of 2003 of $1.8 million related to the financing of the acquisition of Pyramid Life ("financing charge"), increased 30% to $45.9 million; o Net operating income, excluding investment gains and the financing charge, increased 29% to $29.9 million; o Net operating EPS, excluding investment gains and the financing charge, increased 28% to $.55 per diluted share; {PAGE} o Reported net income, including investment gains and the financing charge, was $30.0 million, or $.55 per diluted share; and o Revenues, excluding investment gains, rose 52% to $379.0 million. FINANCIAL RESULTS-THIRD QUARTER 2003 Universal American's reported net income for the third quarter of 2003 was $11.4 million, or $.21 per diluted share, compared to $8.3 million, or $.15 per diluted share in the third quarter of 2002. The components of net income were as follows: o We earned $11.0 million, or $.20 per diluted share from operations, excluding investment gains. This represents a 35% increase over the $8.2 million income from operations and a 33% increase over the $.15 per diluted share reported in the 2002 third quarter. Based on this measure of operating income, return on equity, excluding the effect of FAS 115, for the third quarter was 15.4% compared to 13.5% in the third quarter of last year. o We realized after tax investment gains of $.4 million, or $.01 per diluted share for the third quarter of 2003 compared to $.1 million in the third quarter of 2002. FINANCIAL RESULTS-NINE MONTHS ENDED SEPTEMBER 30, 2003 Universal American's reported net income for the first nine months of 2003 was $30.0 million, or $.55 per diluted share, compared to $19.1 million, or $.35 per share in 2002. The components of net income were as follows: o We earned $29.9 million, or $.55 per diluted share from operations, excluding investment gains and the financing charge. This represents a 29% increase over the $23.2 million income from operations and a 28% increase over the $.43 per diluted share reported in the first nine months of 2002. o We expensed $1.8 million, or $.02 per diluted share after tax, in unamortized deferred loan fees associated with the loan that we repaid in order to finance the Pyramid acquisition. o We had after tax investment gains of $1.2 million, or $.02 per diluted share, in the first nine months of 2003, compared to an after tax loss of $4.1 million, or $.08 per diluted share, in 2002. 2 {PAGE} BALANCE SHEET DATA Excluding the unrealized appreciation of the Company's investment portfolio, shareholders' equity was $293.2 million and fully diluted book value per common share was $5.32, a 17% increase over September 30, 2002. Since 1998, fully diluted book value per share, excluding the effect of FAS 115, has grown at a compounded rate of 17%. Shareholders' equity reported as of September 30, 2003 was $336.2 million, or $6.23 per common share, compared to $286.8 million, or $5.42 per common share on December 31, 2002. During the first nine months of 2003, total assets grew 22% to approximately $1.7 billion, largely as a result of the assets acquired in the Pyramid acquisition. MANAGEMENT COMMENTS Richard Barasch, chairman and CEO of Universal American, commented, "The results of the third quarter continue to reflect our organic growth strengthened by our recent acquisitions. We are particularly pleased that our return on equity grew to 15.4% for the quarter, reflecting our growth and the efficient management of our capital structure. SENIOR MARKET BROKERAGE "The top-line in our Senior Market Brokerage segment grew well, as gross premiums written increased by 9% over the third quarter of 2002 to $123.5 million. Revenues rose even faster, by 59%, to $65.0 million as we retained a larger percentage of our new business and benefited from the recapture in the second quarter of 2003 of a sizable in force block of Medicare supplement business that had been previously reinsured and the assumption in the fourth quarter of 2002 of a block of Medicare supplement business. "In the third quarter, our Medicare Supplement loss ratio in this line of business was 67.1%, an improvement over the 70.0% we incurred in the second quarter, but slightly higher than the 65.8% we incurred on this line in 292382	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Reports Record Third Quarter Results: [UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv11-14ex99_1.txt {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP . LOGO] FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD THIRD QUARTER RESULTS Rye Brook, NY - November 4, 2003 - UNIVERSAL AMERICAN FINANCIAL _____________ UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv11-14ex99_1.txt {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP . REPORTS RECORD THIRD QUARTER RESULTS Rye Brook, NY - November 4, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today _____________ UNIVERSAL AMERICAN FINANCIAL CORP – UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD THIRD QUARTER RESULTS Rye Brook, NY - November 4, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the third quarter ended September 30, 2003. THIRD QUARTER 2003 COMPARED _____________ UNIVERSAL AMERICAN FINANCIAL CORP – its quarterly earnings release. This supplemental financial data can be accessed at www.uafc.com (Under the heading "Investor Relations; Financial Reports"). ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as _____________ Universal American Financial Corp – This supplemental financial data can be accessed at www.uafc.com (Under the heading "Investor Relations; Financial Reports"). ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp . offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services _____________ dt 231236
Preview Full Doc	2003	Universal American Financial Corp. to Acquire Guarantee Reserve Life Insurance Company's Marketing Organization And Reinsure Policies Universal American Financial Corp. to Acquire Guarantee Reserve Life Insurance Company's Marketing Organization And Reinsure Policies (4K) Doc #292389: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}jd7-10ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. TO ACQUIRE GUARANTEE ------------------------------------------------------- RESERVE LIFE INSURANCE COMPANY'S MARKETING ORGANIZATION ------------------------------------------------------- AND REINSURE POLICIES --------------------- Rye Brook, NY -July 3, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced that effective July 1, 2003, it has agreed with Swiss Re and its newly acquired subsidiary, Guarantee Reserve Life Insurance Company ("Guarantee Reserve"), to acquire Guarantee Reserve's marketing organization (including all rights to do business with its field force), reinsure all future life insurance business and to reinsure a portion of the existing accident and health business. A Universal American insurance subsidiary will immediately file for regulatory authority to issue all the life insurance policy forms now being issued by Guarantee Reserve. Until such approval, Guarantee Reserve will continue to sell life insurance, which will be 50% reinsured by a Universal American subsidiary. After such approval, the Guarantee Reserve field force will sell the Universal American subsidiary's life insurance policies on the approved forms, which will be 50% reinsured by Swiss Re. Richard Barasch, Chairman and CEO of Universal American, commented, "This is a fine opportunity for Universal American to expand its sale of life insurance products. Last year, Guarantee Reserve wrote nearly $38 million in new life premium; we believe that nearly all of the producers who wrote this business will continue to write their business with us. In order to assure a smooth transition, we will have hired the marketing staff of Guarantee Reserve, which will give us experienced sales personnel and proven lead generation capability. We are especially delighted to work on this transaction with Swiss Re, a trusted leader in the insurance industry." (more) 5 {PAGE} Universal American Financial Corp. News Release Page 2 July 3, 2003 ABOUT SWISS RE Swiss Re is a leading reinsurer and the world's largest life and health reinsurer. The company is global, operating from 70 offices in 30 countries. Since its foundation in 1863, Swiss Re has been in the reinsurance business. Swiss Re has three business groups: Property & Casualty, Life & Health and Financial Services. Swiss Re offers a wide range of traditional reinsurance products and related services, which are complemented by insurance-based corporate finance solutions and supplementary services. Swiss Re is rated "AA+" by Standard & Poor's, "Aa1" by Moody's and "A++" by A.M. Best. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in the senior market. The Company is included on the Russell 2000 and 3000 Indexes. For more information on Universal American, please visit our website at www.uafc.com. Except for the historical information contained above, this document may contain some forward looking statements, which involve a number of risks and uncertainties that could cause actual results to differ materially. These risk factors are listed from time to time in the Company's SEC reports. #### #### #### CONTACT: - OR- INVESTOR RELATIONS COUNSEL: Robert A. Waegelein The Equity Group Inc. Executive Vice President & www.theequitygroup.com Chief Financial Officer (914) 934-8820 Linda Latman (212) 836-9609 Sarah Torres (212) 836-9611 6 {/TEXT} {/DOCUMENT} 292389	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. to Acquire Guarantee Reserve Life Insurance Company's Marketing Organization And Reinsure Policies: [UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}jd7-10ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP . LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. TO ACQUIRE GUARANTEE ------------------------------------------------------- RESERVE LIFE INSURANCE COMPANY'S MARKETING ORGANIZATION ------------------------------------------------------- AND REINSURE POLICIES --------------------- Rye _____________ UNIVERSAL AMERICAN FINANCIAL CORP – EX-99 {SEQUENCE}3 {FILENAME}jd7-10ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . TO ACQUIRE GUARANTEE ------------------------------------------------------- RESERVE LIFE INSURANCE COMPANY'S MARKETING ORGANIZATION ------------------------------------------------------- AND REINSURE POLICIES --------------------- Rye Brook, NY -July 3, 2003 - UNIVERSAL AMERICAN FINANCIAL _____________ UNIVERSAL AMERICAN FINANCIAL CORP – UNIVERSAL AMERICAN FINANCIAL CORP. TO ACQUIRE GUARANTEE ------------------------------------------------------- RESERVE LIFE INSURANCE COMPANY'S MARKETING ORGANIZATION ------------------------------------------------------- AND REINSURE POLICIES --------------------- Rye Brook, NY -July 3, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced that effective July 1, 2003, it has agreed with Swiss Re and its newly _____________ Universal American Financial Corp – capability. We are especially delighted to work on this transaction with Swiss Re, a trusted leader in the insurance industry." (more) 5 {PAGE} Universal American Financial Corp . News Release Page 2 July 3, 2003 ABOUT SWISS RE Swiss Re is a leading reinsurer and the world's largest life _____________ UNIVERSAL AMERICAN FINANCIAL CORP – and supplementary services. Swiss Re is rated "AA+" by Standard & Poor's, "Aa1" by Moody's and "A++" by A.M. Best. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as _____________ dt 231242
Preview Full Doc	2003	Universal American Financial Corp. Completes Acquisition of Pyramid Life Universal American Financial Corp. Completes Acquisition of Pyramid Life (3K) Doc #292391: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv4-1_ex991.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced that, through one of its subsidiaries, it completed today the acquisition of Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (NASDAQ National Market: CERG) for $57.5 million. Founded in 1913, Pyramid Life provides health and life insurance products to the senior market including Medicare supplement, long-term care, life insurance, and annuities. Pyramid Life markets its products in 26 states through a career agency sales force of over 1,100 career agents operating out of 29 Senior Solutions Sales Centers. "We believe this to be an ideal acquisition for our company," stated Richard Barasch, chairman and CEO of Universal American. "We are acquiring a company with a profitable block of in force premium and a productive and skilled sales organization that has consistently produced quality senior market business. In 2002, these agents wrote more than $26 million on an annualized basis. "In anticipation of the acquisition, we have already begun the integration of Pyramid," Mr. Barasch continued, "and we believe that most of the business will be converted onto our systems by the end of the year. While we will utilize our cost-effective and efficient service center to administer the business, we will preserve the marketing identity and quality service that has defined Pyramid Life." Banc of America Securities was the exclusive financial advisor to Universal American in this transaction. Raymond James acted as financial advisor to the Transaction Committee of the Board of Directors of Universal American. (more) {PAGE} Universal American Financial Corp. Page 2 March 31, 2003 ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in the senior market. The Company is included on the Russell 2000 and 3000 Indexes. For more information on Universal American, please visit our website at www.uafc.com. Except for the historical information contained above, this document may contain some forward looking statements, including statements related to 2003 operating results, which involve a number of risks and uncertainties that could cause actual results to differ materially. These risk factors are listed from time to time in the Company's SEC reports. The estimate of the accretion of the transaction reflects the Company's best estimates based upon available information and numerous assumptions and, accordingly, may or may not be achieved if business conditions change or the assumptions that have been made prove not to be accurate. CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Robert A. Waegelein The Equity Group Inc. Executive Vice President & www.theequitygroup.com ---------------------- Chief Financial Officer (914) 934-8820 Linda Latman (212) 836-9609 Sarah Torres (212) 836-9611 {/TEXT} {/DOCUMENT} 292391	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Completes Acquisition of Pyramid Life: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv4-1_ex991.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP . FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. ( _____________ UNIVERSAL AMERICAN FINANCIAL CORP – TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv4-1_ex991.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP . COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced _____________ UNIVERSAL AMERICAN FINANCIAL CORP – 1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF PYRAMID LIFE --------------------------- Rye Brook, NY - March 31, 2003 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") announced that, through one of its subsidiaries, it completed today the acquisition of Pyramid Life Insurance _____________ Universal American Financial Corp – in this transaction. Raymond James acted as financial advisor to the Transaction Committee of the Board of Directors of Universal American. (more) {PAGE} Universal American Financial Corp . Page 2 March 31, 2003 ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health _____________ UNIVERSAL AMERICAN FINANCIAL CORP – the Transaction Committee of the Board of Directors of Universal American. (more) {PAGE} Universal American Financial Corp. Page 2 March 31, 2003 ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as _____________ dt 231244 ; Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Universal American Financial Corp. Completes Acquisition of Pyramid Life: Ceres Group, – UHCO) ("Universal American") announced that, through one of its subsidiaries, it completed today the acquisition of Pyramid Life Insurance Company ("Pyramid Life") from Ceres Group, Inc. (NASDAQ National Market: CERG) for $57.5 million. Founded in 1913, Pyramid Life provides health and life insurance products to the _____________ dt 231270 ;	Pyramid Life Insurance Company
Preview Full Doc	2004	Universal American Financial Corp. Reports Record Second Quarter Results Universal American Financial Corp. Reports Record Second Quarter Results (38K) Doc #292367: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}2 {FILENAME}jd8-4ex_99.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD ------------------------------------------------- SECOND QUARTER RESULTS ---------------------- Rye Brook, NY - August 2, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the second quarter ended June 30, 2004. SECOND QUARTER 2004 COMPARED TO SECOND QUARTER 2003 --------------------------------------------------- Universal American reported net income of $13.0 million for the second quarter of 2004, an 18% increase over the $11.0 million reported last year. We earned $.23 per diluted share, an increase of 15% over the $.20 reported for the second quarter of 2003. Results for the second quarter of 2004 include the operations of Heritage Health Systems, Inc. ("Heritage") since May 28, 2004, the date of acquisition. Net income for the second quarter of 2004 included after-tax realized investment gains of $0.1 million, or $0.0 per diluted share. Net income for the second quarter of 2003 included after-tax realized investment gains of $0.8 million, or $.01 per diluted share. Total revenues for the second quarter of 2004 increased 21% to $166.5 million. Direct and assumed premiums for the second quarter of 2004 increased 12% to $208.4 million and net premiums for the second quarter increased 23% to $146.6 million, compared to the second quarter of 2003. Annualized return on equity (excluding FAS 115) for the second quarter 2004 was 15.9% which includes 20 basis points that resulted from capital gains realized in the second quarter of 2004 (see discussion of non-GAAP financial measures contained in the supplemental financial information later in this press release). (more) {PAGE} Universal American Financial Corp. Page 2 August 2, 2004 SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003 Our reported net income for the six months ended June 30, 2004 was $26.9 million, a 45% increase over the $18.6 million reported last year. We earned $.48 per diluted share an increase of 41% over the $.34 reported for the comparable period of 2003. Net income for the six months ended June 30, 2004 included after-tax realized investment gains of $2.5 million, or $.04 per diluted share. Net income for the six months ended June 30, 2003 included after-tax realized investment gains of $0.8 million, or $.01 per diluted share, and a charge of $1.8 million, or $.02 per diluted share after tax, relating to the expensing of unamortized deferred fees on the loan that was repaid in order to finance the Pyramid acquisition. Total revenues for the six months ended June 30, 2004 increased 38% to $325.0 million. Direct and assumed premiums for the six months ended June 30, 2004 increased 18% to $410.6 million and net premiums increased 43% to $282.7 million, compared to the six months ended June 30, 2003. Annualized return on equity (excluding FAS 115) for the six months ended June 30, 2004 was 16.8%, which includes 150 basis points that resulted from capital gains realized during that period (see discussion of non-GAAP financial measures contained in the supplemental financial information later in this press release). BALANCE SHEET DATA Stockholders' equity as of June 30, 2004 was $356.6 million, or $6.53 per common share, compared to $345.7 million, or $6.41 per common share, at December 31, 2003. Excluding the effect of FAS 115, which includes the net unrealized appreciation of the Company's investment portfolio, stockholders' equity was $336.1 million and fully diluted book value per common share was $6.03, an 18% increase since June 30, 2003 (see discussion of non-GAAP financial measures contained in the supplemental financial information later in this press release). Since 1998, fully diluted book value per share, excluding the effect of FAS 115, has grown at a compounded rate of 17.2%. (more) 2 {PAGE} Universal American Financial Corp. Page 3 August 2, 2004 MANAGEMENT COMMENTS Richard Barasch, chairman and CEO of Universal American, commented, "The second quarter of 2004 was another strong quarter for our company. In addition to our continued internal growth, we began to see the accretion from the acquisition of Heritage Health Systems. "Our efforts to expand distribution continue to succeed. Building on the two distribution forces that we acquired in 2003, we wrote $34.6 million of new business in the second quarter, which is 15% higher than in the comparable period in 2003. After taking into account our reduced use of reinsurance, our net retained new business produced in the second quarter of 2004 was approximately 20% higher than in the second quarter of 2003. CAREER AGENCY "The Career Agency division continued its excellent performance bolstered by the addition of Pyramid Life and increased sales of senior market products in Pennsylvania Life. With the addition of Pyramid, revenues increased 6% to $75.3 million and profits increased 32% to $12.9 million compared to the second quarter of 2003. "We continue to be excited with the results and prospects for our Senior Solutions program, which has spurred increased recruiting and sales. A prime indicator is that sales of senior market products in Pennsylvania Life increased 82% over the second quarter of 2003, representing 63% of Pennsylvania Life's new production. Thus far this year, we have designated 51 existing offices of Pennsylvania Life as Senior Solutions Service Centers ("SSSC's") in addition to the 30 SSSC's of Pyramid Life previously designated and opened 21 SSSC's in new locations. We should see further improvement in senior market sales from this activity. SENIOR MARKET BROKERAGE 292367	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Reports Record Second Quarter Results: [UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}2 {FILENAME}jd8-4ex_99.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP . LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD ------------------------------------------------- SECOND QUARTER RESULTS ---------------------- Rye Brook, NY - August 2, 2004 - UNIVERSAL AMERICAN FINANCIAL _____________ UNIVERSAL AMERICAN FINANCIAL CORP – EX-99 {SEQUENCE}2 {FILENAME}jd8-4ex_99.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . REPORTS RECORD ------------------------------------------------- SECOND QUARTER RESULTS ---------------------- Rye Brook, NY - August 2, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today _____________ UNIVERSAL AMERICAN FINANCIAL CORP – UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD ------------------------------------------------- SECOND QUARTER RESULTS ---------------------- Rye Brook, NY - August 2, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the second quarter ended June 30, 2004. SECOND QUARTER 2004 COMPARED _____________ Universal American Financial Corp – quarter of 2004 (see discussion of non-GAAP financial measures contained in the supplemental financial information later in this press release). (more) {PAGE} Universal American Financial Corp . Page 2 August 2, 2004 SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003 Our reported net _____________ Universal American Financial Corp – diluted book value per share, excluding the effect of FAS 115, has grown at a compounded rate of 17.2%. (more) 2 {PAGE} Universal American Financial Corp . Page 3 August 2, 2004 MANAGEMENT COMMENTS Richard Barasch, chairman and CEO of Universal American, commented, "The second quarter of 2004 was _____________ dt 231221 ;	Heritage Health Heritage Health Systems, Inc. ( Healthcare ) As referenced in this Universal American Financial Corp. Reports Record Second Quarter Results: Heritage Health Systems, Inc – of 15% over the $.20 reported for the second quarter of 2003. Results for the second quarter of 2004 include the operations of Heritage Health Systems, Inc . ("Heritage") since May 28, 2004, the date of acquisition. Net income for the second quarter of 2004 included after-tax realized investment _____________ Heritage Health Systems, Inc – be active, from both internal and external sources, and we expect to see continued growth in this segment. MEDICARE ADVANTAGE "The acquisition of Heritage Health Systems, Inc . closed on May 28, 2004, and we are delighted with the progess that has already been made. Just prior to the closing, _____________ Heritage Health Systems, Inc – sum of Stockholders' Equity (excluding FAS 115) plus Total Outstanding Bank Debt plus Trust Preferred Securities. (5) In connection with the acquisition of Heritage Health Systems, Inc . on May 28, 2004, we added a new segement, Medicare Advantage. This segment includes the operations of Heritage, as well as the _____________ dt 263969
Preview Full Doc	2004	Universal American Financial Corp. Completes Acquisition of Heritage Health Systems Universal American Financial Corp. Completes Acquisition of Heritage Health Systems (4K) Doc #292369: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv6-1ex99_1.txt {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF HERITAGE HEALTH SYSTEMS ACCELERATES ENTRY INTO MEDICARE ADVANTAGE MARKET S&P RATES UNIVERSAL AMERICAN'S DEBT "INVESTMENT GRADE" RYE BROOK, N.Y., May 28, 2004 -- Universal American Financial Corp. (NASDAQ: UHCO) ("Universal American") announced today that it has completed the previously contracted and announced acquisition of Heritage Health Systems, Inc. ("Heritage") for $98 million in cash. Founded in 1995, Heritage operates Medicare Advantage plans in Houston and Beaumont, Texas, and has approximately 16,000 Medicare members with annualized revenue of approximately $132 million. "This acquisition is an ideal fit for Universal American as it accelerates our entry to the Medicare Advantage market and expands our position as one of the leading providers of life and health insurance products to seniors," stated Richard Barasch, Chairman and CEO of Universal American. "With the addition of Heritage, recently obtained approvals to offer Medicare Advantage programs in the Northeast and our new Medicare-approved prescription drug discount card, our senior market product mix is one of the most comprehensive in our industry." Mr. Barasch continued, "Heritage has continued to perform well since the announcement of the acquisition in March 2004 and has begun to pick up marketing momentum. Our Senior Solutions centers in Houston/Beaumont area are embracing the opportunity to enlarge their product line by offering a managed care product. We expect the acquisition will be immediately accretive, adding approximately 5% to 7% to the balance of 2004 earnings." The transaction was financed with Universal American internal cash of approximately $33 million plus the proceeds of an amended and increased senior credit facility arranged by Banc of America Securities LLC. Standard & Poor's has assigned a `BBB-` rating to this $120 million credit facility. (more) {PAGE} Universal American Financial Corp. Page 2 May 28, 2004 Mr. Barasch commented, "We are gratified by the reaction of this rating agency toward this transaction. This is the first time Universal American has been given an investment grade rating on its debt and we believe it is a testament to the strength of our operations and the quality of our balance sheet." ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of health and life insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in the senior market. Universal American is included in the Russell 2000 and 3000 Indexes. For more information on Universal American, please visit our website at www.uafc.com. Except for the historical information contained above, this document may contain forward looking statements, including statements related to 2004 operating results, which involve a number of risks and uncertainties that could cause actual results to differ materially. These risk factors are listed from time to time in the Company's SEC reports. #### #### #### CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Robert A. Waegelein The Equity Group Inc. Executive Vice President & www.theequitygroup.com Chief Financial Officer (914) 934-8820 Sarah Torres (212) 836-9611 Linda Latman (212) 836-9609 {/TEXT} {/DOCUMENT} 292369	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Completes Acquisition of Heritage Health Systems: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv6-1ex99_1.txt {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP . FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. COMPLETES ACQUISITION OF HERITAGE HEALTH SYSTEMS ACCELERATES ENTRY INTO MEDICARE ADVANTAGE MARKET S&P RATES _____________ UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv6-1ex99_1.txt {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . COMPLETES ACQUISITION OF HERITAGE HEALTH SYSTEMS ACCELERATES ENTRY INTO MEDICARE ADVANTAGE MARKET S&P RATES UNIVERSAL AMERICAN'S DEBT "INVESTMENT GRADE" RYE _____________ Universal American Financial Corp – SYSTEMS ACCELERATES ENTRY INTO MEDICARE ADVANTAGE MARKET S&P RATES UNIVERSAL AMERICAN'S DEBT "INVESTMENT GRADE" RYE BROOK, N.Y., May 28, 2004 -- Universal American Financial Corp . (NASDAQ: UHCO) ("Universal American") announced today that it has completed the previously contracted and announced acquisition of Heritage Health Systems, Inc. ("Heritage") _____________ Universal American Financial Corp – arranged by Banc of America Securities LLC. Standard & Poor's has assigned a `BBB-` rating to this $120 million credit facility. (more) {PAGE} Universal American Financial Corp . Page 2 May 28, 2004 Mr. Barasch commented, "We are gratified by the reaction of this rating agency toward this transaction. This _____________ UNIVERSAL AMERICAN FINANCIAL CORP – its debt and we believe it is a testament to the strength of our operations and the quality of our balance sheet." ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of health and life insurance products, primarily to the senior market, as well as third _____________ dt 231223 ; Heritage Health Heritage Health Systems, Inc. ( Healthcare ) As referenced in this Universal American Financial Corp. Completes Acquisition of Heritage Health Systems: Heritage Health Systems, Inc – 28, 2004 -- Universal American Financial Corp. (NASDAQ: UHCO) ("Universal American") announced today that it has completed the previously contracted and announced acquisition of Heritage Health Systems, Inc . ("Heritage") for $98 million in cash. Founded in 1995, Heritage operates Medicare Advantage plans in Houston and Beaumont, Texas, and has approximately _____________ dt 263971 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Universal American Financial Corp. Completes Acquisition of Heritage Health Systems: Banc of America Securities LLC – financed with Universal American internal cash of approximately $33 million plus the proceeds of an amended and increased senior credit facility arranged by Banc of America Securities LLC . Standard & Poor's has assigned a `BBB-` rating to this $120 million credit facility. (more) {PAGE} Universal American Financial Corp. Page 2 _____________ dt 252039
Preview Full Doc	2004	Universal American Financial Corp. Reports Record First Quarter Results Universal American Financial Corp. Reports Record First Quarter Results (27K) Doc #292370: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}2 {FILENAME}jd5-7ex_99.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD ------------------------------------------------- FIRST QUARTER RESULTS --------------------- Rye Brook, NY - May 6, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the first quarter ended March 31, 2004. FIRST QUARTER 2004 COMPARED TO FIRST QUARTER 2003 Universal American reported net income of $.25 per diluted share, for the first quarter of 2004, an increase of 79% over the $.14 reported for the first quarter of 2003. We earned $13.9 million, an 84% increase over the $7.5 million reported last year. Net income for the first quarter of 2004 included after-tax realized investment gains of $2.3 million, or $.04 per diluted share. Net income for the first quarter of 2003 included after-tax realized investment gains of $0.1 million, or $.00 per diluted share, and a charge of $1.1 million, or $.02 per diluted share, from the early extinguishment of debt. Direct and assumed premiums for the first quarter of 2004 increased 26% to $202.3 million, compared to the first quarter of 2003. Net premiums for the first quarter increased 72% to $136.1 million, compared to the first quarter of 2003. (more) {PAGE} BALANCE SHEET DATA Stockholders' equity as of March 31, 2004 was $370.3 million, or $6.83 per common share, compared to $345.7 million, or $6.41 per common share, at December 31, 2003. Excluding the effect of FAS 115, which includes the net unrealized appreciation of the Company's investment portfolio, stockholders' equity was $321.0 million and fully diluted book value per common share was $5.79, an 18% increase since March 31, 2003. Since 1998, fully diluted book value per share, excluding the effect of FAS 115, has grown at a compounded rate of 17.2% (see discussion of non-GAAP financial measures contained in the supplemental financial information later in this press release). MANAGEMENT COMMENTS Richard Barasch, chairman and CEO of Universal American, commented, "We are off to a great start in 2004, with solid contributions coming from each of our business segments. We continue to execute our business plan, which includes consistent internal growth bolstered by opportunistic acquisitions. "Our efforts to expand distribution continue to succeed. Building on the two new distribution forces that we acquired in 2003, we wrote $39.0 million of new business in the first quarter, which is 46% higher than in the comparable period in 2003. After taking into account our reduced use of reinsurance, our net retained new business produced in the first quarter of 2004 was 72% higher than in the first quarter of 2003. "As we have discussed previously, first quarter results in our largest line of business - Medicare Supplement - are impacted by loss ratios that are seasonal and predictably higher than in the succeeding quarters. However, as compared to 2003, our first quarter loss ratio has improved, and we expect to see a continued improvement throughout the balance of the year, as projected. (more) 2 {PAGE} SENIOR MARKET BROKERAGE "Our Senior Market Brokerage segment had another strong quarter. Revenues rose by 44% to $75.5 million, as compared to the first quarter of 2003, and profits increased 14% to $3.5 million. "The increase in profitability was driven by increased revenue and improvement in our Medicare Supplement loss ratios as compared to last year. In the first quarter, our loss ratio in this line of business was 70.2%, compared to 73.2% in the first quarter of 2003. "Further, our effort to increase our sales of life insurance to complement our health insurance has been quite successful, largely due to the acquisition of the Guarantee Reserve Life field force. This activity began on July 1, 2003, and we wrote over $15.2 million of new life business during the second half of 2003 and $7.4 million during the first quarter of 2004, of which we retained half. CAREER AGENCY "The Career Agency division continued its excellent performance bolstered by the addition of Pyramid Life and increased sales of senior market products in Pennsylvania Life. With the addition of Pyramid, revenues increased 85% to $76.5 million and profits increased 42% to $13.4 million compared to the first quarter of 2003. Total new sales of $12.4 million, including the $6.1 million of business written by Pyramid, increased by 97% over the same period last year. "We completed as planned the integration of the operations of Pyramid into our existing facilities in January 2004. The acquisition of Pyramid was accretive in 2003, even taking into account the transition costs, and we are seeing even more benefit in 2004 as a result of increased revenues and administrative savings. "We are very happy with the early results of our roll out of the new Senior Solutions program, which has spurred increased recruiting. The best indicator is that sales of senior market products in Pennsylvania Life increased 36% over the first quarter of 2003. In the first quarter, we opened Senior Solutions Service Centers in six new locations. (more) 3 {PAGE} ADMINISTRATIVE SERVICES "CHCS Services, one of the country's leading senior market third-party administrators, continued its important contribution to the profitability and cash flow of our company. Revenues for the first quarter of 2004 increased by 9% to $14.0 million, as compared to those of the first quarter of 2003, and operating income increased 23% to $3.2 million. Earnings before interest, taxes, depreciation and amortization for the first quarter of 2004 increased 22% to $3.7 million, compared to the first quarter of 2003. The pipeline for new business continues to be active, from both internal and external sources, and we expect to see continued growth in this segment. PENDING ACQUISITION OF HERITAGE HEALTH SYSTEMS, INC. "We remain on track to close the acquisition of Heritage Health Systems, Inc. in the second quarter. Heritage has continued to perform well since the announcement of the transaction, and we remain excited about the 292370	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Reports Record First Quarter Results: [UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}2 {FILENAME}jd5-7ex_99.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP . LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD ------------------------------------------------- FIRST QUARTER RESULTS --------------------- Rye Brook, NY - May 6, 2004 - UNIVERSAL AMERICAN FINANCIAL _____________ UNIVERSAL AMERICAN FINANCIAL CORP – EX-99 {SEQUENCE}2 {FILENAME}jd5-7ex_99.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . REPORTS RECORD ------------------------------------------------- FIRST QUARTER RESULTS --------------------- Rye Brook, NY - May 6, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today _____________ UNIVERSAL AMERICAN FINANCIAL CORP – UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD ------------------------------------------------- FIRST QUARTER RESULTS --------------------- Rye Brook, NY - May 6, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the first quarter ended March 31, 2004. FIRST QUARTER 2004 COMPARED _____________ UNIVERSAL AMERICAN FINANCIAL CORP – its quarterly earnings release. This supplemental financial data can be accessed at www.uafc.com (under the heading "Investor Relations; Financial Reports"). ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of life and health insurance products, primarily to the senior market, as well as third _____________ Universal American Financial Corp – This supplemental financial data can be accessed at www.uafc.com (under the heading "Investor Relations; Financial Reports"). ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp . offers a portfolio of life and health insurance products, primarily to the senior market, as well as third party administrator services for _____________ dt 231224 ;	Heritage Health Heritage Health Systems, Inc. ( Healthcare ) As referenced in this Universal American Financial Corp. Reports Record First Quarter Results: HERITAGE HEALTH SYSTEMS, INC – continues to be active, from both internal and external sources, and we expect to see continued growth in this segment. PENDING ACQUISITION OF HERITAGE HEALTH SYSTEMS, INC . "We remain on track to close the acquisition of Heritage Health Systems, Inc. in the second quarter. Heritage has continued to perform _____________ Heritage Health Systems, Inc – to see continued growth in this segment. PENDING ACQUISITION OF HERITAGE HEALTH SYSTEMS, INC. "We remain on track to close the acquisition of Heritage Health Systems, Inc . in the second quarter. Heritage has continued to perform well since the announcement of the transaction, and we remain excited about the _____________ dt 263972
Preview Full Doc	2004	Universal American Financial Corp. Reports Record Fourth Quarter Results Universal American Financial Corp. Reports Record Fourth Quarter Results (32K) Doc #292373: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}jd3-24ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS ------------------------------------------ RECORD FOURTH QUARTER RESULTS ----------------------------- Rye Brook, NY - February 19, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the fourth quarter and year ended December 31, 2003. FOURTH QUARTER 2003 ------------------- o Net income increased 19% to $13.1 million, or $.23 per diluted share; o Pre-tax income increased 36% to $20.5 million; and o Return on equity was 17.5%. FULL YEAR 2003 -------------- o Net income increased 43% to $43.1 million, or $.78 per diluted share; o Pre-tax income increased 51% to $66.5 million; and o Return on equity was 15.3%. FOURTH QUARTER 2003 COMPARED TO FOURTH QUARTER 2002 Universal American reported net income of $13.1 million for the fourth quarter of 2003, an increase of 19% over the $11.0 million for the fourth quarter of 2002. We earned $.23 per diluted share, an increase of 15% compared to $.20 per diluted share in the fourth quarter of 2002. Net income for the fourth quarter of 2003 included: o after tax realized investment gains of $.1 million, or $.00 per diluted share. Net income for the fourth quarter of 2002 included: o after tax realized investment gains of $0.7 million, or $.01 per diluted share; and o a benefit of $1.6 million from the release of a portion of a tax valuation reserve that added $.03 per diluted share. (more) {PAGE} Direct and assumed premiums for the fourth quarter of 2003 increased 26% to $192.0 million, compared to the fourth quarter of 2002. Net premiums for the fourth quarter increased 82% to 127.6 million, compared to the fourth quarter of 2002. FULL YEAR 2003 COMPARED TO FULL YEAR 2002 Universal American reported net income of $43.1 million for the full year 2003, an increase of 43% over the $30.1 million for 2002. We earned $.78 per diluted share, a 39% increase over the $.56 per share in 2002. Net income for 2003 included: o after tax realized investment gains of $1.3 million, or $.02 per diluted share; and o a charge of $1.8 million, or $.02 per diluted share after tax, relating to the expensing of unamortized deferred fees on the loan that was repaid in order to finance the Pyramid acquisition. Net income for 2002 included: o after tax realized investment losses of $3.3 million, or $.06 per diluted share; and o a benefit from the release of a portion of a tax valuation reserve that added $.03 per diluted share. Direct and assumed premiums for the full year 2003 increased 23% to $727.5 million, compared to the full year 2002. Net premiums for the full year increased 68% to $447.0 million, compared to 2002. BALANCE SHEET DATA Shareholders' equity as of December 31, 2003 was $345.7 million, or $6.41 per common share, compared to $286.8 million, or $5.42 per common share on December 31, 2002. Excluding the effect of FAS 115 which includes the net unrealized appreciation of the Company's investment portfolio, shareholders' equity was $305.9 million and fully diluted book value per common share was $5.55, a 16% increase over December 31, 2002. Since 1998, fully diluted book value per share, excluding the effect of FAS 115, has grown at a compounded rate of 17%. (see discussion of non-GAAP financial measures on page 9 of this press release). (more) 2 {PAGE} During 2003, total assets grew 27% to approximately $1.8 billion, largely as a result of the assets acquired in the Pyramid acquisition. MANAGEMENT COMMENTS Richard Barasch, chairman and CEO of Universal American, commented, "Our outstanding results for the fourth quarter capped a terrific year for our company. Our strategy for many years has been to grow steadily from operations and to use our transaction capabilities opportunistically to augment our growth. In 2003, our transaction activity was particularly successful, highlighted by the acquisition and integration of Pyramid Life. This activity, in addition to our solid organic growth, led to record revenues and earnings in all segments of our business. For the full year 2003, we wrote $131 million of new business; in the fourth quarter, after we integrated the new distribution forces that we acquired earlier in the year, we wrote $37.6 million of new business, 36% higher than in the comparable period in 2002. After taking into account our reduced use of reinsurance, our new net retained business for the year 2003 was 42% higher than 2002. We continue to be optimistic about our ability to sustain our target internal growth rate, and we will continue to seek attractive acquisition opportunities. We began 2004 with a strong balance sheet and several available sources of cash flow that we believe will enable us to support our continued growth. We were particularly pleased with the increase in our return on equity to just over 17.5% for the fourth quarter and 15.3% for the full year. SENIOR MARKET BROKERAGE "Our Senior Market Brokerage segment had an outstanding quarter and 292373	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Reports Record Fourth Quarter Results: [UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}jd3-24ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP . LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS ------------------------------------------ RECORD FOURTH QUARTER RESULTS ----------------------------- Rye Brook, NY - February 19, 2004 - UNIVERSAL AMERICAN FINANCIAL _____________ UNIVERSAL AMERICAN FINANCIAL CORP – EX-99 {SEQUENCE}3 {FILENAME}jd3-24ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . REPORTS ------------------------------------------ RECORD FOURTH QUARTER RESULTS ----------------------------- Rye Brook, NY - February 19, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP. (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today _____________ UNIVERSAL AMERICAN FINANCIAL CORP – UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS ------------------------------------------ RECORD FOURTH QUARTER RESULTS ----------------------------- Rye Brook, NY - February 19, 2004 - UNIVERSAL AMERICAN FINANCIAL CORP . (NASDAQ NATIONAL MARKET: UHCO) ("Universal American") today announced record results for the fourth quarter and year ended December 31, 2003. FOURTH QUARTER _____________ UNIVERSAL AMERICAN FINANCIAL CORP – its quarterly earnings release. This supplemental financial data can be accessed at www.uafc.com (under the heading "Investor Relations; Financial Reports"). ABOUT UNIVERSAL AMERICAN FINANCIAL CORP . Universal American Financial Corp. offers a portfolio of life and supplemental health insurance products, primarily to the senior market, as well as _____________ Universal American Financial Corp – This supplemental financial data can be accessed at www.uafc.com (under the heading "Investor Relations; Financial Reports"). ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp . offers a portfolio of life and supplemental health insurance products, primarily to the senior market, as well as third party administrator services _____________ dt 231227
Preview Full Doc	2004	Universal American Financial Corp. to Strengthen Senior Market Focus by Entering the Medicare Advantage Market With Planned Acquisition of Heritage Health Systems Universal American Financial Corp. to Strengthen Senior Market Focus by Entering the Medicare Advantage Market With Planned Acquisition of Heritage Health Systems (6K) Doc #292375: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv3-9ex99_1.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. TO STRENGTHEN SENIOR MARKET FOCUS BY ENTERING THE MEDICARE ADVANTAGE MARKET WITH PLANNED ACQUISITION OF HERITAGE HEALTH SYSTEMS RYE BROOK, N.Y., March 9, 2004 -- Universal American Financial Corp., (NASDAQ: UHCO) ("Universal American"), announced today that it has signed a definitive contract to acquire Heritage Health Systems, Inc. ("Heritage"), a privately owned managed care company that operates Medicare Advantage plans in Houston and Beaumont, Texas, for approximately $98 million in cash. The closing of the acquisition is subject to regulatory approvals and other customary conditions, and is expected to occur in the second quarter of 2004. Founded in 1995, Heritage now has approximately 15,700 Medicare members with annualized revenue of approximately $132 million, up from 14,150 members and revenue of approximately $102 million in 2002. Management estimates that the acquisition will be immediately accretive, adding approximately 5-7% to earnings. Universal American intends to finance this acquisition using approximately $34 million of cash on hand, with the balance coming from the proceeds of a senior credit facility to be provided by Banc of America Securities LLC. In connection with this refinancing, the Company will incur a second quarter non-cash after-tax expense of approximately $1.1 million relating to the unamortized fees on the current facility that will be replaced. Richard A. Barasch, chairman and CEO of Universal American, commented, "We are very excited about this acquisition since we have been actively seeking appropriate entry points into the Medicare Advantage market to complement our strength in the Medicare Supplement market. The acquisition of Heritage is ideal to expand and strengthen our position in the senior market, allowing us to offer a broad array of indemnity and managed care products." (more) {PAGE} Universal American Financial Corp. Page 2 March 9, 2004 Mr. Barasch continued, "In 2003, the U.S. Congress enacted legislation that will have a profound effect on the delivery of health insurance benefits to the senior population. In addition to the highly publicized drug insurance program, there are several provisions of the new legislation that encourage private companies to offer improved programs through the Medicare Advantage program. As we examined the potential effects of the legislation and our growing presence in the senior market, we concluded that Universal American is well situated to offer innovative Medicare Advantage programs in selected markets. Consequently, we have filed applications for Medicare Advantage programs in two of our best markets, New York and Pennsylvania, which we expect will be approved in the second quarter. We also have been looking actively at other programs that will enable us to leverage our strength in the senior market. "The Heritage acquisition accelerates our entry to the Medicare Advantage market and should prove to be another example of our ability to execute strategically and financially accretive transactions. Heritage gives us a platform upon which to build our other initiatives in the Medicare Advantage market. The Heritage management team, who will continue to lead the organization, is highly skilled in the senior managed care business, and the administrative infrastructure that they have built will advance our ability to enter new markets in Texas and elsewhere. "Heritage has created a successful model that aligns the interests of the provider community, especially the primary care and specialist physicians who are committed to serving enrolled Medicare members, with the interests of the health plan and its members. Significantly, Heritage was performing well prior to the implementation of the new Medicare rate structure and we believe that this model will have application in other selected markets." Mr. Barasch concluded, "Texas is currently Universal American's second largest state in terms of premium in force. The addition of Heritage's Medicare Advantage program will enable us to offer a broader range of products through our existing distribution. We expect that our Senior Solutions centers in Texas will embrace the opportunity to enlarge their product line." Banc of America Securities LLC acted as the exclusive financial advisor to Universal American in this transaction. (more) {PAGE} Universal American Financial Corp. Page 3 March 9, 2004 CONFERENCE CALL Universal American will host a conference call at 11:00 am Eastern Time on Wednesday, March 10, 2004 to discuss the acquisition of Heritage. Interested parties may participate in the call by dialing 973-317-5319. Please call in 10 minutes before the scheduled time and ask for the Universal American call. This conference call will also be webcast live over the Internet and can be accessed at Universal American's website at www.uafc.com. To listen to the live call, please go to the website at least 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 60 days. ABOUT UNIVERSAL AMERICAN FINANCIAL CORP. Universal American Financial Corp. offers a portfolio of supplemental life and health insurance products, primarily to the senior market, as well as third party administrator services for insurance and non-insurance programs in the senior market. For more information on Universal American, please visit www.uafc.com. Except for the historical information contained above, this document may contain forward looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially. These risk factors are listed from time to time in the Company's SEC reports. #### #### #### CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Robert A. Waegelein The Equity Group Inc. Executive Vice President & www.theequitygroup.com Chief Financial Officer (914) 934-8820 Sarah Torres (212) 836-9611 Linda Latman (212) 836-9609 {/TEXT} {/DOCUMENT} 292375	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. to Strengthen Senior Market Focus by Entering the Medicare Advantage Market With Planned Acquisition of Heritage Health Systems: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv3-9ex99_1.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP . FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. TO STRENGTHEN SENIOR MARKET FOCUS BY ENTERING THE MEDICARE ADVANTAGE MARKET WITH PLANNED ACQUISITION OF _____________ UNIVERSAL AMERICAN FINANCIAL CORP – TYPE}EX-99 {SEQUENCE}3 {FILENAME}mv3-9ex99_1.txt {DESCRIPTION}99.1 {TEXT} Exhibit 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP . TO STRENGTHEN SENIOR MARKET FOCUS BY ENTERING THE MEDICARE ADVANTAGE MARKET WITH PLANNED ACQUISITION OF HERITAGE HEALTH SYSTEMS RYE BROOK, N.Y., _____________ Universal American Financial Corp – SENIOR MARKET FOCUS BY ENTERING THE MEDICARE ADVANTAGE MARKET WITH PLANNED ACQUISITION OF HERITAGE HEALTH SYSTEMS RYE BROOK, N.Y., March 9, 2004 -- Universal American Financial Corp ., (NASDAQ: UHCO) ("Universal American"), announced today that it has signed a definitive contract to acquire Heritage Health Systems, Inc. ("Heritage"), a privately _____________ Universal American Financial Corp – and strengthen our position in the senior market, allowing us to offer a broad array of indemnity and managed care products." (more) {PAGE} Universal American Financial Corp . Page 2 March 9, 2004 Mr. Barasch continued, "In 2003, the U.S. Congress enacted legislation that will have a profound effect _____________ Universal American Financial Corp – enlarge their product line." Banc of America Securities LLC acted as the exclusive financial advisor to Universal American in this transaction. (more) {PAGE} Universal American Financial Corp . Page 3 March 9, 2004 CONFERENCE CALL Universal American will host a conference call at 11:00 am Eastern Time on Wednesday, _____________ dt 231229 ; Heritage Health Heritage Health Systems, Inc. ( Healthcare ) As referenced in this Universal American Financial Corp. to Strengthen Senior Market Focus by Entering the Medicare Advantage Market With Planned Acquisition of Heritage Health Systems: Heritage Health Systems, Inc – Y., March 9, 2004 -- Universal American Financial Corp., (NASDAQ: UHCO) ("Universal American"), announced today that it has signed a definitive contract to acquire Heritage Health Systems, Inc . ("Heritage"), a privately owned managed care company that operates Medicare Advantage plans in Houston and Beaumont, Texas, for approximately $98 million in _____________ dt 263973 ;	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Universal American Financial Corp. to Strengthen Senior Market Focus by Entering the Medicare Advantage Market With Planned Acquisition of Heritage Health Systems: Banc of America Securities LLC – approximately $34 million of cash on hand, with the balance coming from the proceeds of a senior credit facility to be provided by Banc of America Securities LLC . In connection with this refinancing, the Company will incur a second quarter non-cash after-tax expense of approximately $1.1 million _____________ Banc of America Securities LLC – products through our existing distribution. We expect that our Senior Solutions centers in Texas will embrace the opportunity to enlarge their product line." Banc of America Securities LLC acted as the exclusive financial advisor to Universal American in this transaction. (more) {PAGE} Universal American Financial Corp. Page 3 March 9, _____________ dt 252040
Full Doc	2004	Universal American Financial Corp. Reports Record Fourth Quarter Results Universal American Financial Corp. Reports Record Fourth Quarter Results (31K) Doc #292377: This document is immediately available for purchase, but does not have a preview available for viewing. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}jd2-19ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD FOURTH QUARTER RESULTS Rye Brook, NY - February 19, 2004 - Universal American Financial Corp. (NASDAQ National Market: UHCO) ("Universal American") today announced record results for the fourth quarter and year ended December 31, 2003. Fourth Quarter 2003 ------------------- o Net income increased 19% to $13.1 million, or $.23 per diluted share; o Pre-tax income increased 36% to $20.5 million; and o Return on equity was 17.5%. Full Year 2003 -------------- o Net income increased 43% to $43.1 million, or $.78 per diluted share; o Pre-tax income increased 51% to $66.5 million; and o Return on equity was 15.3%. Fourth Quarter 2003 Compared to Fourth Quarter 2002 Universal American reported net income of $13.1 million for the fourth quarter of 2003, an increase of 19% over the $11.0 million for the fourth quarter of 2002. We earned $.23 per diluted share, an increase of 15% compared to $.20 per diluted share in the fourth quarter of 2002. Net income for the fourth quarter of 2003 included: o after tax realized investment gains of $.1 million, or $.00 per diluted share. Net income for the fourth quarter of 2002 included: o after tax realized investment gains of $0.7 million, or $.01 per diluted share; and o a benefit of $1.6 million from the release of a portion of a tax valuation reserve that added $.03 per diluted share. {PAGE} Direct and assumed premiums for the fourth quarter of 2003 increased 26% to $192.0 million, compared to the fourth quarter of 2002. Net premiums for the fourth quarter increased 82% to 127.6 million, compared to the fourth quarter of 2002. Full Year 2003 Compared to Full Year 2002 Universal American reported net income of $43.1 million for the full year 2003, an increase of 43% over the $30.1 million for 2002. We earned $.78 per diluted share, a 39% increase over the $.56 per share in 2002. Net income for 2003 included: o after tax realized investment gains of $1.3 million, or $.02 per diluted share; and o a charge of $1.8 million, or $.02 per diluted share after tax, relating to the expensing of unamortized deferred fees on the loan that was repaid in order to finance the Pyramid acquisition. Net income for 2002 included: o after tax realized investment losses of $3.3 million, or $.06 per diluted share; and o a benefit from the release of a portion of a tax valuation reserve that added $.03 per diluted share. Direct and assumed premiums for the full year 2003 increased 23% to $727.5 million, compared to the full year 2002. Net premiums for the full year increased 68% to $447.0 million, compared to 2002. Balance Sheet Data Shareholders' equity as of December 31, 2003 was $345.7 million, or $6.41 per common share, compared to $286.8 million, or $5.42 per common share on December 31, 2002. Excluding the effect of FAS 115 which includes the net unrealized appreciation of the Company's investment portfolio, shareholders' equity was $305.9 million and fully diluted book value per common share was $5.55, a 16% increase over December 31, 2002. Since 1998, fully diluted book value per share, excluding the effect of FAS 115, has grown at a compounded rate of 17%. (see discussion of non-GAAP financial measures on page 9 of this press release). During 2003, total assets grew 27% to approximately $1.8 billion, largely as a result of the assets acquired in the Pyramid acquisition. Management Comments Richard Barasch, chairman and CEO of Universal American, commented, "Our outstanding results for the fourth quarter capped a terrific year for our company. Our strategy for many years has been to grow steadily from operations and to use our transaction capabilities opportunistically to augment our growth. In 2003, our transaction activity was particularly successful, highlighted by {PAGE} the acquisition and integration of Pyramid Life. This activity, in addition to our solid organic growth, led to record revenues and earnings in all segments of our business. For the full year 2003, we wrote $131 million of new business; in the fourth quarter, after we integrated the new distribution forces that we acquired earlier in the year, we wrote $37.6 million of new business, 36% higher than in the comparable period in 2002. After taking into account our reduced use of reinsurance, our new net retained business for the year 2003 was 42% higher than 2002. We continue to be optimistic about our ability to sustain our target internal growth rate, and we will continue to seek attractive acquisition opportunities. We began 2004 with a strong balance sheet and several available sources of cash flow that we believe will enable us to support our continued growth. We were particularly pleased with the increase in our return on equity to just over 17.5% for the fourth quarter and 15.3% for the full year. Senior Market Brokerage "Our Senior Market Brokerage segment had an outstanding quarter and full year. Revenues rose by 57% to $70.5 million as compared to the fourth quarter of 2002 and profits increased by 64% to $5.8 million. These increases resulted from higher retention of new business and the recapture of a sizable in force block of Medicare supplement business that had been previously reinsured. These factors all helped offset the anticipated slowdown in new Medicare Supplement sales. For the full year 2003, revenues rose by 52% to $251.3 million 292377	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp. Reports Record Fourth Quarter Results: [UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}jd2-19ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP . LOGO] UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD FOURTH QUARTER RESULTS Rye Brook, NY - February 19, 2004 - Universal American Financial Corp. (NASDAQ National _____________ UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}jd2-19ex99_1.txt {DESCRIPTION}99.1 {TEXT} EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] UNIVERSAL AMERICAN FINANCIAL CORP . REPORTS RECORD FOURTH QUARTER RESULTS Rye Brook, NY - February 19, 2004 - Universal American Financial Corp. (NASDAQ National Market: UHCO) ("Universal American") today _____________ Universal American Financial Corp – EXHIBIT 99.1 [UNIVERSAL AMERICAN FINANCIAL CORP. LOGO] UNIVERSAL AMERICAN FINANCIAL CORP. REPORTS RECORD FOURTH QUARTER RESULTS Rye Brook, NY - February 19, 2004 - Universal American Financial Corp . (NASDAQ National Market: UHCO) ("Universal American") today announced record results for the fourth quarter and year ended December 31, 2003. Fourth Quarter _____________ Universal American Financial Corp – its quarterly earnings release. This supplemental financial data can be accessed at www.uafc.com (under the heading "Investor Relations; Financial Reports"). About Universal American Financial Corp . Universal American Financial Corp. offers a portfolio of life and supplemental health insurance products, primarily to the senior market, as well as _____________ Universal American Financial Corp – This supplemental financial data can be accessed at www.uafc.com (under the heading "Investor Relations; Financial Reports"). About Universal American Financial Corp. Universal American Financial Corp . offers a portfolio of life and supplemental health insurance products, primarily to the senior market, as well as third party administrator services _____________ dt 231231
Preview Full Doc	2007	Administrative Services Agreement Administrative Services Agreement (32K) Doc #3185617: Click preview link for longer preview. ADMINISTRATIVE SERVICES AGREEMENT AGREEMENT made as of the 3/rd/ day of January, 2005, by and between IXIS Asset Management Advisors, L.P., a Delaware limited partnership ("IXIS Advisors"), and CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I, Loomis Sayles Funds I and Loomis Sayles Funds II (collectively, the "Trusts"). WITNESSETH: WHEREAS, each Trust is registered as an open-end management investment company . . . 3185617	UAF Universal American Financial Corp. ( Accident & Health Insurance )
Preview Full Doc	2007	Advisory Agreement Advisory Agreement (15K) Doc #3185607: Click preview link for longer preview. GATEWAY FUND Advisory Agreement AGREEMENT made the __ day of February, 2008, by and between THE GATEWAY TRUST, a Massachusetts business trust (the "Fund"), with respect to its Gateway Fund series (the "Series"), and Gateway Investment Advisers, LLC, a Delaware limited liability company (the "Manager"). WITNESSETH: WHEREAS, the Fund and the Manager wish to enter into an agreement setting forth the terms upon which the Manager (or certain other . . . 3185607	UAF Universal American Financial Corp. ( Accident & Health Insurance )
Preview Full Doc	2004	Agreement and Plan of Merger Agreement and Plan of Merger (245K) Doc #292376: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}4 {FILENAME}mv3-9ex99_2.txt {DESCRIPTION}99.2 {TEXT} Exhibit 99.2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG UNIVERSAL AMERICAN FINANCIAL CORP., HHS ACQUISITION CORP., HERITAGE HEALTH SYSTEMS, INC. AND CARLYLE VENTURE PARTNERS, L.P., as the Stockholder Representative Dated as of March 9, 2004 {PAGE} TABLE OF CONTENTS ----------------- {TABLE} {CAPTION} Section Page ------- ---- {S} {C} Article I DEFINITIONS ...............................................................................1 1.1 Certain Definitions.............................................................................1 Article II THE MERGER................................................................................10 2.1 The Merger.....................................................................................10 2.2 Closing........................................................................................10 2.3 Effective Time.................................................................................10 2.4 Effects of the Merger..........................................................................10 2.5 Certificate of Incorporation and By-laws.......................................................10 2.6 Directors......................................................................................11 2.7 Officers.......................................................................................11 Article III EFFECT OF THE MERGER ON THE SECURITIES OF THE COMPANY AND MERGER SUB......................11 3.1 Effect on Capital Stock........................................................................11 3.2 Payment for Company Securities.................................................................15 3.3 Aggregate Consideration Spreadsheet............................................................18 3.4 Stockholder Representative Reserve.............................................................18 3.5 Payment of Bonuses and Transaction Expenses....................................................19 Article IV TERMINATION, AMENDMENT AND WAIVER.........................................................19 4.1 Termination of Agreement.......................................................................19 4.2 Procedure Upon Termination.....................................................................20 4.3 Effect of Termination..........................................................................20 Article V REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................................20 5.1 Organization and Good Standing.................................................................20 5.2 Authorization of Agreement.....................................................................20 5.3 Conflicts; Consents of Third Parties...........................................................21 5.4 Capitalization.................................................................................22 5.5 Subsidiaries...................................................................................22 5.6 Corporate Records..............................................................................23 5.7 Financial Statements...........................................................................23 5.8 No Undisclosed Liabilities.....................................................................25 {PAGE} 5.9 Absence of Certain Developments................................................................25 5.10 Taxes..........................................................................................27 5.11 Real Property..................................................................................30 5.12 Assets.........................................................................................31 5.13 Intellectual Property..........................................................................31 5.14 Material Contracts.............................................................................32 5.15 Employee Benefits .............................................................................34 5.16 Labor..........................................................................................36 5.17 Litigation.....................................................................................36 5.18 Compliance with Laws; Authorizations...........................................................37 5.19 Environmental Matters..........................................................................38 5.20 Insurance......................................................................................38 5.21 Providers......................................................................................39 5.22 Members........................................................................................39 5.23 Related Party Transactions.....................................................................39 5.24 Fraud and Abuse................................................................................39 5.25 Health Professional's Financial Relationships; Disqualified Individuals........................40 292376	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Agreement and Plan of Merger: UNIVERSAL AMERICAN FINANCIAL CORP – SEQUENCE}4 {FILENAME}mv3-9ex99_2.txt {DESCRIPTION}99.2 {TEXT} Exhibit 99.2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG UNIVERSAL AMERICAN FINANCIAL CORP ., HHS ACQUISITION CORP., HERITAGE HEALTH SYSTEMS, INC. AND CARLYLE VENTURE PARTNERS, L.P., as the Stockholder Representative Dated as of March 9, _____________ Universal American Financial Corp – PAGE} AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of March 9, 2004 (this "Agreement"), by and among Universal American Financial Corp ., a corporation existing under the laws of New York ("Parent"), HHS Acquisition Corp., a corporation existing under the laws of Delaware and _____________ Universal American Financial Corp – Avenue, NW Suite 220 South Washington, DC 20004-2505 Facsimile: (202) 347-1818 Attention:Ryan Schwarz If to Parent or Merger Sub, to: Universal American Financial Corp . Six International Drive, Suite 190 Rye Brook, N.Y. 10573 Facsimile: (914) 934-2949 Attention: Robert A. Waegelein 64 {PAGE} With a _____________ UNIVERSAL AMERICAN FINANCIAL CORP – hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above. UNIVERSAL AMERICAN FINANCIAL CORP . By: ------------------------------------------------ Name: Title: HHS ACQUISITION CORP. By: ------------------------------------------------ Name: Title: HERITAGE HEALTH SYSTEMS, INC. By: ------------------------------------------------ Name: Title: CARLYLE VENTURE PARTNERS, L.P. By: ------------------------------------------------ _____________ dt 231230 ; Heritage Health Heritage Health Systems, Inc. ( Healthcare ) As referenced in this Agreement and Plan of Merger: HERITAGE HEALTH SYSTEMS, INC – 99.2 {TEXT} Exhibit 99.2 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG UNIVERSAL AMERICAN FINANCIAL CORP., HHS ACQUISITION CORP., HERITAGE HEALTH SYSTEMS, INC . AND CARLYLE VENTURE PARTNERS, L.P., as the Stockholder Representative Dated as of March 9, 2004 {PAGE} TABLE OF CONTENTS ----------------- {TABLE} {CAPTION} _____________ Heritage Health Systems, Inc – York ("Parent"), HHS Acquisition Corp., a corporation existing under the laws of Delaware and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), Heritage Health Systems, Inc ., a corporation existing under the laws of Delaware (the "Company"), and Carlyle Venture Partners, L.P., a Delaware limited partnership as the _____________ Heritage Health Systems, Inc – number as a party may have specified by notice given to the other party pursuant to this provision): If to the Company, to : Heritage Health Systems, Inc . 5141 Virginia Way, Ste 260 Brentwood, TN 37027 Facsimile:(615) 383-8760 Attention:Rock A. Morphis With a copy to: Alston & Bird _____________ HERITAGE HEALTH SYSTEMS, INC – duly authorized, all as of the date first written above. UNIVERSAL AMERICAN FINANCIAL CORP. By: ------------------------------------------------ Name: Title: HHS ACQUISITION CORP. By: ------------------------------------------------ Name: Title: HERITAGE HEALTH SYSTEMS, INC . By: ------------------------------------------------ Name: Title: CARLYLE VENTURE PARTNERS, L.P. By: ------------------------------------------------ Name: Title: 66 {/TEXT} {/DOCUMENT} _____________ dt 263974 ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Weil, Gotshal – thereof by the party entitled to waive that condition), the closing of the Merger (the "Closing") shall take place at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, New York 10153 (or at such other place as the parties may designate _____________ Weil, Gotshal – International Drive, Suite 190 Rye Brook, N.Y. 10573 Facsimile: (914) 934-2949 Attention: Robert A. Waegelein 64 {PAGE} With a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Facsimile: (212) 310-8007 Attention: Marita A. Makinen, Esq. 10.8 Severability. If _____________ dt 241725 ;	HHS Acquisition Corp.; Carlyle Venture Partners, L.P.
Preview Full Doc	2007	Universal American Financial Corp. Universal American Financial Corp. (98K) Doc #3019786: Click preview link for longer preview. CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF UNIVERSAL AMERICAN FINANCIAL CORP. Under Section 805 of the Business Corporation Law The undersigned (herein referred to as the ï¿½Corporationï¿½), pursuant to the provisions of the Business Corporation Law of the State of New York, does hereby certify as follows: 1. The name of the Corporation is Universal American Financial Corp. The name under which the Corporation was formed is Universal Holding Corp. 2. . . . 3019786	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Universal American Financial Corp.: UNIVERSAL AMERICAN FINANCIAL CORP – EX-3.(I)1 2 a07-22688_1ex3di1.htm EX-3.(I)1 Exhibit 3(i).1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF UNIVERSAL AMERICAN FINANCIAL CORP . Under Section 805 of the Business Corporation Law The undersigned (herein referred to as the ?Corporation?), pursuant to the provisions of the Business Corporation Law of the State of _____________ Universal American Financial Corp – as the ?Corporation?), pursuant to the provisions of the Business Corporation Law of the State of New York, does hereby certify as follows: 1. The name of the Corporation is Universal American Financial Corp . The name under which the Corporation was formed is Universal Holding Corp. 2. The Certificate of Incorporation of the Corporation was originally filed with the Department of State of _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Left Blank] 27 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed and acknowledged by the undersigned, thereunto duly authorized, this 23rd day of August, 2007. UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Robert A. Waegelein Name: Robert A. Waegelein Title: Executive Vice President and Chief Financial Officer Attest: /s/ Richard A. Barasch Richard A. Barasch Chairman of the Corporation _____________ dt 1843459
Preview Full Doc	2001	Credit Agreement Credit Agreement (328K) Doc #114516: Click preview link for longer preview. CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC., as Lead Arranger and Book Manager THE BANK OF NEW YORK, as Syndication Agent DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Documentation Agent -vii- {PAGE} 2 CREDIT AGREEMENT, dated as of July 30, 1999, among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Annex I hereto (each a "Bank" and, collectively, the "Banks"), and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined. W I T N E S S E T H : WHEREAS, subject to and upon the terms and conditions set forth herein, the Banks are willing to make available to the Borrower the credit facilities provided for herein. NOW, THEREFORE, IT IS AGREED: SECTION 1. Amount and Terms of Credit. 1.01 Commitments. Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans (each a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, respectively, as set forth below: (a) Each Loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans"): (i) shall be incurred by the Borrower on the Initial Borrowing Date; (ii) shall be denominated in U.S. Dollars; (iii) may, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Term Loans incurred as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type; (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time; and (v) once repaid, may not be reborrowed. (b) Each Loan under the Revolving Loan Facility (each, a "Revolving 114516	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Credit Agreement: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99.C {SEQUENCE}2 {PAGE} 1 EXHIBIT C ================================================================================ CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP ., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES _____________ UNIVERSAL AMERICAN FINANCIAL CORP – BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Documentation Agent -vii- {PAGE} 2 CREDIT AGREEMENT, dated as of July 30, 1999, among UNIVERSAL AMERICAN FINANCIAL CORP ., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Annex I hereto (each a "Bank" and, _____________ Universal American Financial Corp – a) such remainder referred to in clause (ii) above shall include, without limitation, $4,000,000 of Series D Preferred Stock sold to Universal American Financial Corp oration, L.P prior to the consummation of the Transaction and (b) in addition to the amounts referred to in clauses (i) and ( _____________ UNIVERSAL AMERICAN FINANCIAL CORP – counterpart of this Agreement to be duly executed and delivered as of the date first above written. Address: Six International Drive, Suite 190 UNIVERSAL AMERICAN FINANCIAL CORP . Rye Brook, New York 10573-1068 Tel: (914) 934-8700 Fax: (914) 934-0700 Attention: Richard A. Barasch By /s/ Richard A. _____________ dt 231219 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Credit Agreement: Federal National Mortgage Association – Rating of AAA, obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association , the Government National Mortgage Association, the Student Loan Marketing Association and the Federal Home _____________ dt 80336 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF NEW YORK, – 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC., as Lead Arranger and Book Manager THE BANK OF NEW YORK, as Syndication Agent DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Documentation Bank of New York, – is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a BANK OF NEW YORK, – BANK, Individually and as Administrative Agent By /s/ Helen L. Newcomb -------------------------------------- Title: Vice President THE BANK OF NEW YORK, Individually and as Syndication Agent By /s/ Benjamin L. Balkind -------------------------------------- Title: Vice President DRESDNER Bank of New York – Commitment ---- -------------------- ------------------------- {S} {C} {C} The Chase Manhattan Bank $ 21,875,000 3,125,000 The Bank of New York 17,500,000 2,500,000 Dresdner Bank AG, New York and Grand 17, Bank of New York – 10081 Tel: (212) (212) 552-7942 Fax: (212) (212) 552-7490 Attention: Eleanor Fiore The Bank of New York One Wall Street New York, New York 10286 Tel: (212) 635-6407 Fax: (212) dt 41439 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Credit Agreement: CHASE MANHATTAN BANK, – DOCUMENT} {TYPE}EX-99.C {SEQUENCE}2 {PAGE} 1 EXHIBIT C ================================================================================ CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC., as Lead Arranger and Book Manager THE _____________ CHASE MANHATTAN BANK, – the "Borrower"), the lending institutions listed from time to time on Annex I hereto (each a "Bank" and, collectively, the "Banks"), and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used _____________ Chase Manhattan Bank. – or (e) a majority of the Board of Directors of the Borrower shall cease to consist of Continuing Directors. "Chase" shall mean The Chase Manhattan Bank. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued _____________ CHASE MANHATTAN BANK, – 1068 Tel: (914) 934-8700 Fax: (914) 934-0700 Attention: Richard A. Barasch By /s/ Richard A. Barasch -------------------------------------- Title: Chairman and CEO THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By /s/ Helen L. Newcomb -------------------------------------- Title: Vice President THE BANK OF NEW YORK, Individually and as Syndication _____________ Chase Manhattan Bank – Officer {PAGE} 85 ANNEX I LIST OF BANKS AND COMMITMENTS {TABLE} {CAPTION} Bank Term Loan Commitment Revolving Loan Commitment ---- -------------------- ------------------------- {S} {C} {C} The Chase Manhattan Bank $ 21,875,000 3,125,000 The Bank of New York 17,500,000 2,500,000 Dresdner Bank AG, New York _____________ dt 101540 ; Chase Securities Chase Securities Inc. ( Financial ) As referenced in this Credit Agreement: CHASE SECURITIES INC – AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC ., as Lead Arranger and Book Manager THE BANK OF NEW YORK, as Syndication Agent DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN _____________ dt 212493 ; More...
Preview Full Doc	2004	Credit Agreement [Amended and Restated] Credit Agreement [Amended and Restated] (403K) Doc #292368: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10 {SEQUENCE}2 {FILENAME}jd5-28_credit.txt {TEXT} Exhibit 10 Published CUSIP Number: _________ AMENDED AND RESTATED CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer Dated as of May 28, 2004 $120,000,000 ING CAPITAL LLC, as Syndication Agent SUNTRUST BANK, as Documentation Agent BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Book Manager {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} {C} Page SECTION 1. Amount and Terms of Credit......................................................................1 1.01 Commitments..........................................................................................1 1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings.......................................2 1.03 Notice of Borrowing..................................................................................2 1.04 Disbursement of Funds................................................................................3 1.05 Notes................................................................................................4 1.06 Conversions..........................................................................................4 1.07 Letters of Credit....................................................................................4 1.08 Pro Rata Borrowings.................................................................................11 1.09 Interest............................................................................................11 1.10 Interest Periods....................................................................................12 1.11 Increased Costs, Illegality, etc....................................................................13 1.12 Compensation........................................................................................15 1.13 Change of Lending Office............................................................................15 1.14 Replacement of Banks................................................................................16 SECTION 2. Fees; Commitments..............................................................................16 2.01 Fees................................................................................................16 2.02 Mandatory Reductions of Commitments.................................................................16 SECTION 3. Payments.......................................................................................17 3.01 Termination or Reduction of the Total Revolving Loan Commitment.....................................17 3.02 Voluntary Prepayments...............................................................................17 3.03 Mandatory Repayments and Prepayments................................................................17 3.04 Method and Place of Payment.........................................................................20 3.05 Net Payments........................................................................................21 SECTION 4. Conditions Precedent...........................................................................23 4.01 Effectiveness; Notes................................................................................24 4.02 No Default; Representations and Warranties..........................................................24 4.03 Officer's Certificate...............................................................................24 4.04 Opinions of Counsel.................................................................................24 4.05 Corporate Proceedings...............................................................................24 4.06 No Material Adverse Effect..........................................................................24 4.07 Litigation..........................................................................................24 4.08 Subsidiary Guaranty.................................................................................25 4.09 Pledge Agreement....................................................................................25 4.10 Security Agreement..................................................................................25 4.11 Lien Searches.......................................................................................26 4.12 Consummation of the Transaction.....................................................................26 4.13 Acquisition Documents...............................................................................26 4.14 Financial Statements; Projections...................................................................26 4.15 Approvals, etc......................................................................................27 4.16 Indebtedness........................................................................................27 4.17 Payment of Fees.....................................................................................27 4.18 Notice of Borrowing.................................................................................27 4.19 Insurance Policies..................................................................................27 4.20 Capital Structure...................................................................................27 4.21 Ratings.............................................................................................27 SECTION 5. Representations, Warranties and Agreements.....................................................28 5.01 Corporate Status....................................................................................28 i {PAGE} 5.02 Corporate Power and Authority.......................................................................28 5.03 No Contravention of Laws, Agreements or Organizational Documents....................................28 5.04 Litigation and Contingent Liabilities...............................................................29 5.05 Use of Proceeds; Margin Regulations.................................................................29 5.06 Approvals...........................................................................................29 5.07 Investment Company Act..............................................................................29 5.08 Public Utility Holding Company Act..................................................................29 5.09 True and Complete Disclosure; Projections and Assumptions...........................................30 5.10 Consummation of Transaction.........................................................................30 5.11 Financial Condition; Financial Statements...........................................................30 5.12 Security Interests..................................................................................31 5.13 Tax Returns and Payments............................................................................31 5.14 Compliance with ERISA...............................................................................31 5.15 Subsidiaries........................................................................................32 5.16 Intellectual Property, etc..........................................................................33 5.17 Pollution and Other Regulations.....................................................................33 5.18 Labor Relations; Collective Bargaining Agreements...................................................33 5.19 Representations and Warranties in Transaction Documents.............................................34 5.20 Indebtedness........................................................................................34 5.21 Compliance with Statutes, etc.......................................................................34 5.22 Insurance Licenses..................................................................................34 SECTION 6. Affirmative Covenants..........................................................................34 6.01 Information Covenants...............................................................................34 6.02 Books, Records and Inspections......................................................................37 6.03 Insurance...........................................................................................37 6.04 Payment of Taxes....................................................................................38 6.05 Corporate Franchises................................................................................38 6.06 Compliance with Statutes, etc.......................................................................38 6.07 ERISA...............................................................................................38 6.08 Performance of Obligations..........................................................................39 6.09 Good Repair.........................................................................................39 6.10 End of Fiscal Years; Fiscal Quarters................................................................39 292368	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Credit Agreement [Amended and Restated]: UNIVERSAL AMERICAN FINANCIAL CORP – DOCUMENT} {TYPE}EX-10 {SEQUENCE}2 {FILENAME}jd5-28_credit.txt {TEXT} Exhibit 10 Published CUSIP Number: _________ AMENDED AND RESTATED CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP ., VARIOUS LENDING INSTITUTIONS, and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer Dated _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Certificate Exhibit J - Form of Assignment and Assumption Agreement iv {PAGE} AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 28, 2004, among UNIVERSAL AMERICAN FINANCIAL CORP ., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Schedule 1 hereto (each a "Bank" and, _____________ Universal American Financial Corp – follow.] 90 {PAGE} Signature Page to that certain Amended and Restated Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp ., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. UNIVERSAL AMERICAN FINANCIAL CORP ., as Borrower By: /s/ Robert Waegelein ------------------------------------- Robert Waegelein, Executive Vice President and Chief Financial Officer Address: Six International Drive, Suite 190 Rye _____________ Universal American Financial Corp – CREDIT AGREEMENT {PAGE} Signature Page to that certain Amended and Restated Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp ., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain _____________ dt 231222 ; Heritage Health Heritage Health Systems, Inc. ( Healthcare ) As referenced in this Credit Agreement [Amended and Restated]: Heritage Health Systems, Inc – thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 63 {PAGE} "Heritage Health" shall mean Heritage Health Systems, Inc ., a Delaware corporation. "Heritage Physician Networks" shall mean Heritage Physician Networks, a Texas non-profit corporation. "HHS-HPN Network" shall mean HHS- _____________ dt 263970 ; Raymond James Raymond James Bank As referenced in this Credit Agreement [Amended and Restated]: RAYMOND JAMES BANK, – Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. RAYMOND JAMES BANK, FSB, as a Bank By: /s/ William C. Beiler --------------------------------- Name: William C. Beiler Title: Executive Vice President SIGNATURE PAGE TO AMENDED AND _____________ dt 248478 ;	Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Credit Agreement [Amended and Restated]: Federal National Mortgage Association – in each case having an S&P Equivalent Rating of AAA, obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association , the Government National Mortgage Association, the Student Loan Marketing Association and the Federal Home Loan Bank. "Wholly-Owned Subsidiary" of any Person _____________ dt 252229 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement [Amended and Restated]: BANC OF AMERICA SECURITIES LLC – L/C Issuer Dated as of May 28, 2004 $120,000,000 ING CAPITAL LLC, as Syndication Agent SUNTRUST BANK, as Documentation Agent BANC OF AMERICA SECURITIES LLC , as Sole Lead Arranger and Book Manager {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} {C} Page SECTION 1. Amount and Terms of _____________ Banc of America Securities LLC – Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank. "Arranger" shall mean Banc of America Securities LLC and its successors and assigns in its capacity as "Sole Lead Arranger and Book Manager." "Asset Sale" shall mean any sale, transfer _____________ dt 252038 ; More...
Preview Full Doc	2003	Credit Agreement Credit Agreement (409K) Doc #292390: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}mv4-1_ex10k.txt {DESCRIPTION}10K {TEXT} Exhibit 10(k) CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer Dated as of March 31, 2003 $80,000,000 THE CIT GROUP/EQUIPMENT FINANCING, INC., as Syndication Agent ING CAPITAL LLC, as Documentation Agent BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Book Manager {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} SECTION 1. Amount and Terms of Credit........................................................1 1.01 Commitments............................................................................1 1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings.........................2 1.03 Notice of Borrowing....................................................................2 1.04 Disbursement of Funds..................................................................2 1.05 Notes..................................................................................3 1.06 Conversions............................................................................3 1.07 Letters of Credit......................................................................4 1.08 Pro Rata Borrowings...................................................................10 1.09 Interest..............................................................................11 1.10 Interest Periods......................................................................11 1.11 Increased Costs, Illegality, etc......................................................12 1.12 Compensation..........................................................................14 1.13 Change of Lending Office..............................................................15 1.14 Replacement of Banks..................................................................15 SECTION 2. Fees; Commitments................................................................15 2.01 Fees..................................................................................15 2.02 Mandatory Reductions of Commitments...................................................16 SECTION 3. Payments.........................................................................16 3.01 Termination or Reduction of the Total Revolving Loan Commitment.......................16 3.02 Voluntary Prepayments.................................................................16 3.03 Mandatory Repayments and Prepayments..................................................17 3.04 Method and Place of Payment...........................................................19 3.05 Net Payments..........................................................................19 SECTION 4. Conditions Precedent.............................................................22 4.01 Effectiveness; Notes..................................................................22 4.02 No Default; Representations and Warranties............................................22 4.03 Officer's Certificate.................................................................23 4.04 Opinions of Counsel...................................................................23 4.05 Corporate Proceedings.................................................................23 4.06 No Material Adverse Effect............................................................23 4.07 Litigation............................................................................23 4.08 Subsidiary Guaranty...................................................................23 4.09 Pledge Agreement......................................................................24 4.10 Security Agreement....................................................................24 4.11 Surplus Note..........................................................................24 4.12 Lien Searches.........................................................................25 4.13 Consummation of the Transaction.......................................................25 4.14 Acquisition Documents.................................................................25 4.15 Tax Sharing Agreements................................................................25 4.16 Financial Statements; Projections.....................................................25 4.17 Approvals, etc........................................................................26 4.18 Indebtedness..........................................................................26 4.19 Payment of Fees.......................................................................26 4.20 Notice of Borrowing...................................................................26 4.21 Insurance Policies....................................................................26 4.22 Capital Structure.....................................................................27 i {PAGE} SECTION 5. Representations, Warranties and Agreements.......................................27 5.01 Corporate Status......................................................................27 5.02 Corporate Power and Authority.........................................................27 5.03 No Contravention of Laws, Agreements or Organizational Documents......................27 5.04 Litigation and Contingent Liabilities.................................................28 5.05 Use of Proceeds; Margin Regulations...................................................28 5.06 Approvals.............................................................................28 5.07 Investment Company Act................................................................28 5.08 Public Utility Holding Company Act....................................................29 5.09 True and Complete Disclosure; Projections and Assumptions.............................29 5.10 Consummation of Transaction...........................................................29 5.11 Financial Condition; Financial Statements.............................................29 5.12 Security Interests....................................................................30 5.13 Tax Returns and Payments..............................................................30 5.14 Compliance with ERISA.................................................................31 5.15 Subsidiaries..........................................................................31 5.16 Intellectual Property, etc............................................................32 5.17 Pollution and Other Regulations.......................................................32 5.18 Labor Relations; Collective Bargaining Agreements.....................................32 5.19 Representations and Warranties in Transaction Documents...............................33 5.20 Indebtedness..........................................................................33 5.21 Compliance with Statutes, etc.........................................................33 5.22 Insurance Licenses....................................................................33 SECTION 6. Affirmative Covenants............................................................33 6.01 Information Covenants.................................................................33 6.02 Books, Records and Inspections........................................................36 6.03 Insurance.............................................................................37 6.04 Payment of Taxes......................................................................37 6.05 Corporate Franchises..................................................................37 6.06 Compliance with Statutes, etc.........................................................37 6.07 ERISA.................................................................................37 6.08 Performance of Obligations............................................................38 6.09 Good Repair...........................................................................38 6.10 End of Fiscal Years; Fiscal Quarters..................................................38 6.11 Maintenance of Licenses and Permits...................................................38 6.12 Register..............................................................................38 292390	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Credit Agreement: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}mv4-1_ex10k.txt {DESCRIPTION}10K {TEXT} Exhibit 10(k) CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP ., VARIOUS LENDING INSTITUTIONS, and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer Dated _____________ UNIVERSAL AMERICAN FINANCIAL CORP – Form of Compliance Certificate Exhibit J - Form of Assignment and Assumption Agreement iv {PAGE} CREDIT AGREEMENT, dated as of March 31, 2003, among UNIVERSAL AMERICAN FINANCIAL CORP ., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Schedule 1 hereto (each a "Bank" and, _____________ Universal American Financial Corp – blank. Signature pages follow.] 87 {PAGE} Signature Page to that certain Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp ., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain _____________ UNIVERSAL AMERICAN FINANCIAL CORP – A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. SIGNATURE PAGE TO CREDIT AGREEMENT UNIVERSAL AMERICAN FINANCIAL CORP ., as Borrower By: /s/ Robert Waegelein ------------------------------------------- Robert Waegelein, Executive Vice President and Chief Financial Officer Address: Six International Drive, Suite 190 Rye _____________ Universal American Financial Corp – SIGNATURE PAGE TO CREDIT AGREEMENT {PAGE} Signature Page to that certain Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp ., as the Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain _____________ dt 231243 ; Ceres Group Ceres Group, Inc. ( Life Insurance ) As referenced in this Credit Agreement: Ceres Group, – Agreement" shall mean the Purchase Agreement dated as of December 20, 2002, by and among the Borrower, PennLife, Continental General Insurance Company and Ceres Group, Inc. "Acquisition Documents" shall mean the Acquisition Agreement and all other agreements and documents relating to the Acquisition including the Annexes and _____________ dt 231269 ; Raymond James Raymond James Bank As referenced in this Credit Agreement: RAYMOND JAMES BANK, – Borrower, Bank of America, N.A., as the Administrative Agent, the Collateral Agent and the L/C Issuer, and certain Banks party thereto. RAYMOND JAMES BANK, FSB, as a Bank By: /s/ William C. Beiler --------------------------------------- Name: William C. Beiler Title: Executive Vice President SIGNATURE PAGE TO CREDIT AGREEMENT {/ _____________ dt 248479 ;	Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Credit Agreement: Federal National Mortgage Association – in each case having an S&P Equivalent Rating of AAA, obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association , the Government National Mortgage Association, the Student Loan Marketing Association and the Federal Home Loan Bank. 71 {PAGE} "Wholly-Owned Subsidiary" of _____________ dt 252231 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement: BANC OF AMERICA SECURITIES LLC – as of March 31, 2003 $80,000,000 THE CIT GROUP/EQUIPMENT FINANCING, INC., as Syndication Agent ING CAPITAL LLC, as Documentation Agent BANC OF AMERICA SECURITIES LLC , as Sole Lead Arranger and Book Manager {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} SECTION 1. Amount and Terms of _____________ Banc of America Securities LLC – a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank. 54 {PAGE} "Arranger" shall mean Banc of America Securities LLC and its successors and assigns in its capacity as "Sole Lead Arranger and Book Manager." "Asset Sale" shall mean any sale, transfer _____________ dt 252041 ; More...
Preview Full Doc	2001	Credit Agreement Credit Agreement (328K) Doc #292402: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.C {SEQUENCE}2 {FILENAME}y46661ex99-c.txt {DESCRIPTION}CREDIT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT C ================================================================================ CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC., as Lead Arranger and Book Manager THE BANK OF NEW YORK, as Syndication Agent DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Documentation Agent -vii- {PAGE} 2 CREDIT AGREEMENT, dated as of July 30, 1999, among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Annex I hereto (each a "Bank" and, collectively, the "Banks"), and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined. W I T N E S S E T H : WHEREAS, subject to and upon the terms and conditions set forth herein, the Banks are willing to make available to the Borrower the credit facilities provided for herein. NOW, THEREFORE, IT IS AGREED: SECTION 1. Amount and Terms of Credit. 1.01 Commitments. Subject to and upon the terms and conditions herein set forth, each Bank severally agrees to make a loan or loans (each a "Loan" and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to the extent such Bank has a commitment under such Facility, under the Term Loan Facility and the Revolving Loan Facility, respectively, as set forth below: (a) Each Loan under the Term Loan Facility (each, a "Term Loan" and, collectively, the "Term Loans"): (i) shall be incurred by the Borrower on the Initial Borrowing Date; (ii) shall be denominated in U.S. Dollars; (iii) may, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Term Loans incurred as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type; (iv) shall not exceed for any Bank at the time of incurrence thereof that aggregate principal amount which equals the Term Loan Commitment, if any, of such Bank at such time; and (v) once repaid, may not be reborrowed. (b) Each Loan under the Revolving Loan Facility (each, a "Revolving Loan" and, collectively, the "Revolving Loans"): (i) may be incurred by the Borrower at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, it being understood that Revolving Loans may not be incurred on the Initial Borrowing Date; {PAGE} 3 2 (ii) shall be denominated in U.S. Dollars; (iii) may, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans incurred as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type; (iv) may be repaid and reborrowed in accordance with the provisions hereof; and (v) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the aggregate outstanding principal amount of all other Revolving Loans made by such Bank at such time, equals the Revolving Loan Commitment, if any, of such Bank at such time. 1.02 Minimum Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing hereunder shall not be less than $1,000,000 and, if in excess thereof, shall be in an integral multiple of $500,000; provided, however, that a Borrowing of Revolving Loans constituting Base Rate Loans may be equal to the Total Unutilized Revolving Loan Commitment. More than one Borrowing may be incurred on any day; provided that at no time shall there be outstanding more than two Borrowings of Term Loans that are Eurodollar Loans and five Borrowings of Revolving Loans that are Eurodollar Loans. 1.03 Notice of Borrowing. (a) Whenever the Borrower desires to incur Loans under any Facility, it shall give the Administrative Agent at its Notice 292402	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Credit Agreement: UNIVERSAL AMERICAN FINANCIAL CORP – {DOCUMENT} {TYPE}EX-99.C {SEQUENCE}2 {FILENAME}y46661ex99-c.txt {DESCRIPTION}CREDIT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT C ================================================================================ CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP ., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES _____________ UNIVERSAL AMERICAN FINANCIAL CORP – BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Documentation Agent -vii- {PAGE} 2 CREDIT AGREEMENT, dated as of July 30, 1999, among UNIVERSAL AMERICAN FINANCIAL CORP ., a New York corporation (the "Borrower"), the lending institutions listed from time to time on Annex I hereto (each a "Bank" and, _____________ Universal American Financial Corp – a) such remainder referred to in clause (ii) above shall include, without limitation, $4,000,000 of Series D Preferred Stock sold to Universal American Financial Corp oration, L.P prior to the consummation of the Transaction and (b) in addition to the amounts referred to in clauses (i) and ( _____________ UNIVERSAL AMERICAN FINANCIAL CORP – counterpart of this Agreement to be duly executed and delivered as of the date first above written. Address: Six International Drive, Suite 190 UNIVERSAL AMERICAN FINANCIAL CORP . Rye Brook, New York 10573-1068 Tel: (914) 934-8700 Fax: (914) 934-0700 Attention: Richard A. Barasch By /s/ Richard A. _____________ dt 231253 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Credit Agreement: Federal National Mortgage Association – in each case having an S&P Equivalent Rating of AAA, obligations issued or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association , the Government National Mortgage Association, the Student Loan Marketing Association and the Federal Home Loan Bank. "Wholly-Owned Subsidiary" of any Person _____________ dt 252232 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF NEW YORK, – BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC., as Lead Arranger and Book Manager THE BANK OF NEW YORK, as Syndication Agent DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES as Documentation Agent -vii- {PAGE} 2 CREDIT AGREEMENT, dated as _____________ Bank of New York, – published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for _____________ BANK OF NEW YORK, – Barasch -------------------------------------- Title: Chairman and CEO THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By /s/ Helen L. Newcomb -------------------------------------- Title: Vice President THE BANK OF NEW YORK, Individually and as Syndication Agent By /s/ Benjamin L. Balkind -------------------------------------- Title: Vice President DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES _____________ Bank of New York – TABLE} {CAPTION} Bank Term Loan Commitment Revolving Loan Commitment ---- -------------------- ------------------------- {S} {C} {C} The Chase Manhattan Bank $ 21,875,000 3,125,000 The Bank of New York 17,500,000 2,500,000 Dresdner Bank AG, New York and Grand 17,500,000 2,500,000 Cayman Branches Fleet _____________ Bank of New York – One Chase Manhattan Plaza New York, New York 10081 Tel: (212) (212) 552-7942 Fax: (212) (212) 552-7490 Attention: Eleanor Fiore The Bank of New York One Wall Street New York, New York 10286 Tel: (212) 635-6407 Fax: (212) 809-9520 Attention: Benjamin L. Balkind Dresdner Bank _____________ dt 236287 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Credit Agreement: CHASE MANHATTAN BANK, – y46661ex99-c.txt {DESCRIPTION}CREDIT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT C ================================================================================ CREDIT AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC., as Lead Arranger and Book Manager THE _____________ CHASE MANHATTAN BANK, – the "Borrower"), the lending institutions listed from time to time on Annex I hereto (each a "Bank" and, collectively, the "Banks"), and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used _____________ Chase Manhattan Bank. – or (e) a majority of the Board of Directors of the Borrower shall cease to consist of Continuing Directors. "Chase" shall mean The Chase Manhattan Bank. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued _____________ CHASE MANHATTAN BANK, – 1068 Tel: (914) 934-8700 Fax: (914) 934-0700 Attention: Richard A. Barasch By /s/ Richard A. Barasch -------------------------------------- Title: Chairman and CEO THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By /s/ Helen L. Newcomb -------------------------------------- Title: Vice President THE BANK OF NEW YORK, Individually and as Syndication _____________ Chase Manhattan Bank – Officer {PAGE} 85 ANNEX I LIST OF BANKS AND COMMITMENTS {TABLE} {CAPTION} Bank Term Loan Commitment Revolving Loan Commitment ---- -------------------- ------------------------- {S} {C} {C} The Chase Manhattan Bank $ 21,875,000 3,125,000 The Bank of New York 17,500,000 2,500,000 Dresdner Bank AG, New York _____________ dt 245561 ; Chase Securities Chase Securities Inc. ( Financial ) As referenced in this Credit Agreement: CHASE SECURITIES INC – AMERICAN FINANCIAL CORP., VARIOUS LENDING INSTITUTIONS, and THE CHASE MANHATTAN BANK, as Administrative Agent ----------------------------- Dated as of July 30, 1999 ----------------------------- $80,000,000 ================================================================================ CHASE SECURITIES INC ., as Lead Arranger and Book Manager THE BANK OF NEW YORK, as Syndication Agent DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN _____________ dt 243469 ; More...
Full Doc	2007	Dealer Agreement Dealer Agreement (39K) Doc #3185610: This document is immediately available for purchase, but does not have a preview available for viewing. 3185610	UAF Universal American Financial Corp. ( Accident & Health Insurance )
Preview Full Doc	2001	Employment Agreement Employment Agreement (48K) Doc #292403: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.D {SEQUENCE}3 {FILENAME}y46661ex99-d.txt {DESCRIPTION}EMPLOYMENT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT D EMPLOYMENT AGREEMENT AGREEMENT dated as of July 30, 1999 by and between UNIVERSAL AMERICAN FINANCIAL CORP. (the "Company") and RICHARD BARASCH ("Executive"). WHEREAS, the Company and Executive wish to enter into an agreement relating to the employment of Executive by the Company; NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows: 1. Term of Employment. (a) Employment Term. Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for a period commencing on the closing of the transaction (the "Transaction") contemplated by the Share Purchase Agreement between the Company and Capital Z Financial Services Fund II, L.P. (the "Commencement Date") and ending on third anniversary of the Commencement Date (the "Employment Term"), on the terms and subject to the conditions set forth in this Agreement. Notwithstanding the preceding sentence, the Employment Term shall be automatically extended for an additional one-year period, unless the Company or Executive provides the other party hereto 6 months prior written notice before the expiration of the Employment Term that the Employment Term shall not be so extended. "Employment Term" shall include any extension that becomes applicable pursuant to the preceding sentence. 2. Position. (a) During the Employment Term, Executive shall serve as the Company's Chairman of the Board of Directors and Chief Executive Officer. In such position, Executive shall have the powers, duties and responsibilities which are customary for a Chairman and Chief Executive Officer of a corporation of the size, type and nature of the Company, and shall report exclusively to the Board of Directors of the Company (the "Board"). (b) During the Employment Term, Executive will devote his full business time to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict with the rendition of such services either directly or indirectly, without the prior written consent of the Board. Nothing contained herein shall preclude Executive from (i) serving on {PAGE} 2 corporate, civic and charitable boards or committees and (ii) managing his personal investments; provided that none of the activities set forth in clauses (i) and (ii) interfere in any material respect with the performance of Executive's employment hereunder or conflict in any material respect with the business of the Company. 3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the "Base Salary") at the annual rate of $475,000, payable in regular installments in accordance with the Company's usual payment practices. Executive shall be entitled to such annual increases in his Base Salary, if any, as may be determined in the sole discretion of the Board. 4. Bonus. (a) For fiscal year 1999, the Executive shall be eligible to earn a target annual bonus ("Bonus") equal to (i) for the period prior to the Commencement Date, a pro rated bonus based on the existing Company executive bonus plan plus (ii) the product of Base Salary times a fraction, the numerator of which is the number of days from the Commencement Date through the end of such fiscal year and the denominator of which is 365 and shall be based on the achievement of goals established in good faith by the Board in consultation with Executive; provided, however, that if such goals are not established such amount shall be determined by reference to the existing Company executive bonus plan; provided, further, that with respect to any Bonus over 100% of Base Salary, the Company shall use its best efforts to structure such Bonus to satisfy the exception for qualified performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). If the Bonus is not so structured, the portion of the Bonus payment not deductible by the Company shall be deferred, on terms reasonably satisfactory to Executive, until such time as it shall be fully deductible by the Company. (b) With respect to each fiscal year during the Employment Term, commencing with 2000, Executive shall be eligible to earn a Bonus based two-thirds upon the Company's operating performance results and one-third on individual performance goals (the "Targets"). The financial Target shall be established in good faith by the Board in consultation with Executive. If the Targets are satisfied, Executive's Bonus shall be 100% of Base Salary (the "Target Bonus"); provided that, based on criteria established by the Compensation Committee, the Executive has an opportunity to earn a maximum Bonus of up to 200% of Base Salary; provided, further, that with respect to any Bonus over 100% of Base Salary, the Company shall use its best efforts to structure such Bonus to satisfy the exception for qualified performance-based compensation under Section 162(m) of the Code. If the Bonus is not so structured, the portion of the Bonus payment not deductible by the Company shall be deferred, on terms reasonably satisfactory to Executive, until such time as it shall be fully deductible by the Company. (c) Subject to Section 4(a) and (b) above, as soon as practicable after the end of the fiscal year (but in no event later than 45 days after the end of the fiscal year), {PAGE} 3 the Bonus shall be paid (i) 50% in cash and (ii) 50% in shares of the common stock, par value $1.00 per share, of the Company issued by the Company ("Shares") based on the Market Value (as defined below) of the Shares on the date of issuance. For purposes of this paragraph, "Market Value" means the 20-day average of the closing price of the Shares on Nasdaq or, if the Shares are not then-traded on Nasdaq, on such other national stock exchange on which the Shares are principally traded. 5. Equity Arrangements. (a) The Executive shall be entitled to an initial grant on the Commencement Date (the "Initial Grant") of stock options to purchase 600,000 Shares (the "Options"). The Options shall be granted at $3.15, adjusted pursuant to Section 1.6 of the Share Purchase Agreement between the Company and Capital Z Financial Services Fund II, L.P. and shall have a 10 year term. Options representing the right to purchase 400,000 Shares shall vest ratably over a five year period, subject to Executive's continued employment with the Company, with 1/5 of such Shares initially granted vesting on the date of grant and each of the first, second, third and fourth anniversaries of the date of grant. Options representing the right to purchase 200,000 Shares shall vest on the seventh anniversary of the grant date but shall become immediately exercisable if Capital Z Financial Services Fund II, L.P. ("Cap. Z") has achieved an internal rate of return on its equity interest in the Company as of the Commencement Date greater than 30% (i) as a result of a transaction in which Cap. Z disposes of at 292403	UAF Universal American Financial Corp. ( Accident & Health Insurance ) As referenced in this Employment Agreement: UNIVERSAL AMERICAN FINANCIAL CORP – y46661ex99-d.txt {DESCRIPTION}EMPLOYMENT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT D EMPLOYMENT AGREEMENT AGREEMENT dated as of July 30, 1999 by and between UNIVERSAL AMERICAN FINANCIAL CORP . (the "Company") and RICHARD BARASCH ("Executive"). WHEREAS, the Company and Executive wish to enter into an agreement relating to the employment of _____________ UNIVERSAL AMERICAN FINANCIAL CORP – parties hereto have duly executed this Agreement as of the day and year first above written. /s/ Richard A. Barasch -------------------------------------- Richard Barasch -------------------------------------- Address UNIVERSAL AMERICAN FINANCIAL CORP . By: /s/ Robert A. Waegelein ----------------------------------- Title: Senior Vice President & CFO Address {/TEXT} {/DOCUMENT} _____________ dt 231254 ; Richard Barasch;	Capital Z Financial Services Fund II, L.P.

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