UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) SEPTEMBER 2, 2004
UNIVERSAL AMERICAN FINANCIAL CORP.
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
0-11321 11-2580136
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(Commission File Number) (IRS Employer Identification No.)
SIX INTERNATIONAL DRIVE, SUITE 190,
RYE BROOK, NEW YORK 10573
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(Address of Principal Executive Offices) (Zip Code)
(914) 934-5200
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE.
On September 2, 2004, Richard A. Barasch, Chairman of the
Board, President and Chief Executive Officer of Universal American Financial
Corp. ("Universal American"), resigned as the sole trustee of an irrevocable
trust (the "Barasch Universal Trust") for the benefit of the wife, children and
grandchildren of Bertram Harnett, who is a director of Universal American. The
Barasch Universal Trust holds 409,561 shares of common stock ("Common Stock") of
Universal American. Mr. Barasch never had any economic interest in the shares
owned by the Barasch Universal Trust, and, as a result of his resignation as
sole trustee, he did not sell any shares of Common Stock of Universal American
that he directly owns or in which he does have an economic interest.
The new trustees of the Barasch Universal Trust will be
Andrea, David and James Harnett, who are Mr. Harnett's children. These trustees
are understood to be instructing the Barasch Universal Trust's custodian and
broker to accept investment instructions from either a majority of the new
trustees or Mr. Harnett in respect of the shares of Common Stock held by the
Barasch Universal Trust. Mr. Harnett shall have no rights to (i) direct or
receive any payments from the Barasch Universal Trust or (ii) to vote any of the
shares of Common Stock held by the Barasch Universal Trust.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
UNIVERSAL AMERICAN FINANCIAL CORP.
Date: September 3, 2004 By: /s/ Richard A. Barasch
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Richard A. Barasch
Chairman of the Board, President
and Chief Executive Officer
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