UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 6, 2005
UNIVERSAL AMERICAN FINANCIAL CORP.
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(Exact name of Registrant as Specified in Charter)
NEW YORK 0-11321 11-2580136
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(State of incorporation or (Commission File Number) (I.R.S. Employer
organization) 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:
|_| 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
Universal American Financial Corp. ("Universal American") has
reiterated earnings guidance for 2005 in the range of $1.17 to $1.24 per
diluted share, and second quarter 2005 earnings guidance of $.28 to $.30 per
diluted share, excluding realized gains, reduced by the increased expenses that
Universal American will incur to prepare for the implementation of its Medicare
Part D prescription drug program, estimated to be $.05-$.07 per share for the
balance of the year. The per share earnings guidance does not reflect the
potential dilutive effect of issuances of common stock under Universal
American's shelf registration statement.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including references to all previously
furnished exhibits, shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing. This
Current Report shall not be deemed an admission as to the materiality of any
information required to be disclosed solely to satisfy the requirements of
Regulation FD.
Portions of the information in this Current Report on Form 8-K and
certain oral statements made from time to time by representatives of Universal
American may be considered "forward-looking statements" within the meaning of
the Federal securities laws and the Private Securities Litigation Reform Act of
1995, as amended. Universal American intends such forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements
contained in Section 21E of the Exchange Act and the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements relate to,
without limitation, Universal American's future economic performance, plans and
objectives for future operations, projections of revenue and other financial
items, and references to the estimate of the accretion from recent acquisitions.
Forward-looking statements can be identified by the use of words such as
"prospects," "outlook," "believes," "estimates," "intends," "may," "will,"
"should," "anticipates," "expects" or "plans," or the negative or other
variation of these or similar words, or by discussion of trends and conditions,
strategy or risks and uncertainties. Forward-looking statements are inherently
subject to risks, trends and uncertainties, many of which are beyond Universal
American's ability to control or predict with accuracy and some of which
Universal American might not even anticipate. Although Universal American
believes that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions at the time made, it can give no assurance
that its expectations will be achieved. Future events and actual results,
financial and otherwise,
may differ materially from the results discussed in the forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements.
Important factors that may cause actual results to differ materially
from forward-looking statements include, but are not limited to, the risks and
uncertainties contained in Universal American's filing with the Securities and
Exchange Commission, including, without limitation, Universal American's Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q. Universal American
assumes no obligation to update and supplement any forward-looking statements
that may become untrue because of subsequent events, whether as a result of new
information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIVERSAL AMERICAN FINANCIAL CORP.
By: /s/ Robert A. Waegelein
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Robert A. Waegelein
Executive Vice President and
Chief Financial Officer
Date: June 6, 2005