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) November 4, 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)
NOT APPLICABLE
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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))
FORWARD-LOOKING INFORMATION
Certain statements made in this Form 8-K, including any statements as to future
results of operations and financial projections, may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended. Forward-looking statements are based on management's
expectations, estimates, projections and assumptions. These statements are not
guarantees of future performance and involve certain risks and uncertainties,
which are difficult to predict. Therefore, actual future results and trends may
differ materially from what is forecast in forward-looking statements due to a
variety of factors. Additional information regarding these factors is contained
in the company's filings with the Securities and Exchange Commission, including,
without limitation, our Annual Report on Form 10-K and our Forms 10-Q.
Item 7.01. Regulation FD Disclosure.
Universal American held a conference call on Thursday, November 4,
2004 to discuss the third quarter results and other corporate developments.
During this call, the company provided earnings guidance for the full year and
fourth quarter of 2004, as follows:
"For the full year 2004, we are increasing our guidance to between
$1.00 and $1.02 per share. With the expected improvement of seasonal loss
ratios, we think that the third quarter will be between $0.28 and $0.30 per
share."
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.
Date: November 4, 2004 By: /s/ Robert A. Waegelein
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Robert A. Waegelein
Executive Vice President and
Chief Financial Officer