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) December 10, 2004
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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))
Item 8.01. Other Events.
In the course of the regularly scheduled triennial examination of one
Universal American Financial Corp.'s (the "Company") insurance company
subsidiaries, American Progressive Life and Health Insurance Company of New York
("American Progressive"), the New York State Insurance Department made an
inquiry concerning the sale of certain annuity policies by American Progressive.
The Department's inquiry indicated that there may have been deficiencies in the
sales and underwriting process on some policies as a result of incorrect
disclosure of surrender charges on policies that were replaced by policies
issued by American Progressive. In response to this inquiry, on its own
initiative, the Company audited all 1,675 annuity policies issued by American
Progressive in New York since 2001 and has isolated approximately 150 sales that
it will further review. Preliminary findings indicate that the Company may have
potential liabilities to these policyholders of approximately $400,000 in the
aggregate. To mitigate the possibility of future issues of this kind, the
Company has reviewed its annuity sales, underwriting and administrative
practices and is making the necessary revisions to best assure that the
policyholder interests are being well served.
American Progressive is cooperating fully and proactively with the New
York State Insurance Department. However, it is possible that the Company will
face administrative penalties for this issue.
FORWARD-LOOKING INFORMATION
Certain statements made in this Form 8-K, and oral statements made from time to
time by representatives of the Company regarding the investigation by the New
York State Insurance Department, the Company's own review of its annuity sales,
any other investigations by regulatory authorities and the effectiveness of
any remedial actions taken by the Company 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 results and involve certain risks and uncertainties, which
are difficult to predict. These factors include, among other things, the outcome
of the Company's review of its annuity sales and the discretion afforded
regulatory authorities under state law. Additional information regarding the
Company 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.
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: December 13, 2004 By: /s/ Robert A. Waegelein
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Robert A. Waegelein
Executive Vice President
and Chief Financial Officer