Universal American Financial Corp - Current report filing (8-K)
November 06 2007 - 4:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 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 2, 2007
UNIVERSAL AMERICAN FINANCIAL CORP.
(Exact name of Registrant as
Specified in Charter)
New York
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0-11321
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11-2580136
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(State of
incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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Six
International Drive, Suite 190
Rye Brook,
New York 10573
(Address of Principal
Executive Offices) (Zip Code)
(914)
934-5200
(Registrants telephone
number, including area code)
N/A
(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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 24013e-4(c))
Item 2.02.
Results of Operations and Financial Condition
Universal American Financial
Corp. (the Company or Universal American) held a conference call on Friday,
November 2, 2007, to discuss its third quarter 2007 financial results and other
corporate developments. During this call, the Company provided earnings
guidance, among other things. A transcript of the call is attached hereto as
Exhibit 99.1.
Item 7.01.
Regulation FD Disclosure
The information set forth under Item 2.02 is hereby
incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form
8-K, the information in this Current Report on Form 8-K, including Exhibit
99.1, 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.
* * *
Information contained in this report, including any
exhibit, and oral statements made from time to time by our representatives may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other Federal securities laws.
These forward-looking statements may include, but not be limited to, statements
regarding the effectiveness and completeness of our compliance with Centers for
Medicare and Medicaid Services regulations and requirements and its effect on
our earnings; the identification of acquisition candidates and the completion
and/or integration or accretion of any such transactions; statements regarding
our expectations of our operating plans and strategies generally; statements
regarding our expectations of the performance of our Medicare Supplement and
Medicare Advantage businesses and other lines of business, including the
prediction of loss ratios and lapsation; the adequacy of reserves; our ability
to institute future rate increases; expectations regarding our Medicare
Part D program, including our estimates of membership, costs and revenues;
and future operating results. Although we believe that the expectations
reflected in forward-looking statements are based upon reasonable assumptions,
we can give no assurance that we will achieve our expectations. Forward-looking
information is subject to certain risks, trends and uncertainties that could
cause actual results to differ materially from those projected. Many of these
factors are beyond our ability to control or predict. Important factors that
may cause actual results to differ materially and that could impact us and the
statements contained in this report, including any exhibit, can be found
in our filings with the Securities and Exchange Commission, including quarterly
reports on Form 10-Q, current reports on Form 8-K and annual reports
on Form 10-K. We assume no obligation to update or supplement any
forward-looking statements whether as a result of new information, future
events or otherwise.
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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.
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UNIVERSAL
AMERICAN FINANCIAL CORP.
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By:
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/s/
Mitchell J. Stier
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Mitchell
J. Stier
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Senior
Vice President and
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General
Counsel
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Date:
November 6, 2007
3
EXHIBIT
INDEX
Exhibit
No.
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Exhibit Title
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99.1
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Transcript
of Third Quarter 2007 Earnings Call of Universal American Financial Corp.
held on November 2, 2007.
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