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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
LIFEMARK CORPORATION
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
561906 10 8
(CUSIP Number)
David J. Lubben, Esq.
General Counsel and Secretary Copy to: James D. Alt, Esq.
UnitedHealth Group Center Dorsey & Whitney LLP
9900 Bren Road East 220 South Sixth Street
Minnetonka, Minnesota 55343 Minneapolis, Minnesota 55402
(952) 936-1300 (612) 340-2803
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 10, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 561906 10 8 SCHEDULE 13D
1 NAME OF REPORTING PERSON: UnitedHealth Group Incorporated
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 41-1321939
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not Applicable
a ( ) b ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Minnesota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 0
8 SHARED VOTING POWER: 2,016,786*
9 SOLE DISPOSITIVE POWER: 0
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,016,786*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.1%
14 TYPE OF REPORTING PERSON: CO
* 2,016,786 shares of Lifemark common stock are subject to a Voting Agreement
entered into by UnitedHealth Group Incorporated and certain stockholders of
Lifemark (see Items 3 and 4 below). UnitedHealth Group expressly disclaims
beneficial ownership of any of the shares of Lifemark common stock subject to
the Voting Agreement, which represented approximately 39.1% of the number of
shares of Lifemark common stock outstanding on the date of the Voting Agreement.
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ITEM 1. Security and Issuer
This Schedule 13D relates to the common stock, $.01 par value (the
"Common Stock"), of Lifemark Corporation, a Delaware corporation (the
"Company"), which has its principal executive offices at 7600 North 16th Street,
Suite 150, Phoenix, Arizona 85020.
ITEM 2. Identity and Background
(a) Name of Person Filing: UnitedHealth Group Incorporated.
(b) Address of Principal Business Office: UnitedHealth Group Center,
9900 Bren Road East, Minnetonka, Minnesota 55343.
(c) Principal Business: UnitedHealth Group is a national leader in
forming and operating markets for the exchange of health and well-being
services. In its five primary businesses, UnitedHealth Group provides a broad
spectrum of resources to help people improve their health and well-being through
all stages of life. UnitedHealth Group maintains its headquarters in Minnetonka,
Minnesota.
The name, business address, present principal occupation or employment
and citizenship of each director and executive officer of UnitedHealth Group are
set forth in Annex A hereto and are incorporated herein by reference.
(d) Criminal Proceedings: During the last five years, neither
UnitedHealth Group nor, to the best knowledge of UnitedHealth Group, any of its
executive officers and directors, has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) Civil Proceedings: During the last five years, neither UnitedHealth
Group nor, to the best knowledge of UnitedHealth Group, any of its executive
officers and directors, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
(f) Place of Organization: Minnesota
ITEM 3. Source and Amount of Funds or Other Consideration
Pursuant to the Voting Agreement (the "Voting Agreement") dated October
10, 2000, by and among UnitedHealth Group and Rhonda E. Brede, Michael J.
Kennedy, Richard M. Jelinek, William G. Brown, Malcolm M. Brown, Richard C.
Jelinek, David G. Decker, Henry H. Kaldenbaugh, Martha E. Kaldenbaugh, John G.
Lingenfelter, Diana R. Lingenfelter, and Risa J. Lavizzo-Mourey (the
"Stockholders") and described further below in Item 4, each of the Stockholders
granted an irrevocable proxy appointing UnitedHealth Group and each of its
designees as each of the Stockholder's attorney-in-fact and proxy, with full
power of substitution, for and in the Stockholder's name, to vote, express,
consent or dissent, or otherwise to utilize such voting power to vote in favor
of the Agreement and Plan of Merger dated October 10, 2000, by and among
UnitedHealth Group, Leo Acquisition Corp., a wholly owned subsidiary of
UnitedHealth Group ("Leo Acquisition") and the Company (the "Merger
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Agreement"). The proxy granted by each Stockholder was granted in consideration
of UnitedHealth Group entering into the Voting Agreement and the Merger
Agreement and incurring certain related fees and expenses.
ITEM 4. Purpose of Transaction
The descriptions of the Merger Agreement and the Voting Agreement
contained in Item 3 above are incorporated herein by reference.
Pursuant to the Merger Agreement, Leo Acquisition will merge with and
into the Company, with the Company as the surviving corporation and UnitedHealth
Group as its sole shareholder. At the effective time of the Merger, each share
of Common Stock (other than shares owned by the Company as treasury stock and
stock owned by the UnitedHealth Group or any wholly owned subsidiary of
UnitedHealth Group or the Company) will be canceled and extinguished and
converted automatically into the right to receive a number of shares of common
stock of UnitedHealth Group equal to the "Per Share Price" divided by the
"UnitedHealth Group Average Price" (rounded down to the nearest whole share), as
defined below.
(i) The term "Per Share Price" means:
(A) $10.55 if the UnitedHealth Group Average Price is
$95.00 or more;
(B) $10.08 if the UnitedHealth Group Average Price is
$88.00 or less; and
(C) If the UnitedHealth Group Average Price is more
than $88.00 and less than $95.00, the sum of $10.08 plus the
product of $0.47 times the difference between the UnitedHealth
Group Average Price and $88.00, divided by $7.00.
(ii) The term "UnitedHealth Group Average Price" means the
average closing price per share of UnitedHealth Group common stock on
the New York Stock Exchange for the ten consecutive trading days ending
with and including the second business day preceding the date of the
closing of the transactions contemplated by the Merger Agreement;
provided, that if the amount so calculated is more than $113.00, the
term "UnitedHealth Group Average Price" shall mean $113.00.
Stockholders of the Company will receive cash in lieu of any fractional
shares to which they would otherwise be entitled.
Notwithstanding the above, if the UnitedHealth Group Average Price is
$88.00 or less, UnitedHealth Group may elect that each share of Common Stock
issued and outstanding immediately prior to the effective time of the Merger
(other than shares owned by the Company as treasury stock, stock owned by the
UnitedHealth Group or any wholly owned subsidiary of UnitedHealth Group or the
Company and shares held by a holder who has not voted in favor of the Merger or
consented thereto in writing and who has demanded properly in writing appraisal
for such shares in accordance with Delaware General Corporate Law) will be
canceled and extinguished and be converted automatically into the right to
receive from UnitedHealth Group an amount of cash equal to the Per Share Price.
The Merger will be accounted for using the purchase method of accounting. The
parties intend for the
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Merger to qualify as a tax-free reorganization unless UnitedHealth Group makes
the cash payment election described in this paragraph.
The closing of the Merger is subject to customary conditions, including
approval of the Merger by the stockholders of the Company. UnitedHealth Group
entered into the Voting Agreement in order to increase the likelihood that the
Merger would be approved by the Company's stockholders and that no (i) other
acquisition proposal, (ii) reorganization, recapitalization, liquidation or
winding up of the Company or any other extraordinary transaction, or (iii)
corporate action that would frustrate the purposes or prevent or delay the
consummation of the transactions contemplated by the Merger Agreement, would be
approved by the Company's stockholders.
Under the terms of the Voting Agreement, each of the Stockholders
agreed to revoke all previous proxies granted with respect to the shares of
Common Stock he or she holds and to grant an irrevocable proxy appointing
UnitedHealth Group and each of its designees as his or her attorney-in-fact and
proxy, with full power of substitution, for and in his or her name, to vote,
express, consent or dissent, or otherwise use such voting power in favor of the
Merger. The Voting Agreement terminates upon the earlier of the termination of
the Merger Agreement or the effective time of the Merger. The foregoing
description of certain terms of the Merger Agreement and the Voting Agreement is
qualified in its entirety by reference to the full text of the Merger Agreement
and the Voting Agreement, which is incorporated herein by reference. Copies of
the Merger Agreement and the Voting Agreement are attached hereto as Exhibit
99.1 and Exhibit 99.2, respectively.
If the Merger is consummated, UnitedHealth Group will designate the
persons to serve on the Company's board of directors and as the Company's
management. Following the Merger, the Common Stock will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act and will be
delisted from the Nasdaq National Market.
Other than as described above, neither UnitedHealth Group nor, to the
best knowledge of UnitedHealth Group, any of its executive officers and
directors, has any plans or proposals which relate to, or may result in, any of
the matters listed in Items 4(a)-(j) of Schedule 13D (although UnitedHealth
Group reserves the right to develop such plans).
ITEM 5. Interest in Securities of the Issuer
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(a) and (b): As a result of the Voting Agreement, UnitedHealth Group
may be deemed to be the beneficial owner of 2,016,786 shares of Common Stock.
Such Common Stock constitutes approximately 39.1% of the shares of the Common
Stock currently outstanding. UnitedHealth Group may be deemed to have the shared
power to vote the shares that are subject to the Voting Agreement with respect
to the Merger. However, UnitedHealth Group (i) is not entitled to any rights as
a stockholder of the Company as to the shares that are subject to the Voting
Agreement and (ii) disclaims any beneficial ownership of the shares of Common
Stock that are covered by the Voting Agreement.
To the best knowledge of UnitedHealth Group, no executive officer or
director UnitedHealth Group beneficially owns any shares of Common Stock.
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(c) Except as described above, there have been no transactions in
shares of Common Stock by UnitedHealth Group, or, to the best knowledge of
UnitedHealth Group, any of its executive officers and directors during the past
60 days.
(d) The Stockholders have the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock that is the subject of the Voting Agreement.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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The descriptions of the Merger Agreement and the Voting Agreement set
forth in Items 3 and 4 above are incorporated herein by reference.
Except as set forth above, neither UnitedHealth Group nor, to the best
knowledge of UnitedHealth Group, any of its executive officers and directors,
has any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. Material to Be Filed as Exhibits
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Exhibit No. Description
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99.1 Agreement and Plan of Merger dated October 10, 2000,
by and among UnitedHealth Group, Leo Acquisition, and
the Company.
99.2 Voting Agreement, dated October 10, 2000, by and
among UnitedHealth Group and certain stockholders of
the Company.
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Signatures
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After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 20, 2000
UNITEDHEALTH GROUP INCORPORATED
/s/ David J. Lubben
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By: David J. Lubben
Its: Secretary
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Annex A
Identity and Background
of
Executive Officers and Directors
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of UnitedHealth Group
Incorporated. The principal business address of each such director and executive
officer is UnitedHealth Group Incorporated, UnitedHealth Group Center, 9900 Bren
Road East, Minnetonka, Minnesota 55343. Each of such directors and executive
officers is a citizen of the United States.
Name and Principal Business Address Occupation
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William W. McGuire, M.D. Chairman, Chief Executive Officer and
Director
William C. Ballard, Jr. Director; Of Counsel to the law firm of
Greenebaum, Doll & McDonald
Richard T. Burke Director; Owner, Chief Executive Officer
and Governor of the Phoenix Coyotes, a
National Hockey League team
James A. Johnson Director; Chairman and Chief Executive
Officer of Johnson Capital Partners, a
private investment company
Thomas H. Kean Director; President of Drew University
in New Jersey
Douglas W. Leatherdale Director; Chairman, Chief Executive
Officer, President and Chief Operating
Officer of The St. Paul Companies, Inc.
Walter F. Mondale Director; Partner in the law firm of
Dorsey & Whitney LLP
Mary O. Mundinger Director; Dean and Centennial Professor
of Health Policy, School of Nursing and
Associate Dean, Faculty of Medicine at
Columbia University in New York
Robert L. Ryan Director; Senior Vice President and
Chief Financial Officer of Medtronic,
Inc.
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William G. Spears Director; Managing Partner of W. G.
Spears Grisanti & Brown LLC, an
investment counseling and management
firm
Gail R. Wilensky Director; John M. Olin Senior Fellow at
Project HOPE, an international health
foundation, and Chair of the Medicare
Payment Advisory Commission
Stephen J. Hemsley President and Director
Arnold H. Kaplan Chief Financial Officer
David J. Lubben General Counsel and Secretary
Lois E. Quam Chief Executive Officer of UnitedHealth
Group's Ovations subsidiary
Jeannine R. Rivet Chief Executive Officer of UnitedHealth
Group's UnitedHealthcare subsidiary
R. Channing Wheeler Chief Executive Officer of UnitedHealth
Group's Uniprise subsidiary
