SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pacificare Health Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
695112102
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1: and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page 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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Group International, Inc.
95-4154357
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
4,166,010
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
4,611,410
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,611,410 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Guardian Trust Company
95-2553868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
1,728,230
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
2,173,630
PERSON WITH
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,173,630 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Item 1(a) Name of Issuer:
Pacificare Health Systems, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
5995 Plaza Drive
Cypress, CA 90630-5028
Item 2(a) Name of Person(s) Filing:
Capital Group International, Inc., Capital Guardian Trust
Company
Item 2(b) Address of Principal Business Office:
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
695112102
Item 3 The person(s) filing is(are):
(b) [X] Bank as defined in Section 3(a)(6) of the Act.
(g) [X] Parent Holding Company in accordance with Section
240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
Capital Group International, Inc. is the parent holding company
of a group of investment management companies that hold
investment power and, in some cases, voting power over the
securities reported in this Schedule 13G. the investment
management companies, which include a "bank" as defined in
Section 3(a)6 of the Securities Exchange Act of 1934 (the
"Act") and several investment advisers registered under Section
203 of the Investment Advisers Act of 1940, provide investment
advisory and management services for their respective clients
which include registered investment companies and institutional
accounts. Capital Group International, Inc. does not have
investment power or voting power over any of the securities
reported herein; however, Capital Group International, Inc. may
be deemed to "beneficially own" such securities by virtue of
Rule 13d-3 under the Act.
Capital Guardian Trust Company, a bank as defined in Section
3(a)6 of the Act is deemed to be the beneficial owner of
2,173,630 shares or 5.0% of the 43,571,000 shares of Common
Stock believed to be outstanding as a result of its serving as
the investment manager of various institutional accounts.
<PAGE>
Item 5 Ownership of 5% or Less of a Class: [ ]
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
1.
Capital Guardian Trust Company is a bank as defined in
Section 3(a)(6) of the Act and a wholly owned subsidiary of
Capital Group International, Inc.
2.
Capital International Limited (CIL) does not fall within any
of the categories described in Rule 13d-1-(b)(ii)(A-F) but
its holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CIL is a
wholly owned subsidiary of Capital Group International, Inc.
3.
Capital International S.A. (CISA) does not fall within any of
the categories described in Rule 13d-1-(b)(ii)(A-F) but its
holdings of any reported securities come within the five
percent limitation as set forth in a December 15, 1986 no-
action letter from the Staff of the Securities and Exchange
Commission to The Capital Group Companies, Inc. CISA is a
wholly owned subsidiary of Capital Group International, Inc.
4.
Capital International Research and Management, Inc. dba
Capital International, Inc. is an Investment Adviser
registered under Section 203 of the Investment Adviser Act of
1940 and is a wholly owned subsidiary of Capital Group
International, Inc. which is a wholly owned subsidiary of
Capital Group International, Inc.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
CUSIP: 695112102 Page 5 of 7
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 10, 1999 (For the period ended
November 30, 1999)
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Group International, Inc.
Date: December 10, 1999 (For the period ended
November 30, 1999)
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Guardian Trust Company
*By
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 29,
1999 included as an Exhibit to Schedule 13G filed with
the Securities and Exchange Commission by Capital
Guardian Trust Company on February 8, 1999 with respect
to Acclaim Entertainment, Inc.
CUSIP: 695112102 Page 6 of 7
AGREEMENT
Los Angeles, CA
December 10, 1999
Capital Group International, Inc. ("CGII"), Capital Guardian Trust
Company ("CGTC") hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934 (the "Act") in connection
with their beneficial ownership of Common Stock issued by Pacificare
Health Systems, Inc.
CGII, CGTC state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGII, CGTC are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL GROUP INTERNATIONAL, INC.
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Group International,
Inc.
CAPITAL GUARDIAN TRUST COMPANY
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Guardian Trust Company
*By
Michael J. Downer
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 29, 1999
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital Guardian Trust Company on
February 8, 1999 with respect to Acclaim Entertainment, Inc
