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Prospectus - COVENTRY HEALTH CARE INC - 10/29/2004 - COVENTRY HEALTH CARE INC - 10-29-2004

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Prospectus - COVENTRY HEALTH CARE INC - 10/29/2004 - COVENTRY HEALTH CARE INC - 10-29-2004 Powered By Docstoc
					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) October 29, 2004

COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter)

Delaware 1-16477 52-2073000 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817 (Address of principal executive offices) (Zip Code) (301) 581-0600 (Registrant’s telephone number, including area code) Not Applicable (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 (17CFR 24(b))  Pre–commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 24(c))

SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS ITEM 1.01 - Entry into a Material Definitive Agreement The Company and the individuals noted below are in the process of negotiating the terms of new employment agreements, but as of the date of this report, the new employment agreements have not been finalized. After the new employment agreements have been finalized and executed by the parties, they will be included in a future report to be filed by the Company with the Securities and Exchange Commission. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Thomas McDonough, Coventry’s current Executive Vice President and Chief Operating Officer, will become President of Coventry Health Care and will assume responsibility for the pending acquisition of First Health Group effective January 1, 2005. Mr. McDonough, 55, was elected Executive Vice President of our Company in April 1998 and Chief Operating Officer in July 1998. He was Chief Executive Officer of Uniprise, a subsidiary of UnitedHealth Group, Incorporated, a diversified health and well being company, from November 1997 until April 1998; Executive Vice President, Customer Services Group from February 1997 to November 1997; and Senior Vice President, Claim Services from August 1995 through February 1997. Prior to 1995, he was the President of Harrington Service Corporation, an insurance services company, and the Chief Operating Officer of Jardine Group Services Corporation, an insurance brokerage company and third party administrator. Shawn Guertin, Coventry’s current Senior Vice President of Finance will become Executive Vice President and Chief Financial Officer effective January 1, 2005. Mr. Guertin, 41, was elected Senior Vice President of our Company in February 2003. He has served as President of Coventry Health and Life Insurance Company since February 2002. From April 1998 to February 2003, he was Vice President of Finance of our Company. Prior to that date, he was Vice President of Finance of Coventry Corporation from January 1998. From October 1995 to January 1998, he was a Vice President of UnitedHealth Group, Incorporated, a diversified health and well being company. Prior to that time, from 1993 to 1995, he served as a Vice President for The MetraHealth Companies, Inc., a Connecticut managed health care company, and for The Travelers, a Connecticut insurance company. Francis Soistman, President and Chief Executive Officer of HealthAmerica, Coventry’s largest franchise based in Pennsylvania, is promoted to the position of Executive Vice President – Health Plan Operations, and assumes responsibility for Coventry’s existing health plan businesses effective January 1, 2005. Mr. Soistman, 48, was elected Senior Vice President of our Company in April 1998. He was named President and Chief Executive Officer of HealthAmerica Pennsylvania, Inc. and HealthAssurance Pennsylvania, Inc., our Pennsylvania subsidiaries, in May 1998 and July 2001, respectively. He was Regional Vice President of Principal Health Care, Inc., from December 1994 to March 1998. From April 1994 to December 1994, he was Executive Director of Principal Health Care of the Mid-Atlantic, Inc., a wholly owned managed health care subsidiary of one of Principal’s subsidiaries. From January 1983 until March 1994, Mr. Soistman held various positions with Blue Cross Blue Shield of Maryland and its subsidiary companies. Harve DeMovick, Coventry’s Senior Vice President, Customer Service Organization and Chief Information Officer, will become Executive Vice President, Customer Service Operations and Chief Information Officer and will assume responsibility for information technology and customer service for all Coventry operations, including the pending acquisition of First Health Group effective January 1, 2005. Mr. DeMovick, 58, was elected Senior Vice President of our Company in April 1998. He was named President and Chief Executive Officer of HealthAmerica Pennsylvania, Inc. and HealthAssurance Pennsylvania, Inc., our Pennsylvania subsidiaries, in May 1998 and July 2001, respectively. He was Regional Vice President of Principal Health Care, Inc., from December 1994 to March 1998. From April 1994 to December 1994, he was Executive Director of Principal Health Care of the Mid-Atlantic, Inc., a wholly owned managed health care subsidiary of one of Principal’s subsidiaries. From January 1983 until March 1994, Mr. Soistman held various positions with Blue Cross Blue Shield of Maryland and its subsidiary companies. The Company and the individuals noted above are in the process of negotiating the terms of new employment agreements, but as of the date of this report, the new employment agreements have not been finalized. After the new employment agreements have been finalized and executed by the parties, it will be summarized in a future report to be filed by the Company with the Securities and Exchange Commission. Additional Information This communication is not a solicitation of a proxy from any security holder of First Health. Coventry and First Health intend to file a registration statement on Form S-4 with the SEC in connection with the Merger. The Form S-4 will contain a prospectus, a proxy statement and

other documents for the stockholders’ meeting of First Health at which time the proposed transaction will be considered. The Form S-4, proxy statement and prospectus will contain important information about Coventry, First Health, the Merger and related matters. Investors and stockholders should read the Form S-4, the proxy statement and prospectus and the other documents filed with the SEC in connection with the Merger carefully before they make any decision with respect to the Merger. The Form S-4, proxy statement and prospectus, and all other documents filed with the SEC in connection with the Merger will be available when filed free of charge at the SEC’s web site, www.sec.gov. In addition, all documents filed with the SEC by Coventry in connection with the Merger will be made available to investors free of charge by writing to: Coventry Health Care, Inc., 6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817, Attn: Investor Relations. All documents filed with the SEC by First Health in connection with the Merger will be made available to investors free of charge by writing to: First Health Group Corp., 3200 Highland Avenue, Downers Grove, Illinois 60515, Attn: Investor Relations. Coventry, First Health, their respective directors and executive officers may be deemed participants in the solicitation of proxies from First Health’s stockholders. Information concerning Coventry’s directors and certain executive officers and their direct and indirect interests in Coventry is contained in its proxy statement for its 2004 annual meeting of stockholders. Information concerning First Health’s directors and certain executive officers and their direct and indirect interests in First Health is contained in its proxy statement for its 2004 annual meeting of stockholders. Additional information regarding the interests of these participants in the Merger will be available in the proxy statement regarding the Merger. Investors can obtain free copies of these documents from the SEC’s website. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 Financial Statements and Exhibits c) Exhibits Exhibit No. 99.1 Description of Exhibit Coventry Health Care, Inc.’s press release announcing organizational changes.

SIGNATURE 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. COVENTRY HEALTH CARE, INC. By: /s/ Dale B. Wolf Dale B. Wolf Executive Vice President, Chief Financial Officer and Treasurer Dated: October 29, 2004

EXHIBIT INDEX Exhibit No. 99.1 Description of Exhibit Coventry Health Care, Inc.’s press release announcing organizational changes.

Exhibit 99.1

COVENTRY HEALTH CARE ANNOUNCES ORGANIZATIONAL CHANGES
Bethesda, Maryland (October 25, 2004) — Coventry Health Care, Inc. (NYSE:CVH) announced today several organizational changes as part of the succession planning resulting from Allen Wise’s retirement and the naming of Dale Wolf as his successor as Coventry’s CEO effective January 1, 2005. All of these organizational changes become effective January 1, 2005. Thomas McDonough, Coventry’s current Executive Vice President and Chief Operating Officer, will become President of Coventry Health Care and will assume responsibility for the pending acquisition of First Health Group. Tom has served as Executive Vice President and Chief Operating Officer of Coventry since joining the company in April 1998, overseeing all of Coventry’s health plan operations. Before joining Coventry, Tom served as Chief Executive Officer of Uniprise, a subsidiary of UnitedHealth Group which provides health benefit services to large, multi–state employers. Prior to United, Tom was President of Harrington Service Corporation, an insurance brokerage and consulting company based in Columbus, Ohio, with 18 locations throughout the country. In addition, Tom’s background also includes ten years with Jardine Group Services Corporation, an insurance brokerage company specializing in brokerage, marketing and administrative services for large corporations, affinity groups and associations, and 11 years with Travelers Insurance Company. ―Tom has been instrumental in leading Coventry’s health plans to record membership and earnings growth,‖ said Dale Wolf, ―I look forward to working with Tom as he leads our efforts with respect to First Health.‖ Shawn Guertin, Coventry’s current Senior Vice President of Finance will become Executive Vice President and Chief Financial Officer effective January 1, 2005. Shawn has been with Coventry since 1998 and currently oversees the underwriting and actuarial functions of the company. He has served as President of Coventry Health and Life Insurance Company since February 2002. From August 1995 to January 1998, Shawn was Vice President of UnitedHealth Group. Prior to 1995, he served as Vice President for the MetraHealth Companies, Inc., a Connecticut managed health care company. ―Coventry has benefited greatly from Shawn’s oversight and controls around pricing, contracting, reserving and trend analysis,‖ said Dale Wolf, ―Shawn’s approach is best reflected by his leadership in the development of sophisticated analytic and modeling tools that enable Coventry to make disciplined, data driven decisions.‖ Francis Soistman, President and Chief Executive Officer of HealthAmerica, Coventry’s largest franchise based in Pennsylvania, is promoted to the position of Executive Vice President — Health Plan Operations, and assumes responsibility for Coventry’s existing health plan businesses. Fran joined Coventry in 1998 when Coventry merged with Principal Health Care. Fran was Regional Vice President of Principal Health Care responsible for overseeing eight HMOs operating in 12 markets throughout the United States. Fran’s experience also includes a long tenure with Blue Cross and Blue Shield of Maryland. ―Fran has done an outstanding job in growing our Pennsylvania franchise both in terms of membership and profitability,‖ said Dale Wolf, ―Fran’s commitment to customer service and quality health care is exemplary and will set the bar for excellence as he moves forward in his new role.‖ Harve DeMovick, Coventry’s Senior Vice President, Customer Service Organization and Chief Information Officer, will become Executive Vice President, Customer Service Operations and Chief Information Officer and will assume responsibility for information technology and customer service for all Coventry operations, including the pending acquisition of First Health Group. Harve has served in many executive capacities at Coventry since 1997, including Government Programs, Human Resources, Customer Service Operations and Information Technology. Before joining Coventry, Harve was responsible for Customer Administrative Services for United Health Group. Prior to United, he worked at Cigna with responsibilities in health plan management, Information Technology and Human Resources. ―Harve has driven the integration and consolidation of Coventry’s claims, customer service and information technology operations into a world class, cost effective business,‖ said Dale Wolf, ―Under Harve’s leadership, Coventry’s information system and customer service costs rank among the lowest in the industry.‖ ―Coventry is fortunate to have a deep and talented pool of experienced business leaders,‖ said Dale Wolf, Coventry’s current Chief Financial Officer, and CEO effective January 1, 2005, ―With these appointments, I believe we have an executive management team that will build upon Coventry’s outstanding record of profitable growth.‖ Coventry Health Care is a managed health care company based in Bethesda, Maryland operating health plans and insurance companies under the names Coventry Health Care, Coventry Health and Life, Altius Health Plans, Carelink Health Plans, Group Health Plan, HealthAmerica, HealthAssurance, HealthCare USA, OmniCare, PersonalCare, SouthCare, Southern Health and WellPath. The Company provides a full range of managed care products and services, including HMO, PPO, POS, Medicare+Choice, Medicaid, and Network Rental to 3.1 million members in a broad cross section of employer and government–funded groups in 15 markets throughout the Midwest, Mid-Atlantic and Southeast United States. More information is available on the Internet at http://www.cvty.com/ This press release may contain forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, relating to future events or future financial performance. Actual performance may be significantly impacted by certain risks and uncertainties, including those described in the Company’s Annual Report on Form 10–K for the year ended December 31, 2003 filed with the Securities and Exchange Commission (SEC).