SEC Division of Corporation Finance no-action letter: PacifiCare Health Systems, Inc.

( DORSEY
JONATHAN B. ABRAM
(612) 343-7962
Securities Exchange Act of 1934, Rule 12h-3
Securities Exchange Act of 1934, Section 13(a) and Section 15(d) VIA EMAlL AND FACSIMILE Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Email: cfletters@sec.gov Re: UnitedHealth Group Incorporated (Commission File No. 001-1 0864); PacifiCare Health Systems, Inc. (Commission File No. 001-31700) Ladies and Gentlemen:
We are writing on behalf of UnitedHealth Group Incorporated, a Minnesota corporation ("UHG"), to request that the staff of the Office of Chief Counsel, Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "SEC") confirm that it will not recommend enforcement action to the SEC if, under the circumstances described below, PacifiCare Health Systems, LLC, a Delaware limited liability company ("PacifiCare LLC"), files a certificate on Form 15 ("Form 15") on behalf of PacifiCare Health Systems, Inc., a Delaware corporation ("PacifiCare"), to suspend PacifiCare's reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 12h-3 thereunder ("Rule 12h-3"), including the suspension of PacifiCare's duty to file its Annual Report on Form 10-K for the year ending December 31,2005.
I. Background
UHG, Point Acquisition LLC, a Delaware limited liability company and a direct wholly￾owned subsidiary of UHG ("Point Acquisition"), and PacifiCare entered into an Agreement and Plan of Merger, dated as of July 6, 2005 (the "Merger Agreement"), which provides, among other things, that PacifiCare would merge with and into Point Acquisition (the "Merger"). The Merger was completed and effective on December 20, 2005. As a result of the Merger, the separate corporate existence of PacifiCare ceased and Point Acquisition survived as a wholly￾owned subsidiary of UHG with the name PacifiCare Health Systems LLC, and it succeeded, and assumed all the rights and obligations of, PacifiCare. Prior to the Merger, each share of PacifiCare common stock outstanding carried with it the related right (each, a "Preferred Share Purchase Right" and collectively, the "Preferred DORSEY & WHITNEY LLP . WWW.DORSEY.COM . T 61 2.340.2600 . F 61 2.340.2868 SUITE 1500 . 50 SOUTH SIXTH STREET. MINNEAPOLIS, MINNESOTA 55402-1498 USA CANADA EUROPE ASIA