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PACIFICARE HEALTH SYSTEMS ANNOUNCES PROPOSED NEW CLASS OF COMMON STOCK AND STOCK DIVIDEND

 PACIFICARE HEALTH SYSTEMS ANNOUNCES
 PROPOSED NEW CLASS OF COMMON STOCK AND STOCK DIVIDEND
 CYPRESS, Calif., April 29 /PRNewswire/ -- PacifiCare Health Systems, Inc. (NASDAQ: PHSY) announced today that its board of directors has approved and recommended to its shareholders an amendment to the company's Certificate of Incorporation which, among other things: (1) reclassifies the existing common stock of the company as class A common stock; (2) authorizes a new class of non-voting common stock designated as class B common stock; (3) increases the total number of authorized shares of the company's common stock from 20 million to 90 million; and (4) reduces the par value of the common stock from $0.50 per share to $0.01 per share.
 Upon approval of the amendment by shareholders at a special meeting scheduled for June 4, 1992, the board of directors intends to promptly declare a stock dividend in which shareholders will receive one share of non-voting class B common stock for each share of class A common stock held. Immediately after the stock dividend, all shareholders will have substantially the same relative voting and equity ownership positions as they had just prior to the stock dividend. The effect of the stock dividend will be similar in nature to a two-for-one stock split of the company's existing common stock.
 "We view the reclassification amendment and stock dividend as positive developments for PacifiCare Health Systems and its shareholders," said Terry Hartshorn, president and chief executive officer. "The creation of non-voting class B common stock will enhance the opportunity for long-term growth by offering the company added flexibility in the issuance of new equity in future financings or acquisitions without diluting the voting power of the existing shareholders.
 "The non-voting class B common stock will also have a protective feature designed to minimize the economic reasons for the two classes of common stock to trade at disparate market prices. We anticipate that both classes of common stock will be publicly traded on the NASD Automated Quotation National Market System, which is where PacifiCare Health Systems' existing common stock trades."
 PacifiCare Health Systems owns and operates HMOs in California, Oklahoma, Oregon, Texas and Washington. The company also operates Secure Horizons, one of the nation's largest and fastest growing Medicare risk programs. Other operations include Columbia General, an insurance subsidiary licensed in 35 states; Pacific Review Services, an independent utilization review and case management company; and LifeLink, a chemical dependency and behavioral health company.
 -0- 4/29/92
 /CONTACT: Wayne Lowell, CFO, 714-952-1121, or David K. Erickson, 714-229-2636, both of PacifiCare Health Systems/
 (PHSY) CO: PacifiCare Health Systems ST: California IN: HEA INS SU: DIV


EH-JL -- LA034 -- 4692 04/29/92 22:05 EDT
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Publication:PR Newswire
Date:Apr 29, 1992
Words:447
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