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PACIFICARE HEALTH SYSTEMS NOTIFIED BY MAJORITY STOCKHOLDER OF INTENTION TO ALLOW VOTING INTEREST TO DECREASE

 CYPRESS, Calif., Aug. 18 /PRNewswire/ -- PacifiCare Health Systems Inc. (NASDAQ: PHSYA, PHSYB) said today that it has been informed that its majority stockholder, UniHealth America, has adopted in principle an intention to allow its ownership interest in the Class A Common Stock of PacifiCare to decrease below 50 percent. The Class A Common Stock has one vote per share while the Class B Common Stock has no voting rights other than as required by Delaware law. Currently UniHealth owns 6,485,500 shares of Class A Common Stock, or 53 percent, and 3,160,500 shares of Class B Common Stock, or 21 percent, of all such shares outstanding. Combined, UniHealth owns 35 percent of the total shares outstanding of PacifiCare.
 The decision by UniHealth to permit its ownership interest in the Class A Common Stock to decrease below 50 percent represents a shift in UniHealth's policy, which had previously been to maintain voting control through a majority ownership in the Class A Common Stock. UniHealth has stated that it still expects to maintain a significant interest in PacifiCare as the company's single-largest stockholder.
 UniHealth has stated that its interest in the Class A Common Stock may be reduced by any one or a combination of various transactions, including but not limited to: (i) the issuance of Class A Common Stock by PacifiCare, (ii) the sale of Class A Common Stock by UniHealth, or (iii) the issuance of Class A Common Stock by PacifiCare in connection with an acquisition or other strategic investment.
 UniHealth said the policy was adopted by its board of directors to better enable PacifiCare to capitalize on business opportunities and pursue its growth strategies. In particular, UniHealth said that such new policy should eventually enable PacifiCare to issue stock in connection with acquisitions that may be accounted for using the pooling of interests method of accounting. In a recent announcement of a joint proposal with Blue Shield of California to consolidate and create a new non-profit organization, UniHealth stated that "it believes strongly in the future of PacifiCare Health Systems and its value as a separate financial asset of UniHealth."
 PacifiCare Health Systems is one of the nation's leading managed health care organizations. Primary operations include managed care products for employer groups and Medicare beneficiaries in California, Oklahoma, Oregon, Texas and Washington, serving more than 1 million members. Other specialty managed care operations include pharmacy benefit management, military health care management, coordination of managed care products for multiregion employers, health and life insurance, behavioral health, workers' compensation, health promotion and utilization review.
 -0- 8/18/93
 /CONTACT: David K. Erickson, investor relations, 714-229-2636, or Debby Iacunato, media relations, 714-220-3745, both for PacifiCare Health Systems/
 (PHSYA PHSYB)


CO: PacifiCare Health Systems Inc.; UniHealth America ST: California IN: HEA SU:

JL-LM -- LA005 -- 3843 08/18/93 08:01 EDT
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Publication:PR Newswire
Date:Aug 18, 1993
Words:471
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