UAM Universal American Corp. New (delisted)

PROXY STATEMENT

This Proxy Statement contains information related to a special meeting of stockholders of Universal American Corp. (referred to herein as the “Company” or “UAM”) to be held on [●], 2017, at 10:00 a.m., local time, at the offices of the Company, located at 44 South Broadway, White Plains, New York 10601, and at any adjournments or postponements thereof. The Company is furnishing this Proxy Statement to the holders of UAM common stock   as part of the solicitation of proxies by the Company’s Board of Directors (referred to herein as the “Board of Directors”) for use at the special meeting. At the special meeting you will be asked to, among other things, consider and vote on the adoption of the Agreement and Plan of Merger, dated as of November 17, 2016 (referred to herein, as it may be amended, as the “merger agreement”), by and among WellCare Health Plans, Inc. (referred to herein as “WellCare”), Wind Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of WellCare (referred to herein as “Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company (referred to herein as the “merger”) and certain other transactions will be effected  with the Company surviving as an indirect wholly owned subsidiary of WellCare. This Proxy Statement is first being mailed to holders of UAM common stock on or about [●], 2017.

SUMMARY TERM SHEET

This following summary term sheet highlights selected information contained in this Proxy Statement and may not contain all of the information that is important to you. The Company urges you to read this entire Proxy Statement carefully, including the appendices, before voting. The Company has included section references to direct you to a more complete description of the topics described in this summary term sheet. You may obtain the information incorporated by reference into this Proxy Statement without charge by following the instructions in “Where Stockholders Can Find More Information” beginning on page 100.

The Companies Involved in the Merger

The Company, a Delaware corporation headquartered in White Plains, New York, provides health benefits to people covered by Medicare. For further information, see “The Companies—Universal American Corp.” beginning on page 20.

Headquartered in Tampa, Florida, WellCare focuses exclusively on providing government-sponsored managed care services, primarily through Medicaid, Medicare Advantage and Medicare Prescription Drug Plans, to families, children, seniors and individuals with complex medical needs. WellCare served approximately 3.8 million members nationwide as of September 30, 2016. For further information, see “The Companies—WellCare Health Plans, Inc.” beginning on page 20.

Merger Sub is a Delaware corporation and an indirect wholly owned subsidiary of WellCare. Merger Sub was formed for the sole purpose of entering into the merger agreement and consummating the merger. For further information, see “The Companies—Wind Merger Sub, Inc.” beginning on page 21.

The Merger (Proposal 1)

You are being asked to consider and vote on a proposal to adopt the merger agreement, a copy of which is attached hereto as Appendix A. The merger agreement provides, among other things, that at the effective time of the merger, Merger Sub will merge with and into the Company, with the Company surviving the merger (referred to herein the “surviving corporation”) as an indirect wholly owned subsidiary of WellCare. If the merger is completed, each

outstanding share of common stock, par value $0.01 per share, of the Company (referred to herein as the “common stock” or the “UAM common stock”) will be cancelled and automatically converted into the right to receive $10.00 in cash (referred to herein as the “per share merger consideration”), without interest and less applicable withholding taxes (other than (a) shares of UAM common stock held in the treasury of the Company or owned by the Company or any of its wholly owned subsidiaries, (b) shares of UAM common stock owned by WellCare or any of its affiliates (including Merger Sub), and (c) shares of UAM common stock whose holders have not voted in favor of adopting the merger agreement and have demanded and perfected (and not withdrawn or waived) their appraisal rights in compliance with Section 262 of the General Corporation Law of the State of Delaware). For further information, see “The Special Meeting” beginning on page 24 and “The Merger (Proposal 1)” beginning on page 29.

Advisory Vote on Golden Parachute Compensation (Proposal 2)

In connection with the merger, you are being asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, certain agreements and other items of compensation tied to or based on the merger that are payable to the Company’s named executive officers under arrangements with the Company and WellCare (which is referred to in this Proxy Statement as the “golden parachute” compensation). For further information, see “Advisory Vote on Golden Parachute Compensation (Proposal 2)” beginning on page 90.

The Special Meeting

The special meeting of the holders of the Company’s common stock will be held on [●], 2017, at 10:00 a.m. (Eastern Time), at the offices of the Company, located at 44 South Broadway, White Plains, New York 10601, and at any adjournments or postponements thereof (such meeting, referred to herein as the “special meeting”).

For further information, see “The Special Meeting” beginning on page 24.

Record Date and Quorum

The holders of record of UAM common stock as of the close of business on [●], 201[●] (the record date for determination of stockholders entitled to notice of and to vote at the special meeting) are entitled to receive notice of and to vote at the special meeting. On the record date, [●] shares of UAM common stock were outstanding and entitled to vote at the special meeting.

The presence at the special meeting, in person or by proxy, of the holders of record of a majority of the UAM common stock outstanding at the close of business on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting.

For further information, see “The Special Meeting—Record Date; Stockholders Entitled to Vote; Quorum; Voting Information” beginning on page 24.

Required Vote of the Company’s Stockholders

The affirmative vote of the holders of a majority of the shares of UAM common stock outstanding and entitled to vote is necessary to adopt the merger agreement (Proposal 1). Abstentions and “broker non-votes” (which, when referred to herein, means when a broker holding shares of UAM common stock for a beneficial owner does not receive instructions from such beneficial owner with respect to a particular matter) will have the same effect as a vote against adoption of the merger agreement. See “The Merger (Proposal 1)” beginning on page 29.

The affirmative vote of the majority of the shares of UAM common stock present in person or represented by proxy at the special meeting and entitled to vote thereon and thereat is required for the approval of the advisory (non-binding) proposal on the “golden parachute” compensation (Proposal 2). The vote to approve the “golden parachute” compensation is advisory only and will not be binding on the Company or WellCare and is not a condition to completion of the merger. If the merger agreement is adopted by the holders of UAM common stock and the merger completed, the “golden parachute” compensation may be paid to the Company’s named executive officers even if holders of UAM common stock fail to approve the golden parachute compensation. Abstentions are

treated as a vote against the proposal to approve the “golden parachute” compensation (Proposal 2) if your shares are otherwise present in person or otherwise represented in proxy at the special meeting. However, broker non-votes (or other failures to vote) will have no effect on the proposal to approve the “golden parachute” compensation (Proposal; 2). See “The Special Meeting—Record Date; Stockholders Entitled to Vote; Quorum; Voting Information” beginning on page 24 and see also “Advisory Vote on Golden Parachute Compensation (Proposal 2)” beginning on page 90.

The approval of the proposal to adjourn or postpone the special meeting if there are not sufficient votes to adopt the merger proposal (Proposal 3) requires the affirmative vote of the majority of the shares of UAM common stock present in person or represented by proxy at the special meeting and entitled to vote thereon and thereat. Abstentions are treated as a vote against the proposal to approve the adjournment or postponement of the special meeting proposal (Proposal 3) if your shares are otherwise present in person or otherwise represented in proxy at the special meeting. However, broker non-votes (or other failures to vote) will have no effect on the proposal to approve the adjournment or postponement of the special meeting proposal (Proposal 3).  See “The Special Meeting—Record Date; Stockholders Entitled to Vote; Quorum; Voting Information” beginning on page 24 and see also “Adjournment or Postponement of the Special Meeting (Proposal 3)” beginning on page 94.

Voting Information

You will have one vote for each share of UAM common stock that you owned at the close of business on the record date. If your shares are held in “street name” by a broker, bank, trust, custodian or other nominee (referred to herein as a “broker”), you will need to provide your broker with instructions on how to vote your shares. Before voting your shares of UAM common stock, you should read this Proxy Statement in its entirety, including its appendices, and carefully consider how the merger affects you. Then, submit your completed, dated and signed proxy by Internet, by telephone or by mail, as soon as possible so that your shares can be voted at the special meeting. For more information on how to vote your shares, please refer to “The Special Meeting—Record Date; Stockholders Entitled to Vote; Quorum; Voting Information” beginning on page 24.

Board Recommendation

On November 16, 2016, after careful consideration, the Board of Directors unanimously (a) approved and declared advisable the merger agreement, the merger and the transactions contemplated by the merger agreement, (b) declared that it is in the best interests of the stockholders of the Company that the Company enter into the merger agreement and consummate the merger on the terms and subject to the conditions set forth in the merger agreement, (c) directed that the merger agreement be submitted to a vote at a meeting of the stockholders of the Company, and (d) recommended to the holders of UAM common stock that they adopt the merger agreement.

Accordingly, the Board of Directors unanimously recommends a vote “FOR” the proposal to adopt the merger agreement (Proposal 1). The Board also unanimously recommends a vote “FOR” the nonbinding proposal on golden parachute compensation (Proposal 2) compensation proposal and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement (Proposal 3).

For further information, see “The Merger (Proposal 1)” beginning on page 29, see “Advisory Vote on Golden Parachute Compensation (Proposal 2)” beginning on page 90, and see “Adjournment or Postponement of the Special Meeting (Proposal 3)” beginning on page 94.

Opinion of MTS

On November 16, 2016, in connection with the proposed merger, MTS Securities, LLC (referred to herein as “MTS Securities”), an affiliate of the Company’s financial advisor, MTS Health Partners, L.P. (referred to herein as “MTS”), delivered to the Board of Directors the oral opinion of MTS Securities, which was subsequently confirmed in a written opinion, dated November 17, 2016 (which opinion is referred to herein as the “MTS opinion”), that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken set forth therein, the merger consideration to be received by

the holders of UAM common stock (other than shares held by WellCare, Merger Sub or any affiliate of WellCare or Merger Sub) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of the MTS opinion is attached to this Proxy Statement as Appendix C and is incorporated into this Proxy Statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by MTS Securities in rendering its opinion. You should read the MTS opinion carefully in its entirety. MTS Securities provided the MTS opinion for the information and assistance of the Board of Directors in connection with its consideration of the merger and does not address any other aspect of the merger. The MTS opinion is not a recommendation as to how any holder of UAM common stock should vote with respect to the merger or to take any other action in connection with the merger or otherwise. For a further discussion of the MTS opinion, see “The Merger (Proposal 1)—Opinion of the Company’s Financial Advisor” beginning on page 42.

Conditions to the Merger

Completion of the merger is subject to the satisfaction or waiver of conditions, which are further described in “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 84. These conditions include, among others:

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the adoption of the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of UAM common stock;

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the expiration or termination of the regulatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to herein as the “HSR Act”);

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the receipt of all consents  or the making of all required notices with respect to the Texas Department of Insurance (referred to herein as “TDI”) and the New York Department of Financial Services (referred to herein as “NYDFS”);

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the absence of any order or law of any governmental entity that enjoins or otherwise prohibits the consummation of the merger;

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the absence of a material adverse effect on the Company since the date of the merger agreement;

—

the Company’s, WellCare’s and Merger Sub’s performance in all material respects of their obligations under the merger agreement; and

—

the accuracy of the representations and warranties of the Company, WellCare and Merger Sub (subject in certain cases to certain materiality, knowledge and other qualifications).

Regulatory Approvals

The merger cannot be completed until the Company and WellCare each file a notification and report form under the HSR Act and the applicable waiting periods have expired or been terminated. Notification and Report Forms were filed with the Antitrust Division of the Department of Justice and Federal Trade Commission on November 30, 2016.

Pursuant to the insurance and healthcare laws and regulations of certain states and the U.S. federal government, and pursuant to certain licenses and contracts of the Company and certain of its subsidiaries, applicable regulatory authorities must approve, or be notified of, WellCare’s acquisition of control of the Company’s insurance companies and other regulated entities. To obtain these approvals and provide such notices, WellCare, the Company, and certain of their respective subsidiaries, as applicable, will file or have filed acquisition of control and material modification or similar statements, notices or applications, as required by the insurance and healthcare laws and regulations of each applicable jurisdiction or the UAM regulated entities’ licenses and contracts.

The parties have agreed to use their respective reasonable best efforts to promptly obtain any approvals from governmental authorities for the merger, including all antitrust and regulatory approvals, to make any necessary submissions, to take all other actions necessary or advisable to obtain the required consents and to defend against any legal actions challenging the merger. WellCare has also agreed to promptly take any and all action necessary to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would have the effect of preventing or delaying the closing of the merger and to resolve the objections, any governmental authority asserts with respect to the transactions contemplated by the merger agreement, and to avoid or eliminate each and every impediment under any law reasonably expected to be asserted by any governmental authority with respect to the transactions contemplated by the merger agreement so as to enable the closing of the merger to occur as soon as reasonably possible, unless such actions would reasonably be expected to have a material adverse effect on the business of WellCare. For further information, see “The Merger (Proposal 1)—Regulatory Approvals” beginning on page 50.

Representations, Warranties and Covenants

The merger agreement contains representations, warranties and covenants of the parties customary for a transaction of this nature. The Company has agreed, subject to certain terms and conditions, to various covenants and agreements, including, among others: (a) to use reasonable best efforts to conduct its operations only in the ordinary course of business; and (b) to promptly call a meeting of the holders of UAM common stock to vote on the merger agreement and the merger. For further information, see “The Merger—Representations and Warranties” beginning on page 68 and “The Merger—Covenants of the Company” beginning on page 71.

No Solicitation of Other Offers

Following the execution of the merger agreement, the Company became subject to customary “no-shop” provisions with respect to its ability to solicit alternative acquisition proposals from third parties and to provide information to or enter into, engage in or maintain discussions or negotiations with third parties regarding alternative acquisition proposals.  However, prior to receipt of the stockholder approval, the no-shop provision is subject to a “fiduciary out” provision that allows: (a) the Company to provide third parties with access and information in response to an unsolicited acquisition proposal and to participate in discussions, communications and negotiations regarding such acquisition proposal, in each case; provided, that (x) the Board of Directors determines in good faith that such acquisition proposal constitutes or would reasonably be expected to lead to a superior proposal and (y) the Company complies with the terms of the merger agreement (including (i) entering into acceptable confidentiality agreements prior to making third-party disclosures, (ii) providing non-public information that has not been previously provided to WellCare and is shared with third parties to WellCare substantially concurrently with the time it is shared with such person, (iii) providing WellCare with notice and certain information with respect to such acquisition proposals and (iv) allowing WellCare matching rights); (b) the Company to terminate the merger agreement to enter into an acquisition agreement with a third-party with respect to a superior proposal; and (c) the Board of Directors to change its recommendation to the holders of UAM common stock in respect of the merger agreement due to an intervening event. See “The Merger Agreement—Covenants of the Company—Solicitation of Takeover Proposals” beginning on page 74, and “The Merger Agreement—Covenants of the Company—Fiduciary Out; Superior Proposals; Intervening Events” beginning on page 75.

Termination; Termination Fee and Damages

The merger agreement contains certain specified termination provisions, including, among others, a mutual termination right if the merger has not been consummated on or before June 19, 2017, which date may be extended until November 17, 2017, if as of June 19, 2017 all conditions to the closing of the merger have been satisfied or waived other than the conditions pertaining to antitrust and regulatory approval and the absence of any legal restraint that enjoins or prohibits consummation of the merger relating to antitrust or regulatory approvals or arises from legal actions initiated by a governmental authority. The Company must pay to WellCare an $18,000,000 termination fee (plus up to $2,000,000 for out-of-pocket expense reimbursement) if the merger agreement is terminated following a withdrawal, modification or amendment of the Board of Directors’ recommendation to the holders of UAM common stock in respect of the merger in any manner adverse to WellCare, or if the Company terminates the merger agreement to enter into a definitive agreement with a third-party with respect to a “superior proposal”, as set forth in, and subject to the conditions of, the merger agreement. The Company also must pay to WellCare an $18,000,000 termination fee (plus up to $2,000,000 for out-of-pocket expense reimbursement) if the merger agreement is

terminated for certain specified circumstances (and an acquisition proposal has been made by a third-party after the date of the merger agreement and not withdrawn prior to the special meeting) and the Company enters into a definitive agreement with respect to, or otherwise consummates, a competing proposal within 12 months after the termination of the merger agreement.

The merger agreement also provides that if the merger agreement is terminated on account of the willful and material (a) failure of any party to perform its covenants, obligations or agreements or (b) breach by any party of its representations or warranties contained in the merger agreement, then such party will be liable for any damages incurred or suffered by the other parties as a result of such failure or breach (which, in the case of damages sought by the Company, will take into account the consideration that would have otherwise been payable to the holders of UAM common stock or UAM preferred stock, as applicable, pursuant to the merger agreement and the loss of market value or stock price of the Company).

For further information, see “The Merger Agreement—Termination” beginning on page 85 and “The Merger Agreement—Effect of Termination; Termination Fee and Remedies” beginning on page 86.

Specific Performance

Under certain circumstances, a party to the merger agreement may seek specific performance to require the other party to complete the merger. Each party will be entitled to injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in the Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). See “The Merger Agreement—Specific Performance” beginning on page 88.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board of Directors, you should be aware that some of the Company’s executive officers and directors have interests in the merger that may be different from your interests as a stockholder and that may present actual or potential conflicts of interest. The Board of Directors was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the Company stockholders adopt the merger agreement. These interests are discussed in “The Merger (Proposal 1)—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 52 and “Advisory Vote on Golden Parachute Compensation (Proposal 2)” beginning on page 90.

Material U.S. Federal Income Tax Consequences of the Merger

The merger will be a taxable event for U.S. federal income tax purposes. Each U.S. holder (as defined in this Proxy Statement) will recognize a taxable gain or loss equal to the difference between the consideration received (prior to reduction for any applicable withholding taxes) in the merger and the U.S. holder’s adjusted tax basis in the shares of UAM common stock surrendered. A non-U.S. holder generally will not be subject to U.S. federal income tax on the gain, if any, recognized in the merger. See “The Merger (Proposal 1)—Certain Material U.S. Federal Income Tax Consequences” beginning on page 59 for a discussion of material U.S. federal income tax consequences of the merger to certain U.S. holders and certain non-U.S. holders.   The tax consequences of the merger to you will depend on the facts of your own situation. You are urged to consult your tax advisor for a full understanding of the tax consequences of the merger .

Treatment of Preferred Stock

Unless, prior to the effective time of the merger, the Company has redeemed each share of UAM Series A preferred stock (referred to herein as “UAM preferred stock”), as required by the certificate of designation, WellCare will cause the surviving corporation to redeem, in whole and not in part, each share of UAM preferred stock that is issued and outstanding as of the effective time in accordance with the terms of the certificate of designation. If the merger is not consummated by April 29, 2017, then, in accordance with the certificate of designation, each share of UAM preferred stock must be redeemed on such date by the Company for cash in an amount equal to $25.00 per

share, plus accumulated and unpaid dividends. For further information, see “The Merger (Proposal 1)—Treatment of Preferred Stock” beginning on page 55.

Treatment of Company Options and Restricted Shares

Pursuant to the terms of the merger agreement, as of the effective time of the merger, (x) each option (including performance options) to acquire shares of UAM common stock (referred to herein as a “Company Option”) that is outstanding immediately prior to the effective time of the merger, whether or not then exercisable or vested, will be cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the per share merger consideration over the per share exercise price of such Company Option multiplied by the aggregate number of shares of UAM common stock in respect of such Company Option immediately before the effective time of the merger and (y) each share of the Company’s restricted common stock (including performance shares) (referred to herein as a “Restricted Share”) that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive an amount in cash equal to the per share merger consideration in cash. The right to receive the foregoing cash amounts with respect to Company Options and Restricted Shares will vest and be payable (a) with respect to Company Options or Restricted Shares that are vested as of the effective time of the merger in accordance with their terms, at the effective time of the merger and (b) with respect to Company Options or Restricted Shares that are not vested in accordance with their terms at the effective time of the merger, in each case, subject to the applicable holder’s continued employment through the applicable vesting date, on the earlier of (i) the 12-month anniversary of the date that the effective time occurs (or the next payroll date following such anniversary) and (ii) the next payroll date following the date on which such Company Option or Restricted Share, as applicable, would have otherwise vested in accordance with its terms, and in all cases, without any interest for the period from the effective time of the merger until such date; provided, that, equity awards granted in 2017 to employees (which shall be in the form of Restricted Shares) will convert into an equivalent cash award based on the value of the per share merger consideration and shall vest and be payable in accordance with the scheduled vesting terms of such awards, without any interest for the period from the effective time of the merger until such date. In addition, with respect to all Company Options and Restricted Shares (including those awards granted in 2017), if the employment with WellCare (or any of its affiliates) of a holder of Company Options or Restricted Shares is, prior to the applicable payment date, terminated by WellCare (or any of its affiliates) for any reason other than “cause” or by the holder for “good reason” (in each case, as such term is defined in the merger agreement), the payment in respect of the Company Options or Restricted Shares, as applicable, will be accelerated to the next practicable payroll date after the date of termination. Company Options and Restricted Shares owned by members of management and the Board of Directors will be treated the same as outstanding Company Options and Restricted Shares held by other employees, except that any unvested awards owned by members of the Board of Directors will accelerate and vest at the effective time. For further information, see “The Merger (Proposal 1)—Treatment of Equity-Based Awards” beginning on page 54.

Appraisal Rights

Holders of UAM common stock outstanding immediately prior to the effective time who oppose the merger may exercise their right to seek appraisal of the fair value of their shares of UAM common stock as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they (a) have not voted in favor of the merger or consented to it in writing, (b) have continuously held such UAM common stock through the effective time of the merger, and (c) are entitled to demand and have demanded the appraisal of such shares in accordance with, and have complied in all respects with, the procedures of Section 262 of the General Corporation Law of the State of Delaware, which is the appraisal rights statute applicable to Delaware corporations. A copy of Section 262 of the General Corporation Law of the State of Delaware is included as Appendix B to this Proxy Statement and the procedures are summarized in this Proxy Statement. Holders of UAM common stock considering seeking appraisal should be aware that this appraisal amount could be more than, the same as or less than the per share merger consideration, that such holder would receive pursuant to the merger agreement if they did not seek appraisal of their shares of UAM common stock. Your failure to follow exactly the procedures specified under the General Corporation Law of the State of Delaware will result in the loss of your appraisal rights. For further information, see “The Merger (Proposal 1)—Appraisal Rights” beginning on page 55 and Appendix B to this Proxy Statement.

Anticipated Closing of the Merger

The merger will be completed after all of the conditions to the merger, as detailed above, are satisfied or waived. The Company currently expects the closing of the merger to occur in the second quarter of 2017, although the Company cannot assure completion by any particular date, if at all. The Company will issue a press release once the merger has been completed. See “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 84.

Additional Information

You can find more information about the Company in the periodic reports and other information the Company files with the Securities and Exchange Commission (referred to herein as the “SEC”). This information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov and on the Company’s website at www.universalamerican.com . For a more detailed description of the additional information available, see “Where Stockholders Can Find More Information” beginning on page 100.

 

 

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE
SPECIAL MEETING

The following questions and answers, which are for your convenience only, briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Proxy Statement. These questions and answers may not address all questions that may be important to you as a stockholder of UAM. You should still carefully read this entire Proxy Statement, including the attached appendices.

Q:	Why am I receiving these materials and who is soliciting my proxy?

A:

You are receiving this Proxy Statement and proxy card because you own shares of UAM common stock. The Board of Directors is providing these proxy materials to give you information to determine how to vote in connection with the special meeting. The enclosed proxy is being solicited by the Company on behalf of the Board of Directors.

Q:	When and where is the special meeting?

A:	The special meeting will be held on [●], 2017, at 10:00 a.m. (Eastern Time), at the offices of the Company, located at 44 South Broadway, White Plains, New York 10601.

Q:	Upon what am I being asked to vote on at the special meeting?

A:	You are being asked:

1.

to consider and vote on a proposal to adopt the merger agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of WellCare;

2.

to consider and cast an advisory (non-binding) vote on a proposal to approve certain agreements or understandings with, and items of compensation payable to, the Company’s named executive officers that are based on or otherwise related to the merger (the “golden parachute” compensation); and

3.

to consider and vote on a proposal to adjourn or postpone the special meeting (if necessary or appropriate) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

Q:	Why is the merger being proposed?

A:

The Company’s purpose in proposing the merger is to enable holders of UAM common stock to receive, upon completion of the merger, $10.00 per share in cash, without interest and less applicable withholding taxes. After careful consideration, the Board of Directors has unanimously (a) approved and declared advisable the merger agreement, the merger and the transactions contemplated by the merger agreement, (b) declared that it is in the best interests of the stockholders of the Company that the Company enter into the merger agreement and consummate the merger on the terms and subject to the conditions set forth in the merger agreement, (c) directed that the merger agreement be submitted to a vote at a meeting of the stockholders of the Company, and (d) recommended to the holders of UAM common stock that they adopt the merger agreement. For a more detailed discussion of the conclusions, determinations and reasons of the Board of Directors for recommending that the Company undertake the merger on the terms of the merger agreement, see “The Merger (Proposal 1)—Reasons for the Merger” beginning on page 37.

Q:	What will happen in the merger?

A:	Pursuant to the merger, Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and become an indirect wholly owned subsidiary of WellCare. As a result of

 

the merger, UAM common stock will no longer be publicly traded, and you will no longer have any interest in the Company’s future earnings or growth. In addition, UAM common stock will be delisted from the New York Stock Exchange (referred to herein as the “NYSE”) and deregistered under the Securities Exchange Act of 1934, as amended (referred to herein as the “Exchange Act”), and the Company will no longer be required file periodic reports with the SEC with respect to UAM common stock, in each case in accordance with applicable law, rules and regulations.

Q:	What will I receive in the merger?

A:

If the merger is completed, as a holder of UAM common stock, you will be entitled to receive $10.00 in cash, without interest and less any applicable withholding taxes, for each share of UAM common stock that you own immediately prior to the effective time of the merger. For example, if you own 100 shares of UAM common stock, you will receive $1,000.00 in cash in exchange for your shares of UAM common stock, without giving effect to any applicable withholding taxes (other than (a) shares of UAM common stock held in the treasury of the Company or owned by the Company or any of its wholly owned subsidiaries, (b) shares of UAM common stock owned by WellCare or any of its affiliates (including Merger Sub), and (c) shares of UAM common stock whose holders have not voted in favor of adopting the merger agreement and have demanded and perfected (and not withdrawn or waived) their appraisal rights in compliance with Section 262 of the General Corporation Law of the State of Delaware). You will not own any shares of the capital stock in the surviving corporation.

Q:	What happens to my stock options if the merger is completed?

A:

Pursuant to the terms of the merger agreement, as of the effective time of the merger, each Company Option that is outstanding immediately prior to the effective time of the merger, whether or not then exercisable or vested, will be cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the per share merger consideration over the exercise price of such Company Option multiplied by the aggregate number of shares of UAM common stock in respect of such Company Option immediately before the effective time of the merger. The right to receive the foregoing cash amounts with respect to Company Options will vest and be payable (a) with respect to Company Options that are vested as of the effective time of the merger in accordance with their terms, at the effective time of the merger and (b) with respect to Company Options that are not vested in accordance with their terms at the effective time of the merger, subject to the applicable holder’s continued employment through the applicable vesting date, on the earlier of (i) the 12-month anniversary of the date that the effective time occurs (or the next payroll date following such anniversary) and (ii) the next payroll date following the date on which such Company Option would have otherwise vested in accordance with its terms, and in all cases, without any interest for the period from the effective time of the merger until such date. In addition, if the employment with WellCare (or any of its affiliates) of a holder of Company Options is, prior to the applicable payment date, terminated by WellCare (or any of its affiliates) for any reason other than “cause” or by the holder for “good reason” (in each case, as such term is defined in the merger agreement), the payment in respect of the Company Options will be accelerated to the next practicable payroll date after the date of termination. Company Options owned by members of management and the Board of Directors will be treated the same as outstanding Company Options held by other employees, except that any unvested awards owned by members of the Board of Directors will accelerate and vest at the effective time.

Q:	What happens to my restricted shares if the merger is completed?

A:

Pursuant to the terms of the merger agreement, as of the effective time of the merger, each Restricted Share that is outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive the per share merger consideration in cash. The right to receive the foregoing cash amounts with respect to Restricted Shares will vest and be payable (a) with respect to Restricted Shares that are vested as of the effective time of the merger in accordance with their terms, at the effective time of the merger and (b) with respect to Restricted Shares that are not vested in accordance with their terms at the effective time of the merger, subject to the applicable holder’s continued employment through the applicable vesting date, on the earlier of (i) the 12-month anniversary of the date that the effective time occurs (or the next payroll date following such anniversary) and (ii) the next payroll date following the date

 

on which such Restricted Share would have otherwise vested in accordance with its terms, and in all cases, without any interest for the period from the effective time of the merger until such date. Notwithstanding the foregoing, equity awards granted in 2017 to employees (which will be in the form of Restricted Shares) will convert into an equivalent cash award based on the value of the per share merger consideration and shall vest and be payable in accordance with the scheduled vesting terms of such awards, without any interest for the period from the effective time of the merger until such date. In addition, if the employment with WellCare (or any of its affiliates) of a holder of Restricted Shares is, prior to the applicable payment date, terminated by WellCare (or any of its affiliates) for any reason other than “cause” or by the holder for “good reason” (in each case, as such term is defined in the merger agreement), the payment in respect of the Restricted Shares, as applicable, will be accelerated to the next practicable payroll date after the date of termination. Restricted Shares owned by members of management and the Board of Directors will be treated the same as outstanding Restricted Shares held by other employees, except that any unvested awards owned by members of the Board of Directors will accelerate and vest at the effective time.

Q:	How does the per share merger consideration compare to the market price of UAM common stock prior to announcement of the merger?

A:

The $10.00 per share merger consideration represents a premium of approximately (a) 12.5% relative to the Company’s closing stock price on November 16, 2016, the last trading day before the announcement of the transaction, (b) 27.0% compared to the 30-day volume-weighted average price (referred to herein as “VWAP”) for the period ended on November 16, 2016, (c) 34.4% compared to the 60-day VWAP for the period ended on November 16, 2016, and (d) 30.2% compared to the closing stock price on October 20, 2016, the last full trading day prior to WellCare’s indication of interest.

Q:	What happens to my preferred stock if the merger is completed?

A:

Unless the Company has redeemed each share of UAM preferred stock, prior to the effective time, as required by the certificate of designation, WellCare will cause the surviving corporation to redeem on the business day immediately following the merger, in whole and not in part, each share of UAM preferred stock that is issued and outstanding as of the effective time in accordance with the terms of the certificate of designation.

Q:	What is the recommendation of the Board of Directors?

A:	Based on the factors described in “The Merger (Proposal 1)—Reasons for the Merger” beginning on page 37, and “Advisory Vote on Golden Parachute Compensation (Proposal 2)” beginning on page 90, the Board of Directors recommends that you vote:

—

“FOR” the adoption of the merger agreement (Proposal 1);

—

“FOR” approval of the “golden parachute” compensation (Proposal 2); and

—

“FOR” the approval of the adjournment or postponement of the special meeting (if necessary or appropriate) to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement (Proposal 3).

Q:	Who can attend and vote at the special meeting?

A:	All holders of UAM common stock at the close of business on [●], 201[●], the record date for the special meeting, will be entitled to vote (in person or by proxy) on the merger agreement at the special meeting or any adjournments or postponements of the special meeting.

 

Q:	What vote is required to adopt the merger agreement?

A:

The merger agreement will be adopted by the affirmative vote of a majority of the shares of UAM common stock outstanding on the record date.   Because the required vote is based on the number of shares of UAM common stock outstanding rather than on the number of votes cast, failure to vote your shares (including as a result of broker non-votes) and abstentions will have the same effect as voting against the adoption of the merger agreement (Proposal 1).

Because the advisory vote to approve the “golden parachute” compensation (Proposal 2) and approval of the adjournment or postponement proposal (Proposal 3) require the affirmative vote of the majority of the shares of UAM common stock present in person or represented by proxy at the special meeting and entitled to vote thereon and thereat, abstentions will have the same effect as a vote “AGAINST” the “golden parachute” compensation and adjournment or postponement proposal, and broker non-votes will have no effect on the outcome of the “golden parachute” compensation and adjournment or postponement proposal. See “Adjournment or Postponement of the Special Meeting (Proposal 3)” beginning on page 94.

The Company urges you to either complete, execute and return the enclosed proxy card or submit your proxy or voting instructions by Internet, by telephone or by mail to assure the representation of your shares of UAM common stock at the special meeting. A broker non-vote occurs when a broker holding shares for a beneficial owner of UAM common stock does not receive instructions from such beneficial owner with respect to the merger proposal (Proposal 1), the proposal to approve “golden parachute” compensation (Proposal 2), or the adjournment or postponement proposal (Proposal 3), counted separately.

Q:	How are votes counted?

A:	Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes, and separately count votes in respect of each proposal.

Q:	What is a quorum?

A:

A quorum will be present if holders of a majority of all outstanding shares of UAM common stock entitled to vote on a matter at the special meeting are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained. If you submit a proxy, your shares will be counted to determine whether the Company has a quorum even if you abstain or fail to provide voting instructions on any of the proposals listed on the proxy card. If your shares are held in the name of a broker, and you do not tell the broker how to vote your shares on at least one of the proposals presented in this Proxy Statement, such shares will not be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the special meeting.

Q:	How many votes do I have?

A:	You have one vote for each share of UAM common stock that you own as of the record date.

Q:	May I vote in person?

A:	Yes. You may attend the special meeting and vote your shares in person whether or not you sign and return your proxy card. If your shares are held of record by a broker and you wish to vote at the special meeting, you must obtain a proxy from such holder of record.

Q:	How do I vote my UAM common stock? What do I need to do now?

A:	Before you vote, you should read this Proxy Statement carefully and in its entirety, including the appendices, and carefully consider how the merger affects you. You may attend the special meeting and

vote your shares in person whether or not you sign and return your proxy card. If you do not wish to attend the special meeting, you can ensure that your shares are voted at the special meeting by granting a proxy either by:

—

Mail , by completing, signing, dating and mailing the proxy card or vote instruction card and returning it in the postage-paid  envelope provided;

—

Telephone , by calling the toll-free number on the proxy card until 11:59 p.m. Eastern Time on [●], 2017. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Submitting a proxy by telephone is available 24 hours a day. If you submit a proxy by telephone, it is not necessary to return the proxy card by mail; or

—

The Internet , by submitting a proxy via the Internet until 11:59 p.m. (Eastern Time) on [●], 2017. The website for submitting a proxy via the Internet is www.proxyvote.com , and is available 24 hours per day. Instructions on how to submit a proxy via the Internet are located on the proxy card enclosed with this Proxy Statement. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and create an electronic voting form. If you submit a proxy via the Internet, it is not necessary to return the proxy card by mail.

For more information on how to vote your shares, see “The Special Meeting—Record Date; Stockholders Entitled to Vote; Quorum; Voting Information” beginning on page 24 and “The Special Meeting—How You Can Vote” beginning on page 26.

Q:	What is a proxy?

A:

A proxy is your legal designation of another person to vote your share of UAM common stock. This written document describing the matters to be considered and voted on at the special meeting is a called a proxy statement. The document used to designate a proxy to vote your shares of UAM common stock is called a proxy card.

Q:	If a stockholder gives a proxy, how are the UAM common stock voted?

A:

Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your UAM common stock in the way that you indicate. When completing the Internet or Telephone processes or the proxy card, you may specify whether your UAM common stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of UAM common stock should be voted on a matter, the UAM common stock represented by your properly signed proxy will be voted “FOR” the merger proposal (Proposal 1), “FOR” the proposal to approve “golden parachute” compensation (Proposal 2), and “FOR” the adjournment or postponement proposal (Proposal 3).

Q:	What happens if I do not vote?

A:

The vote to adopt the merger agreement is based on the total number of shares of UAM common stock outstanding on the record date, and not just the shares that are voted. If you do not vote, it will have the same effect as a vote “AGAINST” the merger proposal. If the merger is completed, whether or not you vote for the merger proposal, you will be paid the merger consideration for your shares of UAM common stock upon completion of the merger, unless you properly exercise (and do not withdraw or waive) your appraisal rights. See “The Special Meeting” and “The Merger (Proposal 1)—Appraisal Rights” beginning on pages 24 and 55, respectively, and Appendix B to this Proxy Statement.

The vote to approve the “golden parachute” compensation is advisory only and will not be binding on the Company or WellCare and is not a condition to completion of the merger. If the merger agreement is approved and adopted by the holders of UAM common stock and completed, the “golden parachute”

compensation may be paid to the Company’s named executive officers even if stockholders fail to approve the golden parachute compensation.

Q:	What happens if I do not return a proxy card by mail, vote via the Internet or telephone or attend the special meeting and vote in person?

A:	Your failure to return your proxy card by mail, vote via the Internet or telephone or attend the special meeting and vote in person, will have the same effect as a vote “AGAINST” the adoption of the merger agreement.

Q:	May I change my vote after I have mailed my signed proxy card?

A:	Yes. Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. It may be revoked and/or changed at any time before it is voted at the special meeting by:

—

giving written notice of revocation to the Company’s corporate secretary that you would like to revoke your proxy;

—

submitting another proper proxy via the Internet, by telephone or by a later-dated written proxy; or

—

attending the special meeting and voting by paper ballot in person. Your attendance at the special meeting alone will not revoke your proxy.

If you have instructed a broker to vote your shares of UAM common stock, you must follow directions received from your broker to change those instructions.

Q:	What if I am a beneficial owner rather than a holder of record?

A:

If you hold your shares with a broker, you are considered to be the beneficial owner of shares held in “street name”. Your broker, who is considered to be the holder of record with respect to your shares, is forwarding these proxy materials to you. As the beneficial owner, you have the right to direct your broker how to vote by filling out the voting instruction form provided by your broker. Telephone and Internet voting options may also be available to beneficial owners. As a beneficial owner, you are also invited to attend the special meeting, but you must obtain a legal proxy from the holder of record of your shares in order to vote in person at the special meeting.

Q:	If my shares are held in “street name” by my broker, will my broker vote my shares for me? What if I fail to instruct my broker?

A:

Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct it to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the adoption of the merger agreement (Proposal 1), but will have no effect for purposes of the approval of the advisory (non-binding) vote on the “golden parachute” compensation (Proposal 2) and the proposal to adjourn or postpone the special meeting, if necessary or appropriate, or to solicit additional proxies (Proposal 3). The instructions set forth below apply to stockholders of record (also referred to herein as “registered holders”) only and not those whose shares are held in the name of a nominee.

Q:	Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

A:

No. Because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a

separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q:	What happens if I sell my shares of UAM common stock before the special meeting?

A:

If you transfer your shares of UAM common stock after the record date but before the special meeting you will, unless special arrangements are made, retain your right to vote at the special meeting, but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

Q:	What does it mean if I receive more than one set of proxy materials?

A:

This means you own shares of UAM common stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

Q:	Have any stockholders already agreed to adopt the merger?

A:

No.

Q:	Who will own the Company after the merger?

A:	Immediately following the closing of the merger, the Company will be an indirect wholly owned subsidiary of WellCare, a publicly traded company.

Q:	What are the consequences of the merger to present members of management and the Board of Directors?

A:

Shares of UAM common stock owned by members of management and the Board of Directors will be treated the same as shares held by other holders of UAM common stock. Company Options and Restricted Shares owned by members of management and the Board of Directors will be treated the same as outstanding Company Options and Restricted Shares held by other employees, except that any unvested awards owned by members of the Board of Directors will accelerate and vest at the effective time. For other payments and benefits to the Company’s named executive officers that are tied to or based on the merger, see “Advisory Vote on Golden Parachute Compensation (Proposal 2)” beginning on page 90.

Q:	Is the merger subject to the satisfaction of any conditions?

A:	Yes. The completion of the merger is subject to the satisfaction or waiver of the conditions described in “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 84. These conditions include, among others:

—

the adoption of the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of UAM common stock entitled to vote;

—

the expiration or termination of the regulatory waiting period under HSR Act;

—

the receipt of all consents or the making of all required notices with respect to the TDI and NYDFS (such consents, referred to herein as the “required Company consents”);

 

—

the absence of any order or law of any governmental entity that restrains, enjoins or otherwise prohibits the consummation of the merger;

—

the absence of a material adverse effect on the Company since the date of the merger agreement;

—

the Company’s, WellCare’s and Merger Sub’s performance in all material respects of their obligations under the merger agreement; and

—

the accuracy of the Company’s, WellCare’s and Merger Sub’s representations and warranties (subject in certain cases to certain materiality, knowledge and other qualifications).

Q:	If the merger is completed, how will I receive cash for my shares?

A:

If the merger agreement is adopted and the merger is consummated, and if you are the holder of record of your shares of UAM common stock immediately prior to the effective time of the merger ( i.e. , you have a stock certificate), you will be sent a letter of transmittal to complete and return to a paying agent to be designated by WellCare (referred to herein as the “paying agent”). In order to receive the $10.00 per share in cash, without interest and less any applicable withholding taxes, you must send the paying agent your validly completed letter of transmittal together with your UAM common stock certificates and other required documents as instructed in the separate mailing. Once you have properly submitted a completed letter of transmittal, you will receive cash for your shares. If your shares of UAM common stock are held in “street name” by your broker, you will receive instructions after the effective time of the merger from your broker as to how to effect the surrender of your “street name” shares and receive cash for those shares.

Q:	What are the U.S. federal income tax consequences of the merger?

A:

The merger will be a taxable event for U.S. federal income tax purposes. Each U.S. holder (as defined below in this Proxy Statement) will recognize a taxable gain or loss in an amount equal to the difference between the consideration received in the merger (prior to reduction for any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in the shares of UAM common stock surrendered. A non-U.S. holder generally will not be subject to U.S. federal income tax on the gain, if any, recognized in the merger. See “The Merger (Proposal 1)—Certain Material U.S. Federal Income Tax Consequences” beginning on page 59 for a discussion of the material U.S. federal income tax consequences of the merger to certain U.S. holders and certain non-U.S. holders. The tax consequences of the merger will depend on the facts of your own situation. You are urged to consult your tax advisor for a full understanding of the tax consequences of the merger.

Q:	When do you expect the merger to be completed?

A:

In order to complete the merger, the closing conditions under the merger agreement must be satisfied or waived. The parties to the merger agreement currently expect to complete the merger in the second quarter of 2017, although the Company cannot assure completion by any particular date, if at all. Because the merger is subject to a number of conditions, the exact timing of the merger cannot be determined at this time.

Q:	What happens if the merger is not completed?

A:

If the merger agreement is not adopted by the holders of UAM common stock or if the merger is not completed for any other reason, the stockholders of the Company will not receive any payment for their shares of UAM common stock in connection with the merger agreement. Instead, UAM will remain an independent public company, UAM common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and the Company will continue to file periodic reports with the SEC with respect to UAM common stock. Under specified circumstances, the Company may be required to pay to WellCare a fee with respect to the termination of the merger agreement, or may be entitled to seek

damages from WellCare, as described under “The Merger Agreement—Effect of Termination; Termination Fee and Remedies” beginning on page 86.

Q:	Why am I being asked to cast an advisory (non-binding) vote to approve “golden parachute” compensation payable to certain of the Company’s named executive officers in connection with the merger?

A:	The SEC rules require the Company to seek an advisory (non-binding) vote with respect to certain payments that will be made to the Company’s named executive officers in connection with the merger.

Q:	What is the “golden parachute” compensation?

A:	The “golden parachute” compensation is certain compensation that is tied to or based on the merger and payable to certain of the Company’s named executive officers. See “Advisory Vote on Golden Parachute Compensation (Proposal 2)” beginning on page 90.

Q:	What vote is required to approve the advisory (non-binding) proposal on “golden parachute” compensation payable to certain of the Company’s named executive officers in connection with the merger?

A:	The affirmative vote of the majority of the shares of UAM common stock present in person or represented by proxy at the special meeting and entitled to vote thereon and thereat is required for approval of the advisory (non-binding) proposal on “golden parachute” compensation.

Q:	What will happen if stockholders do not approve the “golden parachute” compensation at the special meeting?

A:

Approval of the “golden parachute” compensation is not a condition to completion of the merger. The vote with respect to the “golden parachute” compensation is an advisory vote and will not be binding on the Company or WellCare. If the merger agreement is adopted by the holders of UAM common stock and completed, the “golden parachute” compensation will, subject to the terms of the applicable arrangements, be paid to the Company’s named executive officers even if holders of UAM common stock fail to approve the golden parachute compensation.

Q:	When should I send in my stock certificates?

A:	You should send your stock certificates together with the letter of transmittal after the merger is consummated and not now. You will receive the letter of transmittal following the consummation of the merger.

Q:	I do not know where my stock certificate is—how will I get my cash?

A:

The materials you are sent after the completion of the merger will include the procedures that you must follow if you cannot locate your stock certificate. This will include an affidavit that you will need to sign attesting to the loss of your stock certificate. The Company may also require that you provide a customary indemnity agreement to the Company in order to cover any potential loss.

Q:	What rights do I have to seek a valuation of my shares?

A:

Under Delaware law, stockholders who do not vote in favor of the merger may exercise appraisal rights, but only if they have not voted in favor of the merger or consented to it in writing and are entitled to demand and have demanded the appraisal of such shares in accordance with, and have complied in all respects with the procedures of Section 262 of the General Corporation Law of the State of Delaware, which is the appraisal statute applicable to Delaware corporations. See “The Merger (Proposal 1)—

Appraisal Rights” beginning on page 55. A copy of Section 262 of the General Corporation Law of the State of Delaware is included as Appendix B to this Proxy Statement.

Q:	How can I contact Universal American’s Transfer Agent?

A:	UAM’s Transfer Agent is American Stock Transfer & Trust Company. You may contact them at the following address:

American Stock Transfer
6201 15th Avenue
Brooklyn, NY 11219
Tel: (877) 814-9688

Q:	Who will bear the cost of the proxy solicitation?

A:

The expense of soliciting proxies in the enclosed form will be borne by the Company. We have retained D.F. King & Co., Inc. (referred to herein as “D.F. King”) a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $15,000 plus reimbursement of out-of-pocket fees and expenses. In addition, we may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, personally or by telephone, e-mail, facsimile or other means of communication. No additional compensation will be paid for such services. See “Special Meeting—Expenses of Proxy Solicitation” beginning on page 27.

Q:	Who can help answer my questions?

A:	If you have any questions or need assistance voting your shares, please contact the Company’s proxy solicitor for the special meeting, “D.F. King”, toll-free at (800) 252-8173.

 

INTRODUCTION

This Proxy Statement and the accompanying form of proxy are being furnished to the holders of UAM common stock in connection with the solicitation of proxies by the Board of Directors for use at the special meeting of the UAM stockholders to be held on [●], 2017, at 10:00 a.m. (Eastern Time), at the offices of the Company, located at 44 South Broadway, White Plains, New York 10601.

The Company is asking the holders of UAM common stock to (a) vote on the adoption of the merger agreement, dated as of November 17, 2016, by and among the Company, WellCare and Merger Sub, (b) cast an advisory (non-binding) vote to approve “golden parachute” compensation payable under existing agreements to certain of the Company’s named executive officers in connection with the merger and (c) vote on a proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

If the merger is completed, the Company will continue as the surviving corporation and immediately following the closing of the merger, become an indirect wholly owned subsidiary of WellCare, and each share of UAM common stock owned by the Company’s stockholders immediately prior to the effective time of the merger, other than as provided below, will be cancelled and automatically converted into the right to receive $10.00 per share in cash, without interest and less any applicable withholding taxes (other than (a) shares of UAM common stock held in the treasury of the Company or owned by the Company or any of its wholly owned subsidiaries, (b) shares of UAM common stock owned by WellCare or any of its affiliates (including Merger Sub), and (c) shares of UAM common stock whose holders have not voted in favor of adopting the merger agreement and have demanded and perfected (and not withdrawn or waived) their appraisal rights in compliance with Section 262 of the General Corporation Law of the State of Delaware).

THE COMPANIES

Universal American Corp.

The Company, through its family of healthcare companies, provides health benefits to people covered by Medicare. UAM’s core strength is its ability to partner with providers, especially primary care physicians, to improve health outcomes while reducing cost in the Medicare population. The Company is currently focused on two main businesses:

—

Medicare Advantage: UAM serves the growing Medicare population by providing Medicare Advantage products to approximately 114,400 members as of September 30, 2016. Approximately 32% of the Medicare population in the United States is currently enrolled in Medicare Advantage  plans; a type of Medicare health plan offered by private companies that contract with the federal government to provide enrollees with health insurance.

—

Management Services Organization (MSO): UAM believes there is a significant opportunity to address the high cost and lack of coordination of health care for the majority of the Medicare fee-for-service population and have joined with provider groups to operate Accountable Care Organizations, or ACOs, that participate in the Medicare Shared Savings Program, known as the MSSP and the Next Generation ACO model. As of September 30, 2016, UAM operated 22 MSSP ACOs and one Next Generation ACO, with approximately 236,800 assigned Medicare fee-for-service beneficiaries.

Please see the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and the Company’s Annual Report on Form 10-K for a more complete description of UAM and its business. The Company’s address is:

Universal American Corp.
44 South Broadway
White Plains, New York 10601
Telephone: (914) 934-0700

WellCare Health Plans, Inc.

WellCare is a leading managed care company, headquartered in Tampa, Florida, focusing exclusively on government-sponsored managed care services, primarily through Medicaid, Medicare Advantage and Medicare prescription drug plans to families, children, seniors and individuals with complex medical needs. As of September 30, 2016, WellCare served approximately 3,800,000 members in all 50 states and the District of Columbia. WellCare estimates that it is among the largest managed care organizations providing Medicaid managed care services plans, Medicare Advantage plans and prescription drug plans, as measured by membership. WellCare believes that its broad range of experience and government focus allows it to effectively serve its members, partner with its providers, government clients and communities WellCare serves, and efficiently manage its ongoing operations.

As of September 30, 2016, WellCare operated Medicaid health plans in Florida, Georgia, Hawaii, Illinois, Kentucky, Missouri, New Jersey, New York and South Carolina. In addition, WellCare offered Medicare Advantage coordinated care plans in Arkansas, California, Connecticut, Florida, Georgia, Hawaii, Illinois, Kentucky, Louisiana, Mississippi, New Jersey, New York, South Carolina, Tennessee and Texas. WellCare also offered stand-alone Medicare prescription drug plans in all 50 states and the District of Columbia. Please see WellCare’s Annual Report on Form 10-K for a more complete description of WellCare and its business. WellCare’s address is:

WellCare Health Plans, Inc.
8735 Henderson Road, Renaissance One
Tampa, Florida 33634
Telephone: (813) 290-6200

Wind Merger Sub, Inc.

Merger Sub, an indirect wholly owned subsidiary of WellCare, is a Delaware corporation that was formed solely for the purpose of effecting the merger. At the effective time of the merger, Merger Sub will merge with and into the Company and the name of the surviving company will be Universal American Corp.  Merger Sub has not conducted any activities other than those incidental to its formation and the merger. Upon the completion of the merger, Merger Sub will cease to exist. Merger Sub’s address is:

Wind Merger Sub, Inc.
c/o WellCare Health Plans, Inc.
8735 Henderson Road, Renaissance One
Tampa, Florida 33634
Telephone: (813) 290-6200

 

 

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION

This Proxy Statement, and the documents incorporated by reference in this Proxy Statement, include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “contemplate,” “would” and similar expressions that contemplate future events. Such forward-looking statements are based on UAM’s management’s reasonable current assumptions and expectations, including the expected completion and timing of the merger and other information relating to the merger. You should be aware that forward-looking statements involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of the Company. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to publicly update or revise any forward-looking statements made in this Proxy Statement or elsewhere as a result of new information, future events or otherwise, except as required by law.

In addition to the factors discussed elsewhere in this Proxy Statement or incorporated by reference in this document, other risks, uncertainties and other important factors and matters, all of which are difficult to predict, that could cause actual results to differ materially from those discussed in the forward-looking statements include, among others:

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the timing to consummate the merger;

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the outcome of any legal proceeding that may be instituted against the Company or others relating to the merger agreement;

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negative effects from the pendency of the merger agreement, including business uncertainty and contractual restrictions;

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the effect of the announcement of the merger on the relationships between the Company and its doctors, members, beneficiaries, agents and vendors;

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the effect of the announcement of the merger on the Company’s operating results and business generally;

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the risk that a condition to the closing of the merger may not be satisfied and the merger may not be consummated;

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the risk of the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

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the risk that a regulatory approval that may be required for the merger is not obtained or is obtained subject to conditions that are not anticipated;

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the ability of the Company to timely receive the required approval of its stockholders;

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the risk that the merger does not occur for any other reason;

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the possibility that costs or difficulties related to the merger will be greater than expected;

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the risk of unforeseen material adverse changes to the Company’s business and operations;

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the diversion of management time on merger-related issues and other risks described in the risk factors sections included or incorporated by reference in this Proxy Statement;

 

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the risk that UAM may experience damage to its reputation;

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the effect of extensive government regulation on UAM;

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the risk of downgrades in debt ratings, or corporate credit ratings of UAM;

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industry performance, general business, economic, regulatory and market and financial conditions; and

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the risk that market, social and political conditions (such as changes in government, war, political unrest and terrorism), pandemics, cyber-attacks or breaches, natural disasters or unfavorable economic conditions could have unpredictable negative effects on the Company’s business or results of operations.

All subsequent written and oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Proxy Statement.  All information contained in this Proxy Statement concerning WellCare and Merger Sub has been supplied by WellCare and Merger Sub, as applicable, and has not been independently verified by the Company.

 

THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

The enclosed proxy is being solicited by the Company on behalf of the Board of Directors for use at a special meeting of the holders of the UAM common stock to be held on [●], 2017, at 10:00 a.m. (Eastern Time), or at any adjournments or postponements thereof, for the purposes set forth in this Proxy Statement and in the accompanying notice of special meeting. The special meeting will be held at the offices of the Company, located at 44 South Broadway, White Plains, New York 10601.

At the special meeting, the holders of UAM common stock will be asked to consider and vote on a proposal to adopt the merger agreement. The holders of UAM common stock will also be asked to cast an advisory (non-binding) vote to approve “golden parachute” compensation payable to the Company’s named executive officers under existing agreements of the Company’s named executive officers in connection with the merger. Further, the holders of UAM common stock will also be asked to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement.

The Company does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. If any other matters are properly presented at the special meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters in accordance with their best judgment.

Board Recommendation

On November 16, 2016, after careful consideration, the Board of Directors unanimously (a) approved and declared advisable the merger agreement, the merger and the transactions contemplated by the merger agreement, (b) declared that it is in the best interests of the stockholders of the Company that the Company enter into the merger agreement and consummate the merger on the terms and subject to the conditions set forth in the merger agreement, (c) directed that the merger agreement be submitted to a vote at a meeting of the stockholders of the Company, and (d) recommended to the holders of UAM common stock that they adopt the merger agreement.  For a discussion of the material factors considered by the Board of Directors in reaching its conclusions, see “The Merger (Proposal 1)—Reasons for the Merger” beginning on page 37.

Accordingly, the Board of Directors unanimously recommends a vote “FOR” the proposal to adopt the merger agreement (Proposal 1). The Board also unanimously recommends a vote “FOR” the nonbinding proposal on golden parachute compensation (Proposal 2) compensation proposal and “FOR” the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement (Proposal 3).

Record Date; Stockholders Entitled to Vote; Quorum; Voting Information

We have fixed [●], 2017 as the record date for the special meeting. Only holders of record of UAM common stock at the close of business on the record date are entitled to notice of and to vote at the special meeting. At the close of business on the record date, [●] shares of UAM common stock were outstanding and entitled to vote. A list of the holders of UAM common stock as of the record date will be available for review at the Company’s executive offices during regular business hours after the date of this Proxy Statement and through the date of the special meeting. Each holder of record of UAM common stock on the record date will be entitled to one vote for each share held by such holder. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of UAM common stock entitled to vote at the special meeting is necessary to constitute a quorum for the transaction of business at the special meeting.

All votes will be tabulated by the inspector of election appointed for the special meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes, if any.

If a stockholder’s shares of UAM common stock are held of record by a broker and such stockholder wishes to vote at the special meeting, such stockholder must obtain from the holder of record a proxy issued in such stockholder’s name. Brokers who hold shares in “street name” for clients typically have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares, however, brokers are not allowed to exercise their voting discretion with respect to the approval of non-routine matters, such as the merger agreement. Proxies submitted without a vote by brokers on these matters are referred to as broker non-votes. If your shares are held in the name of a broker and you do not tell the broker how to vote your shares on at least one of the proposals presented in this Proxy Statement, such shares will not be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the special meeting. Abstentions are counted for purposes of determining whether a quorum exists at the special meeting.

Proxies received at any time before the special meeting and not revoked or superseded before being voted will be voted at the special meeting. If the proxy indicates a specification, it will be voted in accordance with the specification. If no specification is indicated, the proxy will be voted “FOR” adoption of the merger agreement, “FOR” the approval of the “golden parachute” compensation, “FOR” the approval of the proposal to adjourn or postpone the special meeting if there are not sufficient votes to adopt the merger agreement, and in the discretion of the persons named in the proxy with respect to any other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

Holders of record of UAM common stock may also vote in person by ballot at the special meeting.

The affirmative vote of holders of a majority of the outstanding shares of UAM common stock is required to adopt the merger agreement (Proposal 1). Because adoption of the merger agreement requires the approval of stockholders representing a majority of the outstanding shares of UAM common stock, failure to vote your shares of UAM common stock (including failure to provide voting instructions if you hold through a broker) will have exactly the same effect as a vote against the merger agreement.

The advisory vote to approve the “golden parachute” compensation proposal (Proposal 2) and the vote to approve the adjournment or postponement proposal (Proposal 3) each require the affirmative vote of the majority of the shares of UAM common stock present in person or represented by proxy at the special meeting and entitled to vote thereon and thereat. As an abstention represents a share that is “entitled to vote” and is thus counted in the denominator for the purposes of determining the percentage approved, abstentions will have the same effect as a vote “AGAINST” the “golden parachute” compensation proposal (Proposal 2) and the adjournment or postponement proposal (Proposal 3). A proxy submitted without a vote by a broker (a broker non-vote) is not counted as a share “entitled to vote” because, as discussed above, absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion with respect to the approval of non-routine matters. Thus broker non-votes will have no effect on the outcome of the advisory votes to approve either the “golden parachute” compensation proposal (Proposal 2) or the adjournment or postponement proposal (Proposal 3).

The vote to approve the “golden parachute” compensation (Proposal 2) is advisory only and will not be binding on the Company or WellCare and is not a condition to consummation of the merger. If the merger agreement is adopted by the holders of UAM common stock the merger is and completed, the “golden parachute” compensation will, subject to the terms of the applicable arrangements, be paid to the Company’s named executive officers even if the holders of UAM common stock fail to approve the golden parachute compensation.

With respect to the proposal to adjourn or postpone the special meeting if there are not sufficient votes to adopt the merger agreement (Proposal 3), the persons named as proxies may propose and vote for one or more adjournments or postponements of the special meeting, including adjournments or postponements to permit further solicitations of proxies.

Please do not send in stock certificates at this time. If the merger is completed, you will be sent a letter of transmittal regarding the procedures for exchanging the existing Company’s stock certificates for the payment of $10.00 per share in cash, without interest and less any applicable withholding taxes.

How You Can Vote

Each share of UAM common stock outstanding on [●], 201[●], the record date for stockholders entitled to vote at the special meeting, is entitled to one vote at the special meeting. The affirmative vote of holders of a majority of the shares of UAM common stock outstanding and entitled to vote is required to adopt the merger agreement. Because adoption of the merger agreement requires the approval of stockholders representing a majority of the outstanding shares of UAM common stock, failure to vote your shares of UAM common stock (including failure to provide voting instructions if you hold through a broker, bank or other nominee) will have exactly the same effect as a vote against the merger agreement.

You may vote your shares in any of the following ways:

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Submitting a Proxy by Mail.   If you choose to have your shares voted at the special meeting by submitting a proxy by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided.

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Submitting a Proxy by Telephone.   You can have your shares voted at the special meeting by submitting a proxy by telephone by calling the toll-free number on the proxy card until 11:59 p.m. Eastern Time on [●], 2017. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Submitting a proxy by telephone is available 24 hours a day. If you submit a proxy by telephone, it is not necessary to return the proxy card by mail.

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Submitting a Proxy by Internet.   You can also have your shares voted at the special meeting by submitting a proxy via the Internet until 11:59 p.m. (Eastern Time) on [●], 2017. The website for submitting a proxy via the Internet is www.proxyvote.com , and is available 24 hours per day. Instructions on how to submit a proxy via the Internet are located on the proxy card enclosed with this Proxy Statement. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting form. If you submit a proxy via the Internet, it is not necessary to return the proxy card by mail.

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Voting in Person.   You can also vote by appearing and voting in person at the special meeting.

If you choose to have your shares of UAM common stock voted at the special meeting by submitting a proxy, your shares will be voted at the special meeting as you indicate on your proxy card. If you properly sign your proxy card but do not mark the boxes indicating how your shares of UAM common stock should be voted on a matter, the UAM common stock shares represented by your signed proxy card will be voted “FOR” the adoption of the merger agreement, “FOR” the approval of the “golden parachute” compensation and “FOR” the approval of the proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. You should return your proxy card even if you plan to attend the special meeting in person.

Proxies; Revocation

The enclosed proxy is being solicited by the Company on behalf of the Board of Directors. The Company will not pay additional compensation to its directors, officers and employees for their solicitation efforts, but the Company will reimburse them for any out-of-pocket expenses they incur in their solicitation efforts. The Company will request that brokerage houses and other custodians, nominees and fiduciaries forward solicitation materials to the beneficial owners of stock registered in their names. The Company will bear all costs of preparing, assembling, printing and mailing the notice of special meeting, this Proxy Statement, the enclosed proxy and any additional materials, as well as the cost of forwarding solicitation materials to the beneficial owners of stock and all other costs of solicitation.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. You may revoke and/or change your proxy at any time before it is voted at the special meeting by:

 

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giving written notice of revocation to the Company’s corporate secretary that you would like to revoke your proxy;

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submitting another proper proxy via the Internet, by telephone or by a later-dated written proxy; or

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attending the special meeting and voting by paper ballot in person at the special meeting. Your attendance at the special meeting alone will not revoke your proxy.

If you have instructed a broker to vote your shares of UAM common stock, you must follow directions received from your broker to change those instructions.

Expenses of Proxy Solicitation

The Company will pay the costs of soliciting proxies for the special meeting. Officers, directors and employees of the Company may solicit proxies; however, they will not be paid additional or special compensation for soliciting proxies. The Company will also request that individuals and entities holding shares in their names, or in the names of their nominees, that are beneficially owned by others, send proxy materials to and obtain proxies from, those beneficial owners, and the Company will reimburse those holders for their reasonable expenses in performing those services. D.F King has been retained by the Company to assist it in the solicitation of proxies, using the means referred to above, and will receive a fee of approximately $15,000. The Company will reimburse D.F. King for reasonable expenses and costs incurred by D.F. King in connection with its services.

Adjournments or Postponements

Although the Company does not expect to do so, if the Company has not received sufficient proxies to constitute a quorum or sufficient votes for the adoption of the merger agreement, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. The proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies (Proposal 3) requires the affirmative vote of the majority of the shares of UAM common stock present in person or represented by proxy at the special meeting and entitled to vote thereon and thereat. Any signed proxies received by the Company that approve the proposal to adjourn or postpone the special meeting will be voted in favor of an adjournment or postponement in these circumstances. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow holders of UAM common stock who have already sent in their proxies to revoke them at any time prior to their use.

Rights of Stockholders Who Object to the Merger

Stockholders are entitled to statutory appraisal rights under Section 262 of the General Corporation Law of the State of Delaware in connection with the merger. This means that if the merger is completed, holders of UAM common stock outstanding immediately prior to the effective time who (a) have not voted in favor of the merger, (b) have continuously held such UAM common stock through the effective date, and (c) are entitled to demand and have demanded the appraisal of such shares in accordance with, and have complied in all respects with the procedures of Section 262 of the General Corporation Law of the State of Delaware, may be entitled to have the “fair value” of their shares determined by the Court of Chancery of the State of Delaware, and to receive payment based on that valuation instead of receiving the $10.00 per share merger consideration. The ultimate amount received in an appraisal proceeding may be more than, the same as or less than the amount that would have been received under the merger agreement.

To exercise appraisal rights, a dissenting holder of UAM common stock must submit a written demand for appraisal to the Company before the vote is taken on the merger agreement and must NOT vote, in person or by proxy, in favor of the adoption of the merger agreement. Failure to follow exactly the procedures specified under Section 262 of the General Corporation Law of the State of Delaware will result in the loss of appraisal rights. In addition, the Court of Chancery of the State of Delaware will dismiss appraisal proceedings as to all holders of shares of UAM common stock who are otherwise entitled to appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of UAM common stock, (b) the value of aggregate per share merger

consideration for such total number of shares of UAM common stock exceeds $1,000,000, or (c) the merger was approved pursuant to § 253 or § 267 of the General Corporation Law of the State of Delaware. See “The Merger (Proposal 1)—Appraisal Rights” beginning on page 55 and the text of the Delaware appraisal rights statute reproduced in its entirety as Appendix B to this Proxy Statement.

Other Matters

The Board of Directors is not aware of any business to be brought before the special meeting other than that described in this Proxy Statement. If, however, other matters are properly presented at the special meeting, the persons named as proxies will vote in accordance with their best judgment with respect to those matters.

Questions and Additional Information

If you have questions about the special meeting or the merger after reading this proxy, or if you would like additional copies of this Proxy Statement or the proxy card, you should contact the Company’s proxy solicitor, D.F. King, toll-free at (800) 252-8173.