As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/23/07  Sierra Health Services Inc        PREM14A     4/20/07    1:208                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Solicitation Material -- Merger   HTML  1,104K 
                          or Acquisition                                         

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on [•], 2007 

To the Stockholders:

A special meeting of stockholders of Sierra Health Services, Inc. will be held on [•], 2007, at [•] a.m., Pacific Daylight Time, at [•], for the following purposes:

1.                to consider and vote on the proposal to approve the Agreement and Plan of Merger, dated as of March 11, 2007, by and among UnitedHealth Group Incorporated (“UnitedHealth Group”), Sapphire Acquisition, Inc. (“Merger Sub”) and Sierra Health Services, Inc. (the “Company”), pursuant to which Merger Sub will be merged with and into the Company and the Company will become an indirect wholly-owned subsidiary of UnitedHealth Group (the “Merger”); and

2.                to transact any other business as may properly come before the special meeting or at any adjournment of the special meeting.

The Company’s board of directors has determined that the merger agreement and the merger are advisable to and in the best interests of the Company and its stockholders and has unanimously adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement. If the merger is completed, each issued and outstanding share of our common stock will be converted into the right to receive $43.50 in cash, without interest. Under Nevada law, no dissenters’ rights or rights of appraisal will apply in connection with the merger.

The merger is described in the accompanying proxy statement, which you are urged to read carefully. A copy of the merger agreement is attached to the proxy statement as Appendix A.

The Company’s board of directors has fixed the close of business on [•], 2007, as the record date for the determination of stockholders entitled to notice of and to vote at the special meeting. Accordingly, only stockholders of record on that date are entitled to vote at the special meeting or any adjournments thereof. A list of stockholders entitled to vote at the special meeting will be open for inspection by any stockholder at any time during usual business hours for a period of 5 days prior to the special meeting at the offices of the Company, 2724 North Tenaya Way, Las Vegas, Nevada 89128.

Approval of the merger agreement requires the affirmative vote by the holders of a majority of the shares of our common stock outstanding on the record date in accordance with Nevada law, our restated articles of incorporation and our amended and restated bylaws. Under the terms of a voting and support agreement (which will terminate upon the termination of the merger agreement), Anthony M. Marlon, M.D., the Chairman of our board of directors and our Chief Executive Officer, has agreed to vote the shares of our common stock he beneficially owns (other than any shares of our common stock as to which Dr. Marlon acts in a fiduciary capacity on behalf of persons other than members of his family) in favor of the approval of the merger agreement. Such shares represent approximately [8.0]% of the outstanding shares of our common stock.

The board of directors is not aware of any matters that may be brought before the special meeting other than those set forth in this Notice of Special Meeting of Stockholders. If other matters properly come before the special meeting, the persons named in the accompanying proxy card will vote the shares represented by all properly submitted proxies on such matters in accordance with any recommendation of the board of directors or, in the absence of such recommendation, in their discretion.

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Whether or not you plan to attend the special meeting in person, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or appoint a proxy over the Internet or by telephone, in accordance with the directions set forth on the proxy card, to ensure that your shares will be represented at the special meeting. If you do attend the special meeting and wish to vote in person, you may do so notwithstanding the fact that you previously submitted or appointed a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from your nominee a proxy issued in your name.

Please do not send your stock certificates at this time. If the merger is completed, you will be sent instructions regarding the surrender of your stock certificates.

The board of directors has unanimously adopted the merger agreement and recommends that our stockholders vote “FOR” the approval of the merger agreement.

 

Las Vegas, Nevada
[•], 2007

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