1
EXHIBIT 99.3
PACIFICARE HEALTH SYSTEMS, INC.
0000 Xxxx Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000-0000
March 7, 2001
UniHealth Foundation
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Re: Modification of Stock Purchase Agreement
Ladies and Gentlemen:
This letter (the "Lease Agreement") is written to confirm our agreement
regarding the modification of the Stock Purchase Agreement, dated May 4, 1999,
by and between PacifiCare Health Systems, Inc. ("PacifiCare") and UniHealth
Foundation ("UniHealth"), as modified by that certain letter agreement, dated
February 8, 2001 (the "Stock Purchase Agreement"). Capitalized terms used but
not defined herein shall have the meanings given to them in the Stock Purchase
Agreement.
Under the Stock Purchase Agreement, PacifiCare agreed to purchase, and UniHealth
agreed to sell the shares of PacifiCare Common Stock held by UniHealth, subject
to and in accordance with the terms of the Stock Purchase Agreement. The parties
disagree as to whether the Stock Purchase Agreement including the right of first
refusal contained therein, continues in effect. If the Stock Purchase Agreement
and the right of first refusal are in effect, the right of first refusal is
waived as to those Remaining Shares (as defined below) that UniHealth sells in
accordance with this Letter Agreement.
1. PacifiCare agrees that, notwithstanding subsections 7.1(d), 7.1(k) and 9.2
of the Stock Purchase Agreement, UniHealth may sell its remaining shares of
PacifiCare stock of approximately three million six hundred ninety-four
thousand five hundred (3,694,500) shares (the "Remaining Shares"). In one or
more open market sales in accordance with the shelf registration statement
on file with the Securities and Exchange Commission in accordance with the
Registration Rights Agreement, dated May 4, 1999, between PacifiCare and
UniHealth or sales made pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended and only on days that the trading window
is open under the PacifiCare Xxxxxxx Xxxxxxx Policy; provided, however,
that:
(i) the number of Remaining Shares sold during the term of this Letter
Agreement does not exceed the volume limitations contained in Rule 144
promulgated under the Securities Act of 1933, as amended, for
affiliates; and
(ii) on any given day UniHealth does not sell more than the greater of:
(a) two hundred fifty thousand (250,000) of the Remaining Shares or
(b) twenty-five percent (25%) of the trading volume of PacifiCare's
common stock for the immediately preceding trading day.
2
UniHealth Foundation
March 7, 2001
Page 2
2. This Letter Agreement shall terminate on June 15, 2001. It is PacifiCare's
position that any sale of the Remaining Shares after June 15, 2001 shall be
conducted as contemplated by the Stock Purchase Agreement prior to this
modification. It is UniHealth's position that any sales of the Remaining
Shares after June 15, 2001 will not be subject to the restrictions of
subsections 7.1 and 9.2 of the Stock Purchase Agreement.
3. Except as expressly stated herein, the parties do not intend to modify the
Stock Purchase Agreement.
4. The Stock Purchase Agreement and any other agreement entered into
contemporaneously therewith, together with this Letter Agreement, set forth
the entire agreement of the parties and are intended to supersede all prior
negotiations, understandings, and agreements and cannot be altered, amended,
changed or modified in any respect or particular unless each such
alteration, amendment, change or modification shall have been agreed to by
PacifiCare and UniHealth and reduced to writing in its entirety and signed
and delivered by each party.
5. This Letter Agreement may be executed in counterparts, each of which
together shall comprise one and the same instrument.
Please confirm your acceptance to the terms and provisions of this agreement by
signing below.
Very truly yours,
PACIFICARE HEALTH SYSTEMS, INC.
By: Xxxxxx X. Konowiebcki
----------------------------------
Its: Secretary General Counsel
---------------------------------
AGREED AND ACCEPTED:
UNIHEALTH FOUNDATION
By: /s/ XXXXX X. Xxxxxxxxx
----------------------------------
Its: Chairman & CEO
----------------------------------
