UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~May~~June 1026, 2012 ~~(Date of earliest event reported)~~

(Date of earliest event reported)

HealthMarkets, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-14953	75-2044750
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9151 Boulevard 26, North Richland Hills, Texas		76180
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (817) 255-5200

(former name and address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 1.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

As previously disclosed, in March 2005, HealthMarkets, Inc. (the “Company”) ~~held~~received ~~its~~notification ~~Annual~~that ~~Meeting~~the Market Analysis Working Group of ~~Stockholders~~the onNAIC had chosen the states of Washington and Alaska to lead a multi-state market conduct examination (the “Multistate Examination”) of the Company’s insurance subsidiaries, The MEGA Life and Health Insurance Company, Mid-West National Life Insurance Company of Tennessee and The Chesapeake Life Insurance Company (the “Insurance Companies”). On May 1029, ~~2012~~2008, the Insurance Companies entered into a regulatory settlement agreement (“RSA”) with the states of Washington and Alaska, as lead regulators, and three other states – Oklahoma, Texas and California (collectively, the “~~Annual~~Monitoring ~~Meeting~~Regulators”).

~~Members~~The ofRSA provided, ~~the~~among ~~Company’s~~other ~~Board~~things, for a monetary penalty in the amount of ~~Directors~~$20 million, ~~members~~a ofpotential ~~management~~additional ~~and~~monetary ~~other~~penalty ~~significant~~up ~~holders~~to ofan additional $10 million if the ~~Company’s~~Insurance ~~Class A-1~~Companies ~~Common~~were ~~Stock (collectively,~~found ~~the~~not ~~“Consenting~~to ~~Stockholders”)~~comply ~~own~~with ~~approximately~~the ~~88.8%~~requirements of the ~~Company’s~~RSA when ~~issued~~re-examined, and ~~outstanding~~an ~~shares~~“Outreach ~~and~~Program” ~~were~~to ~~represented~~be administered by ~~proxy~~the atInsurance ~~the~~Companies ~~Annual~~with ~~Meeting~~certain existing insureds. ~~Because~~The ~~such~~Insurance ~~Consenting~~Companies’ ~~Stockholders~~compliance ~~control~~with ~~more~~the ~~than~~RSA awas monitored by the Monitoring Regulators, through semi-annual ~~majority~~reports offrom the ~~voting~~Insurance ~~power~~Companies. ~~and~~The ~~indicated~~Monitoring ~~that~~Regulators ~~they~~were ~~would~~responsible ~~vote~~for indetermining ~~favor~~the amount of the ~~proposals,~~additional ~~the~~penalty ~~Company~~for ~~did~~any ~~not~~failure ~~solicit~~to ~~proxies~~comply ~~from~~with ~~holders~~the requirements of the ~~Company’s~~RSA ~~Class A-2~~through ~~Common~~a ~~Stock~~re-examination.

~~Stockholders~~Following ~~voted~~a onre-examination by the ~~matters~~Monitoring ~~set~~Regulators ~~forth~~to ~~below:~~assess the Insurance Companies’ performance with respect to RSA Standards for Performance Measurement, effective June 26, 2012, the Insurance Companies entered into an agreement with the Monitoring Regulators which completes and closes the Multistate Examination (the “Agreement”). The Agreement includes, in Attachment A to the Agreement, the re-examination report (the “Second Examination Report”).

1. The ~~following~~Agreement ~~individuals were elected to~~provides, ~~the~~among ~~Company’s~~other ~~Board~~things, ofas ~~Directors~~follows: ~~to serve until the Company’s next annual meeting of stockholders or until their successors have been duly elected and qualified.~~

Name	Votes For		Votes Against		Abstain		Broker Non-Votes
Phillip J. Hildebrand		27,450,452		0		0		0
Kenneth J. Fasola		27,450,452		0		0		0
Chinh E. Chu		27,450,452		0		0		0
Jason K. Giordano		27,450,452		0		0		0
Adrian M. Jones		27,450,452		0		0		0
Mural R. Josephson		27,450,452		0		0		0
David K. McVeigh		27,450,452		0		0		0
R. Neal Pomroy		27,450,452		0		0		0
Steven J. Shulman		27,450,452		0		0		0

With respect to the potential additional penalty of up to $10 million for failure to comply with the requirements of the RSA when re-examined, the Insurance Companies will pay a monetary penalty of $325,000 (the “Penalty”) to settle the re-examination, including the re-examination findings described in the Second Examination Report.

2. The ~~results~~Penalty ofis ~~the~~payable ~~voting~~within ~~for~~ten ~~the~~business ~~proposal~~days toof ~~ratify~~ the ~~appointment~~effective date of ~~KPMG LLP as~~ the ~~Company’s~~Agreement. ~~independent registered~~The ~~public~~Penalty ~~accounting~~will ~~firm~~be topaid ~~audit~~consistently ~~the~~with ~~financial statements of~~ the ~~Company~~pro ~~for~~rata ~~the~~state ~~fiscal~~allocation ~~year~~used ~~ending~~to ~~December 31,~~pay ~~2012~~the ~~were~~original asRSA ~~follows:~~ penalty.

Votes For		Votes Against				Abstain				Broker Non-Votes
27,450,452			0				0				0

The Penalty is the sole and exclusive remedy provided to the Participating Regulators (defined as each of the state insurance regulators who signed onto the RSA, other than the Monitoring Regulators) with regard to non-compliance by the Insurance Companies with the RSA’s Standards for Performance Measurement, as reflected in the Second Examination Report.

By entering into the Agreement, the Monitoring Regulators and the Insurance Companies intend to resolve all of the findings in the Second Examination Report, including any violations of law and regulations, and to conclude and close all proceedings related to the Multistate Examination.

Each Signatory Regulator (defined as the Monitoring Regulators and the Participating Regulators collectively) releases and forever discharges the Insurance Companies and all officers, directors, agents and representatives from all civil or administrative causes, actions, claims, damages, fines, sanctions, losses, demands or other liabilities that the Signatory Regulators could pursue or seek for matters set forth in the RSA, the Scope of Examination set forth in the Second Examination Report, and the findings contained in the Second Examination Report.

The foregoing summary is qualified in its entirety by reference to the RSA, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 10-Q for the quarterly period ended June 30, 2008, File No. 001-14953, and the Agreement, a copy of which is attached hereto as Exhibit 10.1, each of which are incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits

(d) Exhibits



10.1		Agreement Completing and Closing Multistate Examination.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

HEALTHMARKETS, INC. By: /s/ ~~Derrick~~Kenneth AJ. ~~Duke~~Fasola Name: ~~Derrick~~Kenneth AJ. ~~Duke~~Fasola Title: ~~Senior Vice~~ President, ~~Interim~~& Chief ~~Financial~~Executive Officer~~, Treasurer and Chief Insurance Operating Officer~~

Dated: ~~May~~June 1029, 2012

Exhibit Index


Exhibit No.		Exhibit

10.1		Agreement Completing and Closing Multistate Examination.

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