said inan April 5 news release that it signed a letter of intent to combine with UCare.

Terms ofthe transaction were not disclosed in the news release.

Uponexecution of an agreement, UCare will become a wholly owned subsidiary ofFairview. Jim Eppel will remain as president and CEO of UCare.

UCare andPreferredOne willform Fairview's health plan division.

During thenext several months of planning discussions, decisions on the new operationalmodel and relationship among Fairview, PreferredOne and UCare will beformalized. While specific details have yet to be determined, both firms haveagreed that Fairview will continue to collaborate with other health planadministrators and UCare will do the same with other healthcare providers andcare systems.

Fairviewand UCare plan to finalize details of the deal and secure regulatory approvalsby midsummer.

Stafflayoffs are not expected as a result of the transaction, according to therelease.