-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VIjsSIa2viHBSo81UQEBaAT+bPoX1Wdi1V12tfKvba5F4ae6cmHLg3+BN9a60A0V qCvr+yFXiuzYQv8+2QYHfA== 0000902595-94-000108.txt : 19940914 0000902595-94-000108.hdr.sgml : 19940914 ACCESSION NUMBER: 0000902595-94-000108 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FHP INTERNATIONAL CORP CENTRAL INDEX KEY: 0000793499 STANDARD INDUSTRIAL CLASSIFICATION: 8011 IRS NUMBER: 330072502 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11329 FILM NUMBER: 94548762 BUSINESS ADDRESS: STREET 1: 9900 TALBERT AVE CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 BUSINESS PHONE: 7149637233 FORMER COMPANY: FORMER CONFORMED NAME: FHP CORP DATE OF NAME CHANGE: 19870201 11-K 1 ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________ FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1993. OR _ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from ____________ to ______________. Commission file number 0-14796 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Comprecare Tax Deferred Savings Plan B. Name of issuer of the securities held pursuant to the plans and the address of its principal executive office: FHP International Corporation 9900 Talbert Avenue Fountain Valley, California 92708 REQUIRED INFORMATION FHP International Corporation hereby files the financial statements required by Form 11-K with respect to the Comprecare Tax Deferred Savings Plan (the "Plan"). The financial statements for the Plan and the report of independent auditors are attached hereto as Exhibits and are incorporated in this Annual Report on Form 11-K by reference. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. COMPRECARE TAX DEFERRED SAVINGS PLAN Comerica Bank - California, as Trustee Date: September 9, 1994 By: /s/ Marc Rebboah Marc J. Rebboah Senior Vice President By: /s/ Margaret Newby Margaret A. Newby Senior Trust Officer EXHIBIT INDEX Exhibit No. Description Sequentially Numbered Page 1 Financial Statements and Schedules for the Comprecare Tax Deferred Savings Plan for the two years ended December 31, 1993 and 1992 (with Independent Auditors' Report thereon). 2 Consent of Ernst & Young LLP. EX-1 2 FINANCIAL STATEMENTS Financial Statements and Schedules COMPRECARE TAX DEFERRED SAVINGS PLAN Years ended December 31, 1993 and 1992 with Report of Independent Auditors Comprecare Tax Deferred Savings Plan Financial Statements and Schedules Years ended December 31, 1993 and 1992 CONTENTS Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . 1 Audited Financial Statements Statements of Net Assets Available for Benefits. . . . . . . . . . . . . .2 Statements of Changes in Net Assets Available for Benefits. . . . . . . . 3 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 4 Schedules Assets Held for Investment . . . . . . . . . . . . . . . . . . . . .. . . 9 Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets . . . . . . . . . . . . . . 10 Report of Independent Auditors Plan Trustees Comprecare Tax Deferred Savings Plan Aurora, Colorado We have audited the accompanying statements of net assets available for benefits of the Comprecare Tax Deferred Savings Plan (the Plan) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, information regarding the Plan's net assets available for benefits at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993, and transactions or series of transactions in excess of 5% of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. /s/ Ernst & Young LLP ERNST & YOUNG LLP Denver, Colorado September 8, 1994
Comprecare Tax Deferred Savings Plan Statements of Net Assets Available for Benefits DECEMBER 31, 1993 FUND INFORMATION -------------------------------------------------------------- - -------------------- Guaranteed 20th Fidelity Income Century AIM AIM Fidelity Income & Fund Growth Weingarten Constellation Growth Growth Total -------------------------------------------------------------------------------- ASSETS Investments: At fair value - Shares of registered investment companies. . . . . . . . . . . . . .$ -- $345,293 $ 41,358 $ 87,935 $463,200 $432,598 $1,370,384 Insurance company separate accounts. . -- -- -- -- -- -- -- At contract value - Guaranteed investment contracts. . . 625,765 -- -- -- -- -- 625,765 -------------------------------------------------------------------------------- Total investments. . . . . . . . . . . 627,765 345,293 41,358 87,935 463,200 432,598 1,996,149 Participants' contributions receivable. -- -- -- -- -- -- -- -------------------------------------------------------------------------------- Net assets available for benefits. . . $625,765 $345,293 $41,358 $ 87,935 $463,200 $432,598 $1,996,149 ================================================================================= DECEMBER 31, 1992 FUND INFORMATION ------------------------------------------------------------ Guaranteed 20th Fidelity Income Century Fidelity Income & Fund Growth Growth Growth Total ----------------------------------------------------------- ASSETS Investments: At fair value - Shares of registered investment companies. . . . . . . . . . . . . .$ -- $ -- $ -- $ -- $ -- Insurance company separate accounts. . -- 269,175 259,507 285,810 814,492 At contract value - Guaranteed investment contracts. . . 525,747 -- -- -- 525,747 ------------------------------------------------------------- Total investments. . . . . . . . . . . 525,747 269,175 259,507 285,810 1,340,239 Participants' contributions receivable. 12,528 7,325 5,790 7,059 32,702 ------------------------------------------------------------- Net assets available for benefits. . . $538,275 $276,500 $265,297 $292,869 $1,372,941 ============================================================= See accompanying notes.
Comprecare Tax Deferred Savings Plan Statements of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31, 1993 FUND INFORMATION ---------------------------------------------------------------------------------- Guaranteed 20th Fidelity Income Century AIM AIM Fidelity Income & Fund Growth Weingarten Constellation Growth Growth Total --------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments . . . . .$ -- $(24,976) $ 1,214 $ 12,292 $ 60,170 $ 41,962 $ 90,662 Interest and dividends. . . . . . . . . 43,369 38,645 1,031 -- 16,318 23,937 123,300 --------------------------------------------------------------------------------- 43,369 13,669 2,245 12,292 76,488 65,899 213,962 Contributions: Participants. . . . . . . . . . . . . 86,922 65,577 27,176 46,499 83,048 84,654 393,876 Employer. . . . . . . . . . . . . . . 22,391 15,417 5,828 9,641 19,147 20,519 92,943 Rollover. . . . . . . . . . . . . . . 18,415 14,925 9,204 15,663 15,860 7,219 81,286 -------------------------------------------------------------------------------- 127,728 95,919 42,208 71,803 118,055 112,392 568,105 -------------------------------------------------------------------------------- Total Additions. . . . . . . . . . . . 171,097 109,588 44,453 84,095 194,543 178,291 782,067 Deductions from net assets attributed to: Benefits paid to participants. . . . 83,773 12,866 2,319 2,800 18,129 38,971 158,858 -------------------------------------------------------------------------------- Total deductions. . . . . . . . . . . 83,773 12,866 2,319 2,800 18,129 38,971 158,858 -------------------------------------------------------------------------------- Net increase prior to interfund transfers. . . . . . . . . . . . . . 87,324 96,722 42,134 81,295 176,414 139,320 623,209 Interfund transfers (net). . . . . . . 166 (27,929) (776) 6,640 21,489 409 (1) -------------------------------------------------------------------------------- Net increase. . . . . . . . . . . . 87,490 68,793 41,358 87,935 197,903 139,729 623,208 Net assets available for benefits: Beginning of year. . . . . . . . . . 538,275 276,500 -- -- 265,297 292,869 1,372,941 ------------------------------------------------------------------------------- End of year. . . . . . . . . . . . . $625,765 $345,293 $41,358 $ 87,935 $463,200 $432,598 $1,996,149 ================================================================================= See accompanying notes.
Comprecare Tax Deferred Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31, 1992 FUND INFORMATION --------------------------------------------------------------- Guaranteed 20th Fidelity Income Century Fidelity Income & Fund Growth Growth Growth Total ------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments . . . . .$ -- $(2,045) $ 22,701 $ 15,826 $ 36,482 Interest and dividends. . . . . . . . . 29,201 -- -- -- 29,201 -------------------------------------------------------------- 29,201 (2,045) 22,701 15,826 65,683 Contributions: Participants. . . . . . . . . . . . . 229,998 129,409 104,771 116,686 580,864 Employer. . . . . . . . . . . . . . . -- -- -- -- -- Rollover. . . . . . . . . . . . . . . 246,389 132,333 127,303 134,604 640,629 ------------------------------------------------------------- 476,387 261,742 232,074 251,290 1,221,493 -------------------------------------------------------------- Total Additions. . . . . . . . . . . . 505,588 259,697 254,775 267,116 1,287,176 Deductions from net assets attributed to: Benefits paid to participants. . . . 40,711 8,675 3,856 7,169 60,411 -------------------------------------------------------------- Total deductions. . . . . . . . . . . 40,711 8,675 3,856 7,169 60,411 -------------------------------------------------------------- Net increase prior to interfund transfers. . . . . . . . . . . . . . 464,877 251,022 250,919 259,947 1,226,765 Interfund transfers (net). . . . . . . 10,852 817 (11,299) (370) -- --------------------------------------------------------------- Net increase. . . . . . . . . . . . 475,729 251,839 239,620 259,577 1,226,765 Net assets available for benefits: Beginning of year. . . . . . . . . . 62,546 24,661 25,677 33,292 146,176 --------------------------------------------------------------- End of year. . . . . . . . . . . . . $538,275 $276,500 $265,297 $292,869 $1,372,941 ================================================================ See accompanying notes.
Comprecare Tax Deferred Savings Plan Notes to Financial Statements December 31, 1993 1. DESCRIPTION OF THE PLAN The following description of the Comprecare Tax Deferred Savings Plan (the Plan) provides only general information. Participants should refer to the "Summary Plan Description" for a more complete description of the Plan's provisions. GENERAL Comprecare Management Services, Inc. (the Company) established the Plan effective September 1, 1991 to provide benefits to those of its employees and the employees of its affiliates who are expected to work at least 1000 hours during the plan year. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company serves as the Plan Administrator. The Plan Administrator and Trustee are responsible for the general administration and interpretation of the Plan and the Trust. Administrative and custodial service fees were paid by the Company during 1993 and 1992. CONTRIBUTIONS Participants may make contributions to the Plan through salary reductions to a maximum of 20% of their total compensation in any one plan year, subject to a limitation of 10% of their base pay portion. Company contributions, if any, are determined at the discretion of the Board of Directors annually. VESTING Participants are fully vested in their contributions and earnings thereon. A participant who has completed 3 years of service as of December 31, 1992 shall always be 100% vested in Company contributions. Participants with less than 3 years of service as of December 31, 1992 shall be 100% vested in the portion of Company contributions accrued to his or her account through such date and shall vest at a rate of 20% per year after 3 years of service for the portion of Company contributions accrued on or after January 1, 1993. Employees who become eligible to participate on or after January 1, 1993 shall vest in employer contributions at a rate of 20% per year after 3 years of service. Although it has not expressed any intent to do so, the Company has the right at any time to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. Comprecare Tax Deferred Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS See Note 3. PAYMENT OF BENEFITS On termination of service, a participant may elect to receive either a lump-sum amount or, if an employee's account is greater than $3,500 and they terminate because of death, they may receive the account in installments over a period not exceeding five years. The payment of benefits commences after the valuation date following the participant's termination. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements of the Plan have been prepared on a basis of accounting in accordance with generally accepted accounting principles (GAAP). Such basis of accounting differs from the modified cash basis of accounting used by the Plan to present the financial statements included in the Annual Return/Report of Employee Benefit Plan (Form 5500). A reconciliation of the accompanying financial statements to the modified cash basis financial statements included in the 1992 Form 5500 as filed and the 1993 Form 5500 to be filed is as follows: 1993 1992 NET ASSETS NET INCREASE NET ASSETS NET INCREASE AVAILABLE IN ASSETS AVAILABLE IN ASSETS FOR PLAN AVAILABLE FOR FOR PLAN AVAILABLE FOR BENEFTS PLAN BENEFITS BENEFITS PLAN BENEFITS ----------- -------------- ----------- ------------- GAAP basis $1,996,149 $623,208 $1,372,941 $1,226,765 Deduct: Participants' contributions Receivable -- -- (32,702) (32,702) Add: Prior participants' contributions receivable -- 32,702 -- 22,332 Prior employer's contribution receivable -- -- -- 64,784 ---------- -------- ---------- ---------- Modified cash basis $1,996,149 $655,910 $1,340,239 $1,281,179 ========== ======== ========== ==========
Comprecare Tax Deferred Savings Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) VALUATION OF INVESTMENTS The Plan's investments in guaranteed investment contracts are stated at contract value, which represents contributions made under the contract plus interest at the contracted rate. Investments in shares of registered investment companies are stated at fair value based on quoted market prices. Investments in units of insurance company separate accounts are stated at fair value, which represents the fair market value of the underlying collateral less the amount due for management fees. 3. INVESTMENTS During 1992 and part of 1993, the Plan's investments were held under an agreement with an insurance company. Under the agreement, participants could direct their investments into a guaranteed investment contract or any one of three insurance company separate accounts: Variable Accounts E, F, and I. The underlying investments of Variable Accounts E, F, and I each consisted of shares of a registered investment company. In April 1993, the investments in the insurance company separate accounts were liquidated and transferred to the new trustee, a registered stock transfer and trust company. Under the new trust arrangement, the liquidated funds were reinvested directly into shares of the respective registered investment companies. The new trust arrangement also made available two new investment options. Investment options available to Plan participants as of December 31, 1993 are summarized below: Guaranteed Income Fund - Funds are invested in a guaranteed investment contract of the Hartford Life Insurance Company. Hartford guarantees both the principal and interest at a contracted rate for the length of the contract. Fidelity Growth Fund (formerly Variable Account E) - Funds are invested in shares of Fidelity Advisor Growth Opportunities Fund, a registered investment company. The Fidelity Advisor Growth Opportunities Fund seeks to provide capital growth by investing in a diversified portfolio consisting of 30-65% growth stocks, with the remainder allocated across a broad spectrum of investments. Fidelity Income & Growth (formerly Variable Account F) - Funds are invested in shares of Fidelity Advisor Income & Growth Portfolio, a registered investment company. The Fidelity Advisor Income & Growth Portfolio seeks both income and growth of capital by investing in a diversified portfolio of both equity and fixed-income securities. Comprecare Tax Deferred Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) 20th Century Growth (formerly Variable Account I) - Funds are invested in shares of the 20th Century Growth Investors Fund, a registered investment company. The 20th Century Growth Investors Fund is an aggressive growth fund investing primarily in the common stocks of better-capitalized, growth-oriented companies. AIM Weingarten - Funds are invested in shares of the AIM Weingarten Fund, a registered investment company. The AIM Weingarten Fund seeks to provide growth of capital through investment in common stocks of leading U.S. companies. AIM Constellation - Funds are invested in shares of the AIM Constellation Fund, a registered investment company. The AIM Constellation Fund is an aggressive growth fund investing primarily in the common stocks of medium-sized and smaller emerging growth companies. The Plan's investments are summarized as follows:
DECEMBER 31 1993 1992 ---------------------------- Guaranteed investment contracts at contract value: Unum Life Insurance Company (dollar value units). . . . .$ 490,143* $ 525,747* Hartford Life Insurance Company (dollar value units) . . . 135,622* -- ----------------------------- 625,765 525,747 Registered investment companies at fair value: Fidelity Advisor Growth Opportunities Fund (18,439 shares) 463,200* -- Fidelity Advisor Income & Growth Portfolio (27,964 shares) 432,598* -- 20th Century Growth Investors Fund (15,415 shares) 345,293* -- AIM Weingarten Fund (2,412 shares) 41,358 -- AIM Constellation Fund (5,025 shares) 87,935 -- ---------------------------- 1,370,384 -- Insurance company separate accounts at fair value: UNUM Life Variable Account E (14,310 units) -- 259,507* UNUM Life Variable Account F (17,654 units) -- 285,810* UNUM Life Variable Account I (13,696 units) -- 269,175* -------------------------- -- 814,492 -------------------------- Total investments $19,996,149 $1,340,239 =========== ========== * Represents investments equal to 5% or more of the Plan's net assets.
Comprecare Tax Deferred Savings Plan Notes to Financial Statements (continued) 4. TAX STATUS The Plan has not filed an application for determination with the Internal Revenue Service. However, the Plan administrator and the Plan's trustee believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code (the Code) in accordance with Section 401(a) and Section 404 of the Code. Therefore, they believe that the Plan was qualified and was tax-exempt under Section 501(a) of the Code as of December 31, 1993 and 1992. 5. MERGER AND SUBSEQUENT EVENTS Effective September 1, 1993, Comprecare, Inc., the Company's parent, merged with TakeCare, Inc. At that time, the Plan was frozen and participant contributions made subsequent to September 1, 1993 were placed in the TakeCare Savings and Retirement Plan. On March 3, 1994, TakeCare, Inc. entered into an agreement and plan of merger with FHP International Corporation (FHP) under which FHP agreed to acquire all the outstanding common stock of TakeCare, Inc. This merger became effective June 17, 1994. Subsequent to this merger, the Plan was merged into the TakeCare Savings and Retirement Plan. The merged plan may at some future point be merged into the FHP 401(k) plan. Schedules
Comprecare Tax Deferred Savings Plan Assets Held for Investment December 31, 1993 DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, FAIR LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE Guaranteed Investment Contracts: UNUM Life Insurance Company 7.5% per annum $ 490,143 $ 490,143 Hartford Life Insurance Company 5.28% per annum 135,622 135,622 ---------- ---------- 625,765 625,765 Registered Investment Companies: Fidelity Advisor Growth Opportunities Fund 18,439 shares 428,165 463,200 Fidelity Advisor Income & Growth Portfolio 27,964 shares 408,969 432,598 20th Century Growth Investors Fund 15,415 shares 360,399 345,293 AIM Weingarten Fund 2,412 shares 41,575 41,358 AIM Constellation Fund 5,025 shares 81,453 87,935 ---------------------------- 1,320,561 1,370,384 ---------------------------- Total investments $1,946,326 $1,996,149 ============================
Comprecare Tax Deferred Savings Plan Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets Year ended December 31, 1993 Current Historical Value on Net Identity of Purchase Selling Cost of Transaction Gain Party Involved Price Price Asset Date (Loss) - ----------------------------------------------------------------------------------------- Category (i) Individual Transactions in Excess of 5% of Plan Assets UNUM Life Insurance Co.: Guaranteed Investment Contract $808,471 $ -- $808,471 $808,471 $ -- Guaranteed Investment Contract -- 808,471 808,471 808,471 -- Variable Account E -- 287,670 271,061 287,670 16,609 Variable Account F -- 307,606 280,000 307,606 27,606 Variable Account I -- 226,765 246,298 226,765 (19,533) 20th Century Growth Investors Fund 226,765 -- 226,765 226,765 -- Fidelity Advisor Growth Opportunities Fund 274,100 -- 274,100 274,100 -- Fidelity Advisor Income & Growth Portfolio 307,606 -- 307,606 307,606 -- Cost of Proceeds Net Identity of Party Involved Description of Transaction Purchase from Sale Gain(Loss) - ------------------------------------------------------------------------------------------ Category (iii) Series of Transactions in Excess of 5% of Plan Assets UNUM Life Insurance Co.: Guaranteed Investment Contract Aggregate of 5 purchase and 13 sales $855,585 $911,133 $ -- Variable Account E Aggregate of 5 sales -- 287,670 16,609 Variable Account F Aggregate of 6 sales -- 318,991 28,077 Variable Account I Aggregate of 4 sales -- 248,924 (20,176) Hartford Life Insurance Co.: Guaranteed Investment Contract Aggregate of 22 purchases 159,827 -- -- 20th Century Growth Investors Fund Aggregate of 21 purchases 366,082 -- -- Fidelity Advisor Growth Aggregate of 24 purchases 439,294 -- -- Opportunities Fund Fidelity Advisor Income & Growth Aggregate of 23 purchases 459,836 -- -- Portfolio There were no category (ii) or (iv) reportable transactions during 1993.
Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8), dated April 7, 1994) pertaining to the Comprecare Tax Deferred Savings Plan of TakeCare, Inc. of our report dated September 8, 1994, with respect to the financial statements and schedules of the Comprecare Tax Deferred Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ Ernst & Young LLP ERNST & YOUNG LLP Denver, Colorado September 8, 1994 -----END PRIVACY-ENHANCED MESSAGE-----