8-K

                          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


         Date of Report (Date of earliest event reported):  February 14, 1997



                            FHP INTERNATIONAL CORPORATION
                (Exact name of registrant as specified in its charter)


                                       DELAWARE
                    (State or other jurisdiction of incorporation)



    000-14796                                            33-0072502
(Commission File No.)                       (IRS Employer Identification No.)



                                   5995 PLAZA DRIVE
                                CYPRESS, CA 90630-5028
                (Address of principal executive offices and zip code)



          Registrant's telephone number, including area code: (714) 952-1121


                   3120 WEST LAKE CENTER DRIVE, SANTA ANA, CA 92704
             (Former name or former address if changed since last report)

                     --------------------------------------------



ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

    On February 14, 1997, pursuant to an Amended and Restated Agreement and 
Plan of Reorganization dated as of November 11, 1996 (the "Agreement"), among 
PacifiCare Health Systems, Inc., formerly named N-T Holdings, Inc., a 
Delaware corporation ("PacifiCare Holding"), PacifiCare Operations, Inc., 
formerly named PacifiCare Health Systems, Inc., a Delaware corporation 
("PacifiCare"), FHP International Corporation, a Delaware corporation 
("FHP"), Neptune Merger Corp., a Delaware corporation and a wholly-owned 
subsidiary of PacifiCare Holding ("PacifiCare Merger Sub"), and Tree 
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of 
PacifiCare Holding ("FHP Merger Sub"), PacifiCare Merger Sub merged with and 
into PacifiCare (the "PacifiCare Merger") and FHP Merger Sub merged with and 
into FHP (the "FHP Merger"). The PacifiCare Merger and the FHP Merger shall 
together be referred to herein as the "Mergers." The purpose of the Mergers 
was, among other things, to provide for an acquisition transaction involving 
PacifiCare and FHP.  The Mergers, among other things, resulted in a change of 
control of FHP.

    The Mergers became effective at the time of filing  of Certificates of 
Merger with the Delaware Secretary of State on February 14, 1997 (the 
"Effective Time").  At the Effective Time: (a) FHP Merger Sub and PacifiCare 
Merger Sub ceased to exist; (b) FHP, as the surviving corporation in  the FHP 
Merger, and PacifiCare, as the surviving corporation in the  PacifiCare 
Merger, became wholly-owned subsidiaries of PacifiCare Holding; and (c) the 
name of PacifiCare Holding was changed from "N-T Holdings, Inc." to 
"PacifiCare Health Systems, Inc.," while the name of PacifiCare was changed 
from "PacifiCare Health Systems, Inc." to "PacifiCare Operations, Inc."  
Additionally, at the Effective Time, pursuant to Section 1.5 of the 
Agreement, the following share conversions took place:  (a) each outstanding 
share of the Class A Common Stock, par value $0.01 per share, of PacifiCare 
was exchanged for one share of the Class A Common Stock, par value $0.01 per 
share, of PacifiCare Holding (the "PacifiCare Holding Class A Common"); (b) 
each outstanding share of the Class B Common Stock, par value $0.01 per 
share, of PacifiCare was exchanged for one share of the Class B Common Stock, 
par value $0.01 per share, of PacifiCare Holding (the "PacifiCare Holding 
Class B Common"); (c) each outstanding share of the Common Stock, par value 
$0.05 per share, of FHP (the "FHP Common Stock") was exchanged for $17.50 in 
cash, 0.056 shares of PacifiCare Holding Class A Common and 0.176 shares of 
PacifiCare Holding Class B Common; and (d) each outstanding share of the 
Series A Cumulative Convertible Preferred Stock, par value $0.05 per share, 
of FHP (the "FHP Preferred Stock") was exchanged for $14.113 in cash and 0.50 
shares of Series A Cumulative Convertible Preferred Stock, par value $0.01 
per share, of PacifiCare Holding (the "PacifiCare Holding Preferred").  
Further, as soon after the Effective Time as legally permitted, former 
holders of FHP Common Stock and of FHP Preferred Stock will receive rights 
(the "Talbert Rights") to acquire common stock of Talbert Medical Management 
Holdings Corporation ("TMMHC"). Present expectations are that the offering of 
the Talbert Rights will commence in April 1997, shortly after TMMHC's 
audited 1996 financial results become available.

    The principles determining the conversion of shares pursuant to the 
effectuation of the Mergers are set forth in the subsection entitled "Merger 
Consideration" in the section entitled "The Mergers and Related Transactions" 
of the prospectus filed by PacifiCare Holding with the Securities and 
Exchange Commission on November 26, 1996 

                                          2.




pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as 
amended (the "Prospectus").  Such information set forth in such subsection is 
incorporated herein by reference.  An explanation of the Talbert Rights and 
the offering of such Rights is set forth in the section entitled "The 
Offering" of the prospectus included in the Registration Statement on Form 
S-1 (No. 333-17679), as amended, filed by TMMHC, most recently filed on 
January 31, 1997 (the "Talbert S-1").  Such information set forth in such 
section is incorporated herein by reference.

    To finance the Mergers in part, PacifiCare Holding borrowed funds from a 
syndicate of financial institutions agented by Bank of America National Trust 
and Savings Association, as set forth in the subsection entitled "Financing 
of FHP Merger Consideration" of the section entitled "The Mergers and Related 
Transactions" of the Prospectus. Such information set forth in such 
subsection is incorporated herein by reference.

    The number of shares of PacifiCare Holding Class A Common, PacifiCare
Holding Class B Common and PacifiCare Holding Preferred issued in the FHP Merger
was approximately 2,337,000, 7,346,000, and 10,517,000, respectively.  The
aggregate amount of cash paid to former holders of FHP Common Stock and FHP
Preferred Stock in the FHP Merger was approximately $1,027,000,000.  The number
of shares of PacifiCare Holding Class A Common and PacifiCare Holding Class B
Common issued in the PacifiCare Merger was approximately 12,385,000 and
18,931,000, respectively.

    The Mergers are intended to be tax-free transactions under the Internal
Revenue Code of 1986, as amended, and will be accounted for as a purchase.  A
copy of the press release announcing the consummation of the Mergers is filed
herewith as Exhibit 99.01.

    As a result of the FHP Merger, 100% of all equity securities (including all
voting securities) of FHP are now owned directly by PacifiCare Holding.
Information regarding the persons who previously controlled FHP is set forth in
the subsection entitled "FHP" of the section entitled "Ownership of PacifiCare,
FHP and PacifiCare Holding" of the Prospectus. Such information set forth in
such subsection is incorporated herein by reference.  

    Arrangements regarding election of directors of the Board of PacifiCare 
Holding upon the consummation of the Mergers are set forth in the section 
entitled "Management of PacifiCare Holding" of the Prospectus.  Such 
information set forth in such section is incorporated herein by reference. 
There are no arrangements known to FHP at this time which may at a subsequent 
date result in a further change of control of FHP.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

    (c)  Exhibits


                                          3.



Exhibit No.   Description

2.01          Amended and Restated Agreement and Plan of Reorganization,
              dated as of November 11, 1996, among N-T Holdings, Inc., a
              Delaware corporation, PacifiCare Health Systems, Inc., a Delaware
              corporation, FHP International Corporation, a Delaware
              corporation, Neptune Acquisition Corp., a Delaware corporation,
              and Tree Acquisition Corp., a Delaware corporation.  Incorporated
              by reference herein from Appendix A of the Prospectus.

2.02          The subsection entitled "Merger Consideration" of the section
              entitled "The Mergers and Related Transactions" of the
              Prospectus, the subsection entitled "Financing of FHP Merger
              Consideration" of the section entitled "The Mergers and Related
              Transactions" of the Prospectus, the subsection entitled "FHP" of
              the section entitled "Ownership of PacifiCare, FHP and PacifiCare
              Holding" of the Prospectus, and the section entitled "Management
              of PacifiCare Holding" of the Prospectus.  Incorporated by
              reference herein from the Prospectus.

2.03          The section entitled "The Offering" of the prospectus included in
              the Talbert S-1.  Incorporated by reference herein from the
              Talbert S-1.

99.01         Press Release of February 14, 1997.


                                          4.




                                      SIGNATURES

    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.


                                       FHP INTERNATIONAL CORPORATION



Dated:   February 14, 1997             By: /s/ Alan R. Hoops
                                           --------------------------------
                                           Alan R. Hoops
                                           President and Chief Executive Officer


                                          5.




                                    EXHIBIT INDEX


Exhibit No.   Description

2.01          Amended and Restated Agreement and Plan of Reorganization, dated
              as of November 11, 1996, among N-T Holdings, Inc., a Delaware
              corporation, PacifiCare Health Systems, Inc., a Delaware
              corporation, FHP International Corporation, a Delaware
              corporation, Neptune Acquisition Corp., a Delaware corporation,
              and Tree Acquisition Corp., a Delaware corporation.  Incorporated
              by reference herein from Appendix A of the prospectus filed by
              PacifiCare Holding with the Securities and Exchange Commission on
              November 26, 1996 pursuant to Rule 424(b)(3) promulgated under
              the Securities Act of 1933, as amended (the "Prospectus").

2.02          The subsection entitled "Merger Consideration" of the section
              entitled "The Mergers and Related Transactions" of the
              Prospectus, the subsection entitled "Financing of FHP Merger
              Consideration" of the section entitled "The Mergers and Related
              Transactions" of the Prospectus, the subsection entitled "FHP" of
              the section entitled "Ownership of PacifiCare, FHP and PacifiCare
              Holding" of the Prospectus, and the section entitled "Management
              of PacifiCare Holding" of the Prospectus.  Incorporated by
              reference from the Prospectus.

2.03          The section entitled "The Offering" of the prospectus included in
              the Registration Statement on Form S-1 (No. 333-17679), as
              amended, filed by Talbert Medical Management Holdings
              Corporation, most recently filed on January 31, 1997 (the
              "Talbert S-1").  Incorporated by reference herein from the
              Talbert S-1.

99.01         Press Release of February 14, 1997.




                                          6.

EX-99.01

                                   [LETTERHEAD]

NEWS RELEASE
- --------------------------------------------------------------------------------
                       Contact:     Ben Singer            David K. Erickson
                                    Media Relations       Investor Relations
                                    (714)229-2825         (714)229-2636


FOR IMMEDIATE RELEASE

                        PACIFICARE HEALTH SYSTEMS ACQUIRES
                           FHP INTERNATIONAL CORPORATION

CYPRESS, CALIF., FEBRUARY 14, 1997 -- PacifiCare Health Systems, Inc., 
(Nasdaq: PHSYA and PHSYB) announced today that it has completed its $2.2 
billion acquisition of FHP International Corporation (Nasdaq: FHPC and 
FHPCA). The combined company will serve nearly 4 million commercial and 
Medicare members in 15 states and Guam, making PacifiCare Health Systems the 
nation's fifth largest HMO company. Revenue of the combined company is 
expected to total more than $10 billion in 1997.

     The transaction has received all necessary approvals from federal and 
state regulators, including the United States Federal Trade Commission and 
the California Department of Corporations. Shareholders of both companies 
approved the transaction on December 31, 1996.

     "We believe the combination of these two companies creates an extremely 
strong operation with a solid leadership position in the western United 
States," said Alan Hoops, PacifiCare's president and chief executive officer. 
"Our goal will be to build a company that both members and physicians view 
with confidence and trust."

     According to Hoops, "The acquisition further solidifies PacifiCare's 
position as the nation's leading Medicare risk plan, with nearly 1 million 
members enrolled. Our combined skills, experience and efficiencies will help 
address the complex issues confronting Medicare."

                                   -more-


2-2-2
PacifiCare

     Terms of the transaction call for holders of FHP Common Stock to receive 
a per share consideration of $17.50 in cash and 0.232 shares of Common Stock, 
consisting of 0.056 shares of Class A Common Stock and 0.176 shares of Class 
B Common Stock. Holders of FHP Preferred Stock will receive a per share 
consideration of $14.113 in cash and 0.50 shares of Series A Cumulative 
Convertible Preferred Stock. The PacifiCare Preferred Stock is convertible 
into 0.374 shares of PacifiCare Class B Common Stock, has a 4 percent coupon, 
and is callable commencing June 1998. The shares will be issued by a new 
holding company, also called PacifiCare Health Systems, Inc., which will own 
all of the outstanding stock of both PacifiCare (to be renamed PacifiCare 
Operations, Inc.) and FHP. PacifiCare shareholders will exchange their Class 
A and Class B Common Stock on a share for share basis. After closing, there 
will be approximately 14,722,000 shares of Class A Common, approximately 
26,276,000 shares of Class B Common, and approximately 10,517,000 shares of 
Series A Preferred Stock outstanding. The common stock will temporarily trade 
under the symbols PHYAD and PHYBD, respectively, before reverting to the 
current PHSYA and PHSYB. The preferred stock will trade under the symbol 
PHSYP.

     Common and Preferred shareholders of FHP will also receive rights to 
purchase FHP's stock ownership in Talbert Medical Management Holdings 
Corporation ("TMMHC"). That rights offering will commence as soon as legally 
permissible. Present expectations are that the TMMHC rights offering will 
commence in April, shortly after TMMHC's audited 1996 results become 
available.

                        IMPACT ON CALIFORNIA AND TEXAS
                        ------------------------------

     PacifiCare announced that nearly 90 percent of FHP's total workforce 
will be retained as the two companies merge. PacifiCare officials estimate 
that up to 900 positions will be eliminated as a result of the acquisition. 
This number includes 450 positions that were lost to attrition. Additionally, 
400 FHP employees in California and 50 in Houston, Texas will be laid off due 
to overlapping operations. The positions eliminated in FHP's California 
health plan operations are primarily in marketing, sales and administration. 
Layoffs will also occur at FHP's corporate headquarters in Santa Ana, where 
senior management and administrative

                                   -more-


3-3-3
PacifiCare

positions overlap. There will be little, if any, short-term effect in FHP 
states where PacifiCare does not presently operate.

     "We have developed a tremendous respect for FHP and have had a very 
cooperative relationship with them in preparing for the reductions in staff," 
Hoops added. "As a result, a number of layoffs have been avoided and some FHP 
employees in California and Texas have found positions with our operations in 
those states. We will also be providing support for those employees affected 
by the layoffs, including outplacement services and severance."

     PacifiCare currently operates in California, Florida, Oklahoma, Oregon, 
Texas and Washington, and with the FHP transaction will expand operations to 
include Arizona, Colorado, Illinois, Indiana, Kentucky, New Mexico, Nevada, 
Ohio, Utah and Guam.

     PacifiCare Health Systems is one of the nation's leading managed health 
care services companies. Primary operations include managed care products for 
employer groups, and Medicare and Medicaid beneficiaries in 15 states and 
Guam serving nearly four million members. Other specialty managed care 
operations include life and health insurance, behavioral health services, 
workers' compensation, dental and vision services, pharmacy benefit 
management and Medicare risk management services.

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