-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NuB3tSCS8hLLRAMAUJJe5rBQm37xil1k32uyuAWSsmOxpXR44jUH2aw63qKD89OZ hp+10tVM4OppO6omdDt+3A== 0000912057-97-016298.txt : 19970512 0000912057-97-016298.hdr.sgml : 19970512 ACCESSION NUMBER: 0000912057-97-016298 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970507 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOUNDATION HEALTH CORPORATION CENTRAL INDEX KEY: 0000859493 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 680014772 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10540 FILM NUMBER: 97598611 BUSINESS ADDRESS: STREET 1: 3400 DATA DR CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9166315000 MAIL ADDRESS: STREET 1: 3400 DATA DRIVE CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 1, 1997 ------------------------------- (Date of earliest event reported) FOUNDATION HEALTH SYSTEMS, INC. --------------------------------------------------------------- (Exact name of Registrant as specified Incorporated its charter) Delaware 1-12718 95-4288333 -------------- --------------------- ------------------- (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 21660 Oxnard Street, Woodland Hills, California 91367 --------------------------------------------------------------- (Addresses of principal executive offices, including zip codes) (818) 719-6978 ------------------------------------------------------- (Registrants's telephone numbers, including area codes) N/A ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following financial information is provided in accordance with the requirements of Item 7(a) and Item 7(b) of Form 8-K with respect to the merger transaction (the "Merger") involving the Registrant pursuant to which Foundation Health Corporation ("FHC") merged into FH Acquisition Corp. (a wholly owned subsidiary of the Registrant), which Merger was previously reported on the Registrant's Current Report on Form 8-K dated April 1, 1997 and filed with the Securities and Exchange Commission (the "Commission") on April 3, 1997: (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The audited consolidated financial statements of FHC for each of the years in the three year period ended June 30, 1996 are incorporated herein by reference as Exhibit 99.1 and the unaudited condensed consolidated financial statements for the three month periods ended September 30, 1996 and 1995 are incorporated herein by reference as Exhibit 99.2. (b) PRO FORMA FINANCIAL INFORMATION. The unaudited pro forma combined condensed financial statements of the Registrant (and notes thereto) included at pages 49 through 56 of the Prospectus contained in the Registrant's Amendment No. 1 to the Registration Statement on Form S-4 filed with the Commission on January 10, 1997 are incorporated herein by reference as Exhibit 99.3. (c) EXHIBITS. EXHIBIT INDEX 23.1 Consent of Deloitte & Touche LLP, a copy of which is filed herewith. 23.2 Consent of Ernst & Young LLP, a copy of which is filed herewith. 23.3 Consent of Coopers & Lybrand LLP, a copy of which is filed herewith. 23.4 Consent of Stevenson, Jones & Holmaas, P.C., a copy of which is filed herewith. 99.1 Audited consolidated financial statements for each of the years in the three year period ended June 30, 1996 (contained in the Annual Report on Form 10-K/A Amendment No. 3 of Foundation Health Corporation (File No. 1-10540) for the year ended June 30, 1996 filed with the Commission on January 10, 1997), which financial statements are incorporated by reference herein. 99.2 Unaudited condensed consolidated financial statements for the three month periods ended September 30, 1996 and 1995 (contained in the Quarterly Report on Form 10-Q of Foundation Health Corporation (File No. 1-10540) for the quarter ended September 30, 1996 filed with the Commission on November 19, 1996), which financial statements are incorporated by reference herein. 99.3 Unaudited pro forma combined condensed financial statements of the Registrant (and the notes thereto) contained on pages 49 through 56 of the Prospectus contained in the Registrant's Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-19273) filed with the Commission on January 10, 1997, which pages are incorporated by reference herein. The unaudited pro forma combined condensed financial statements provide information about the impact of the Merger by showing how it might have affected the financial condition and results of operations of the Registrant had the Merger actually been completed as of the dates indicated. The unaudited pro forma combined condensed financial statements are provided for informational purposes only and are not necessarily indicative of actual results that would have been achieved had the Merger been consummated at the beginning of the periods presented or of future results and should be read in conjunction with the historical financial statements of FHC and the Registrant and notes thereto. 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. Dated: May 9, 1997. FOUNDATION HEALTH SYSTEMS, INC. By /s/ Jeffrey L. Elder ------------------------------------------- Name: Jeffrey L. Elder Title: Senior Vice President, and Chief Financial Officer EX-23.1 2 CONSENT OF DELOITTE & TOUCHE INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Current Report on Form 8-K/A of Foundation Health Systems, Inc. of our report dated July 25, 1996 (November 18, 1996 as to Notes 1, 2, 6, 7, 8, 9, 10, 12, 13 and 14) appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996. We also consent to the incorporation by reference in: (1) Registration Statement on Form S-8 (No. 33-74780) relating to Health Systems International, Inc. Amended and Restated 1989 Stock Option Plan, Health Systems International, Inc. Amended and Restated 1991 Stock Option Plan, Health Systems International, Inc. Amended and Restated Non-Employee Director Stock Option Plan, Health Systems International, Inc. Employee Stock Purchase Plan, and, (2) Registration Statement on Form S-8 (No. 333-24621) relating to Foundation Health Corporation Employee Stock Purchase Plan, Foundation Health Corporation Profit Sharing and 401(K) Plan (Amended and restated effective January 1, 1994), 1990 Stock Option Plan of Foundation Health Corporation, 1992 Nonstatutory Stock Option Plan of Foundation Health Corporation, 1989 Stock Plan of Business Insurance Corporation, Managed Health Network, Inc. Incentive Stock Option Plan, Managed Health Network, Inc. Amended and Restated 1991 Stock Option Plan, 1993 Nonstatutory Stock Option Plan of Foundation Health Corporation (Amended and restated effective September 7, 1995), of our report dated July 25, 1996 (November 18, 1996 as to Notes 1, 2, 6, 7, 8, 9, 10, 12, 13 and 14), appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996 which report is incorporated by reference in the Current Report on Form 8-K/A of Foundation Health Systems, Inc. DELOITTE & TOUCHE LLP Sacramento, California May 8, 1997 EX-23.2 3 CONSENT OF ERNST & YOUNG CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Current Report on Form 8-K/A of Foundation Health Systems, Inc. of our report dated February 16, 1994, except Note 17 as to which the date is March 18, 1994, with respect to the consolidated financial statements of Intergroup Healthcare Corporation for the year ended December 31, 1993, appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996. We also consent to the incorporation by reference in: (1) Registration Statement on Form S-8 (No. 33-74780) relating to Health Systems International, Inc. Amended and Restated 1989 Stock Option Plan, Health Systems International, Inc. Amended and Restated 1991 Stock Option Plan, Health Systems International, Inc. Amended and Restated Non-Employee Director Stock Option Plan, Health Systems International, Inc. Employee Stock Purchase Plan, and, (2) Registration Statement on Form S-8 (No. 333-24621) relating to Foundation Health Corporation Employee Stock Purchase Plan, Foundation Health Corporation Profit Sharing and 401(K) Plan (Amended and restated effective January 1, 1994), 1990 Stock Option Plan of Foundation Health Corporation, 1992 Nonstatutory Stock Option Plan of Foundation Health Corporation, 1989 Stock Plan of Business Insurance Corporation, Managed Health Network, Inc. Incentive Stock Option Plan, Managed Health Network, Inc. Amended and Restated 1991 Stock Option Plan, 1993 Nonstatutory Stock Option Plan of Foundation Health Corporation (Amended and restated effective September 7, 1995), of our report dated February 16, 1994, except Note 17 as to which the date is March 18, 1994, with respect to the consolidated financial statements of Intergroup Healthcare Corporation for the year ended December 31, 1993, appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996 which report is incorporated by reference in the Current Report on Form 8-K/A of Foundation Health Systems, Inc. Ernst & Young LLP Tucson, Arizona May 7, 1997 EX-23.3 4 CONSENT OF COOPERS & LYBRAND CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Report on Form 8-K/A, dated May 9, 1997 of Foundation Health Systems Inc. of our report dated February 28, 1994, on our audit of the consolidated statements of income, changes in stockholders' equity and cash flows of CareFlorida Health Systems, Inc. and Subsidiaries for the year ended December 31, 1993, appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996. We also consent to the incorporation by reference in the: (1) Registration Statement on Form S-8 (No. 33-74780) relating to Health Systems International, Inc. amended and restated 1989 Stock Option Plan, Health Systems International, Inc. amended and restated 1991 Stock Option Plan, Health Systems International, Inc. amended and restated Non-Employee Director Stock Option Plan, Health Systems International, Inc. Employee Stock Purchase Plan (2) Registration Statement on Form S-8 (No. 333-24621) relating to Foundation Health Corporation Employee Stock Purchase Plan, Foundation Health Corporation Profit Sharing and 401(K) Plan (amended and restated effective January 1, 1994), 1990 Stock Option Plan of Foundation Health Corporation, 1992 Nonstatutory Stock Option Plan of Foundation Health Corporation, 1989 Stock Plan of Business Insurance Corporation, Managed Health Network, Inc. Incentive Stock Option Plan, Managed Health Network, Inc. amended and restated 1991 Stock Option Plan, 1993 Nonstatutory Stock Option Plan of Foundation Health Corporation (amended and restated effective September 7, 1995), of our report dated February 28, 1994, on our audit of the consolidated statements of income, changes in stockholders' equity and cash flows of CareFlorida Health Systems, Inc. and Subsidiaries for the year ended December 31, 1993 appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996. Coopers & Lybrand LLP Miami, Florida May 8, 1997 EX-23.4 5 CONSENT OF STEVENSON, JONES & HOLMAAS, P.C. INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Current Report on Form 8-K/A of Foundation Health Systems, Inc. of our report dated April 27, 1994, with respect to the consolidated financial statements of Thomas-Davis Medical Centers, P.C. and Subsidiaries for the year ended December 31, 1993 appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996. We also consent to the incorporation by reference in: (1) Registration Statement on Form S-8 (No. 33-74780) relating to Health Systems International, Inc. Amended and Restated 1989 Stock Option Plan, Health Systems International, Inc. Amended and Restated 1991 Stock Option Plan, Health Systems International, Inc. Amended and Restated Non-Employee Director Stock Option Plan, Health Systems International, Inc. Employee Stock Purchase Plan, and, (2) Registration Statement on Form S-8 (No. 333-24621) relating to Foundation Health Corporation Employee Stock Purchase Plan, Foundation Health Corporation Profit Sharing and 401(k) Plan (Amended and restated effective January 1, 1994), 1990 Stock Option Plan of Foundation Health Corporation, 1992 Nonstatutory Stock Option Plan of Foundation Health Corporation, 1989 Stock Plan of Business Insurance Corporation, Managed Health Network, Inc. Incentive Stock Option Plan, Managed Health Network, Inc. Amended and Restated 1991 Stock Option Plan, 1993 Nonstatutory Stock Option Plan of Foundation Health Corporation (Amended and restated effective September 7, 1995), of our report dated April 27, 1994, appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended June 30, 1996 which report is incorporated by reference in the Current Report on Form 8-K/A of Foundation Health Systems, Inc. STEVENSON, JONES & HOLMAAS, P.C. Tucson, Arizona May 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----