<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
FHP INTERNATIONAL CORP.
(Name of Issuer)
COMMON
(Title of Class of Securities)
302426101
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the pur-pose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1745 (2/92) Page 1 of 4 pages
<PAGE> 2
CUSIP No. 302426101 13G Page 2 OF 4 PAGES
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE CAPITAL GROUP, INC.
86-0206507
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [ ]
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
DELAWARE
SOLE VOTING POWER
5
NUMBER OF 1,704,200
SHARES
SHARED VOTING POWER
BENEFICIALLY 6
NONE
OWNED BY
EACH SOLE DISPOSITIVE POWER
7
REPORTING 2,661,200
PERSON
SHARED DISPOSITIVE POWER
WITH 8
NONE
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,661,200 Beneficial ownership disclaimed pursuant to Rule 13d-4
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.09%
TYPE OF REPORTING PERSON*
12
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
<PAGE> 3
CUSIP No. 302426101 13G Page 3 OF 4 PAGES
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAPITAL GUARDIAN TRUST COMPANY
95-2553868
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(b) [ ]
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
CALIFORNIA
SOLE VOTING POWER
5
NUMBER OF 1,701,800
SHARES
SHARED VOTING POWER
BENEFICIALLY 6
NONE
OWNED BY
EACH SOLE DISPOSITIVE POWER
7
REPORTING 2,123,800
PERSON
SHARED DISPOSITIVE POWER
WITH 8
NONE
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,123,800 Beneficial ownership disclaimed pursuant to Rule 13d-4
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
6.46%
TYPE OF REPORTING PERSON*
12
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 4 pages
<PAGE> 4
Page 4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Fee enclosed [ ] or Amendment No. 5
Item 1(a) Name of Issuer:
FHP International Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
9900 Talbert Ave.
Fountain Valley, CA 92728
Item 2(a) Name of Person(s) Filing:
The Capital Group, Inc. and Capital Guardian Trust Company
Item 2(b) Address of Principal Business Office:
333 South Hope Street
Los Angeles, CA 90071
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities: Common
Item 2(e) CUSIP Number: 302426101
Item 3 The person(s) filing is(are):
(b) [x] Bank as defined in Section 3(a)(6) of
the Act.
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers
Act of 1940.
(g) [x] Parent Holding Company in accordance
with Section 240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
(a) Amount Beneficially Owned:
See item 9, pg. 2 and 3
(b) Percent of Class: See item 11, pg. 2 and 3
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the
vote See item 5, pg. 2 and 3
ii) shared power to vote or to direct the
vote None
iii) sole power to dispose or to direct the
disposition of See item 7, pg. 2 and 3
iv) shared power to dispose or to direct
the disposition of None - beneficial
ownership disclaimed pursuant to Rule
13d-4
Item 5 Ownership of 5% or Less of a Class: N/A
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
(1) Capital Research and Management Company is an
Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940 and is a
wholly owned subsidiary of The Capital Group, Inc.
(2) Capital Guardian Trust Company is a Bank as
defined in Section 3(a)(6) of the Act and a wholly
owned subsidiary of The Capital Group, Inc.
(3) Capital International Limited (CIL) does not fall
within any of the categories described in Rule
13d-1-(b)(ii)(A-F) but its holdings of any
reported securities come within the five percent
limitation as set forth in a December 15, 1986
no-action letter from the Staff of the Securities
and Exchange Commission to The Capital Group, Inc.
CIL is a wholly owned subsidiary of The Capital
Group, Inc.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 11, 1994
Signature: /s/ Philip de Toledo
Name/Title: Philip de Toledo, Vice President and Treasurer
The Capital Group, Inc.
Date: February 11, 1994
Signature: /s/ Eugene P. Stein
Name/Title: Eugene P. Stein, Executive Vice President
Capital Guardian Trust Company
<PAGE> 5
AGREEMENT
Los Angeles, California
February 11, 1994
Capital Guardian Trust Company ("CGTC") and The Capital Group,
Inc. ("CG") hereby agree to file a joint statement on Schedule 13G under the
Securities Exchange Act of 1934 (the "Act") in connection with their beneficial
ownership of common stock issued by FHP International Corp.
CGTC and CG state that they are both entitled to individually
use Schedule 13G pursuant to Rule 13d-1(c) of the Act.
Both CGTC and CG are responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but neither is
responsible for the completeness or accuracy of the information concerning the
other.
CAPITAL GUARDIAN TRUST COMPANY
BY: /s/ Eugene P. Stein
Eugene P. Stein
Executive Vice President
THE CAPITAL GROUP, INC.
BY: /s/ Philip de Toledo
Philip de Toledo
Vice President and Treasurer
EXHIBIT A
