UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FHP International Corporation
(Name of Issuer)
Common Stock
(Title and Class of Securities)
302426101
(CUSIP Number)
*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 disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose 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).<PAGE>
SCHEDULE 13G
CUSIP No.302426101 Page 2 of 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Invista Capital Management, Inc.
Principal Mutual Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Invista Capital Management, Inc. State of Iowa
Principal Mutual Life Insurance Company State of Iowa
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
Invista Capital Management, Inc.
0
Principal Mutual Life Insurance Company
0
6 SHARED VOTING POWER
Invista Capital Management, Inc. (Total)
496,954
Common Stock
294,476
Conv. Pref.
202,478
Principal Mutual Life Insurance Company (Total)
513,094
Common Stock
297,876
Conv. Pref.
218,618
7 SOLE DISPOSITIVE POWER
Invista Capital Management, Inc.
0
Principal Mutual Life Insurance Company
0
8 SHARED DISPOSITIVE POWER
Invista Capital Management, Inc. (Total)
496,954
Common Stock
294,476
Conv. Pref.
202,478
Principal Mutual Life Insurance Company (Total)
513,094
Common Stock
297,876
Conv. Pref.
218,618
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Invista Capital Management, Inc.
496,954
Principal Mutual Life Insurance Company
513,094
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Invista Capital Management, Inc.
1.2%
Principal Mutual Life Insurance Company
1.2%
12 TYPE OF REPORTING PERSON*
Invista Capital Management, Inc.
IA
Principal Mutual Life Insurance Company
HC<PAGE>
Schedule 13G
ITEM 1(a) Name of Issuer: FHP
International Corp.
ITEM 1(b) Address of Issuer's Principal Executive Offices:
3120 Lake
Center Drive
Santa Ana, CA
92704
_
ITEM 2(a) Name of Persons Filing:
Invista Capital Management, Inc.
Principal Mutual Life Insurance Co.
ITEM 2(b) Address of Principal Business Office:
Invista Capital Management, Inc. Principal
Mutual Life Ins. Co.
1500 Hub Tower, 699 Walnut 711 High Street
Des Moines, IA 50309 Des Moines, IA
50392-0088
ITEM 2(c) Citizenship:
Invista Capital Management, Inc. - State of Iowa
Principal Mutual Life Insurance Co. - State of Iowa
ITEM 2(d) Title of Class of Securities: Common Stock
ITEM 2(e) CUSIP Number: 302426101
ITEM 3: This statement is filed pursuant to Rule 13d-2(b) by a
person who is
an investment advisor registered under Section 203 of the
Investment Advisers
Act of 1940, and a person who is a parent holding company in
accordance with
Section 240.13d-1(b)(1)(ii)(G).
ITEM 4: Ownership:
(a) Amount Beneficially Owned:
Invista Capital Management, Inc.
202,478 Shares conv. perf. give right to acquire
294,476 Shares common stock presently held
Principal Mutual Life Insurance Company
218,618 Shares conv. pref. give right to acquire
297,876 Shares common stock presently held
(b) Percent of Class:
1.20% Invista Capital Management, Inc.
1.24% Principal Mutual Life Insurance Co.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
0 Shrs. -Invista Capital Management, Inc.
0 Shrs. - Principal Mutual Life Ins. Co.
(ii) Shared power to vote or to direct the vote:
Invista Capital Management, Inc.
202,478 Shares conv. pref. give right to acquire
294,476 Shares common stock presently held
Principal Mutual Life Insurance Company
218,618 Shares conv. pref. give right to acquire
297,876 Shares common stock presently held
(iii) Sole power to dispose or to direct the
disposition of:
0 Shrs. Invista Capital Management, Inc.
0 Shrs. Principal Mutual Life Ins. Co.
(iv) Shared power to dispose or to direct the
disposition of:
Invista Capital Management, Inc.
202,478 Shares conv. pref. give right to acquire
294,476 Shares common stock presently held
Principal Mutual Life Insurance Company
218,618 Shares conv. pref. give right to acquire
297,876 Shares common stock presently held
ITEM 5: Ownership of 5% or Less of Class: This statement is
being filed to
report the fact that as of the date hereof the reporting persons
indeicated
below has ceased to be the beneficial owner of more than 5 percent
of the
class of securities addressed by this report.
Invista Capital Management, Inc. X
Principal Mutual Life Insurance Co. X
ITEM 6: Ownership of More than 5% on Behalf of Another Person:
Persons
other than the reporting persons have a right to receive or the
power to
direct the receipt of dividends from or the proceeds from the sale
of such
securities. The interest of no such person having such an interest
relates
to more than five percent of the class.
ITEM 7: Identification and Classification of the Subsidiary
which Acquired
the Security being Reported on by the Parent Holding Company: See
Exhibit
attached
ITEM 8: Identification and Classification of Members of the
Group: Not
Applicable
ITEM 9: Notice of Dissolution of Group: Not applicable
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 purposes 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.
INVISTA CAPITAL MANAGEMENT, INC.
By /s/ Lisa M. Smith
Lisa M. Smith, Financial & Compliance Officer
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By: INVISTA CAPITAL MANAGEMENT, INC.
By /s/ Lisa M. Smith
Lisa M. Smith, Financial & Compliance Officer
Dated this 14th day of February, 1997.
the Principal Principal Mutual
Financial Group Life Insurance Company
MEMORANDUM
February 1, 1995
TO: Ralph Kosmicke, President
Invista Capital Management, Inc.
FROM: Ron Keller, Executive Vice President
Principal Mutual Life Insurance Company
RE: Schedule 13G Filings
This is to confirm that Principal Mutual Life Insurance Company
has authorized Invista Capital Management, Inc. to file Schedule
13Gs with the Securities and Exchange Commission on behalf of
Principal Mutual Life Insurance Company. In addition, Principal
Mutual hereby authorizes Invista to sign to Schedule 13Gs that
Invista files with the Securities and Exchange Commission on
behalf of Principal Mutual. Principal Mutual hereby authorizes
Invista to use any of its executive officers as well as Lisa M.
Smith, Invista's current compliance officer, to act as Invista's
authorized representative in signing Schedule 13Gs that Invista
files with the Securities and Exchange Commission on behalf of
Principal Mutual.
This authorization shall remain in effect until further notice.
Principal Mutual understands and agrees that this authorization
will be filed as an exhibit, where necessary, to any Schedule
13Gs Invista files on behalf of Principal Mutual.
/s/ Ron Keller
Ron Keller
Executive Vice President
Mailing Address: Des Moines, Iowa 50392-0001
(515)247-5111/FAX (515) 247-5930
INVISTA
Capital Management, Inc.
Ralph Kosmicke President
MEMORANDUM
January 26, 1995
TO: Lisa M. Smith, Manager - Administrative Systems
Invista Capital Management, Inc.
FROM: Ralph Kosmicke, President
Invista Capital Management, Inc.
RE: Schedule 13G Filings
This is to confirm that Invista Capital Management, Inc.
authorizes you, Lisa M. Smith, to act as its representative in
signing Schedule 13Gs that are filed with the Securities and
Exchange Commission on behalf of Invista.
This authorization shall remain in effect until further notice.
I understand and agree that this authorization will be filed as
an exhibit, where necessary, to any Schedule 13G Invista files
with the Securities and Exchange Commission.
/s/ Ralph Kosmicke
Ralph Kosmicke
President
1500 Hub Tower/699 Walnut/Des Moines, Iowa 50309/(515)247-6582
Looking ahead of the marketSM
EXHIBIT 99.1
Invista Capital Management, Inc.
Item 3 Classification:
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
Princor Management Corporation
Item 3 Classification:
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
<PAGE>
