UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
FHP International Corporation
______________________________
(Name of Issuer)
Common Stock
_______________________________________________
(Title of Class of Securities)
302426 10 1
(CUSIP Number)
Jack R. Anderson, 14755 Preston Road, Suite 515, Dallas, TX 75240
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 21, 1994
_____________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*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
the prior cover page.
<PAGE>
CUSIP No. 302426 10 1 13D Page 2 of 7 pages
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 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>
CUSIP No. 302426 10 1 13D Page 3 of 7 pages
1. NAME OF PERSON
Jack R. Anderson
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e). [ ]
N/A
6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
7. SOLE VOTING POWER
423,356 shares of Common Stock and an
estimated 1,137,463 shares of Common
Stock issuable upon conversion of
Series A Cumulative Convertible
Preferred Stock
NUMBER OF SHARES 8. SHARED VOTING POWER
BENEFICIALLY OWNED BY 137,202 shares of Common Stock and
EACH REPORTING PERSON an estimated 368,823 shares of
WITH Common Stock issuable upon conversion
of Series A Cumulative Convertible
Preferred Stock owned by Mr.
Anderson's wife; 90,000 shares of
Common Stock and an estimated 361,290
shares of Common Stock issuable upon
conversion of Series A Cumulative
Convertible Preferred Stock owned
by a charitable foundation of which
Mr. Anderson is a member of the
board of directors. Mr. Anderson
disclaims beneficial ownership
of all shares owned by his wife and
the charitable foundation.
9. SOLE DISPOSITIVE POWER
423,356 shares of Common Stock and an
estimated 1,137,463 shares of Common
Stock issuable upon conversion of
Series A Cumulative Convertible
Preferred Stock
<PAGE>
CUSIP No. 302426 10 1 13D Page 4 of 7 pages
10. SHARED DISPOSITIVE POWER
137,202 shares of Common Stock and
an estimated 368,823 shares of
Common Stock issuable upon conversion
of Series A Cumulative Convertible
Preferred Stock owned by Mr.
Anderson's wife; 90,000 shares of
Common Stock and an estimated 361,290
shares of Common Stock issuable upon
conversion of Series A Cumulative
Convertible Preferred Stock owned
by a charitable foundation of which
Mr. Anderson is a member of the
board of directors. Mr. Anderson
disclaims beneficial ownership
of all shares owned by his wife and
the charitable foundation.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,558 shares of Common Stock and an estimated 1,867,576
shares of Common Stock issuable upon conversion of Series A
Cumulative Convertible Preferred Stock. Mr. Anderson
disclaims beneficial ownership of 227,202 and 730,113 of such
shares, respectively, as set forth in rows 8 and 10.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
Excludes 271,200 shares of Common Stock and 729,032 shares
of Common Stock issuable upon conversion of Series A
Cumulative Convertible Preferred Stock held by two trusts
of which relatives of Mr. Anderson are beneficiaries.
Mr. Anderson disclaims beneficial ownership of such shares.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.22% based on issuer's Form 10-K for the fiscal year
ended June 30, 1994
14. TYPE OF REPORTING PERSON*
Individual
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 302426 10 1 13D Page 5 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
Title of class of equity securities: Common Stock
Name and address of the principal executive offices of the
issuer:
FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92708
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Jack R. Anderson
(b) Business address: 14755 Preston Road, Suite 515,
Dallas, Texas 75240
(c) Present principal occupation: President,
Calver Corporation
(d) Criminal convictions in the last five years: None
(e) Civil securities violations in the last five
years: None
(f) Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Shares of Common Stock of TakeCare, Inc. See Item 5.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Anderson acquired the shares of Common Stock and
Series A Cumulative Convertible Preferred Stock as an
investment and may from time to time acquire or dispose of
additional shares through open market and privately negotiated
transactions depending on existing market and economic
conditions. Mr. Anderson intends to review his investment in
the issuer on a continuing basis and, depending on the price
and availability of shares, subsequent developments affecting
the issuer, the issuer's business and prospects, other
investment and business opportunities available to Mr.
Anderson, and other factors considered relevant, may decide to
increase or decrease the size of his investment in the issuer.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
The aggregate number and percentage of the class of
securities beneficially owned by Mr. Anderson is
indicated in rows 7-10 of this Schedule. Mr. Anderson
acquired such securities in exchange for shares of common
stock of TakeCare, Inc. as a result of the June 17, 1994
merger of TakeCare with and into a subsidiary of the issuer
in which the holders of TakeCare common stock
received .48 shares of Common Stock and 1.6
shares of Series A Cumulative Convertible Preferred Stock of <PAGE>
CUSIP No. 302426 10 1 13D Page 6 of 7 pa
the issuer in exchange for each share of TakeCare common
stock held by them at the Effective Time of the merger. The
Series A Cumulative Convertible Preferred Stock is
convertible into Common Stock beginning December 20, 1994.
Accordingly, pursuant to Rule 13d-3(d)(1)(i) under the
Securities Exchange Act of 1934, Mr. Anderson may be deemed
the beneficial owner of Common Stock issuable upon such
conversion of the Series A Cumulative Convertible Preferred
Stock of which he may be deemed the beneficial owner.
ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the merger described in Item 5, Mr.
Anderson and his wife entered into an agreement with the
issuer pursuant to which they agreed that neither they nor
their affiliates or family members would become a participant
in a solicitation in opposition to the recommendation of the
Board of Directors of the issuer with respect to any matter
subjected to a vote or written consent of its stockholders.
They also agreed that they would not join any group or
otherwise act in concert with any other person for the purpose
of affecting control of the issuer, or acquiring, holding,
voting or disposing of voting securities of the issuer and
that neither they nor such affiliates would publicly propose
any merger, share repurchase, asset sale, reverse stock split
or other extraordinary transaction with, or a change in
control of, the issuer or any of its subsidiaries, unless such
proposed transaction has been approved by the Board of
Directors of the issuer. The agreement terminates at the
earliest of (i) the date on which Mr. Anderson and his wife
collectively no longer own, beneficially or of record, voting
securities of the issuer entitling the holder to cast three
percent or more of the votes eligible to be cast in the
election of directors of the issuer, (ii) March 3, 1999, or
(iii) the first anniversary of the date on which all of the
Series A Cumulative Convertible Preferred Stock of the issuer
held, beneficially or of record, by Mr. Anderson and his wife,
is converted into Common Stock of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Letter agreement dated March 3, 1994 among Jack R.
Anderson, Rose-Marie Anderson, and FHP International
Corporation.
<PAGE>
CUSIP No. 302426 10 1 13D Page 7 of 7 pages
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.
By: /s/ JACK R. ANDERSON
____________________
JACK R. ANDERSON
DATE: October 31, 1994<PAGE>
March 3, 1994
FHP International Corporation
9900 Talbert Avenue
Fountain Valley, CA 92728
Gentlemen:
The undersigned, Stockholders ("Stockholders") of TakeCare,
Inc. ("TakeCare"), understand that FHP International Corporation
("FHP") is considering entering into an Agreement and Plan of
Merger with TakeCare, pursuant to which the Stockholders will
receive voting shares of FHP. In connection with such merger and
as an inducement for FHP to enter into the Agreement and Plan of
Merger, the Stockholders are delivering this letter to FHP.
The Stockholders hereby covenant and agree with FHP that
neither the Stockholders nor any of their respective affiliates or
family members shall become a participant in a solicitation in
opposition to the recommendation of the Board of Directors of FHP
with respect to any matter subjected to a vote or written consent
of the stockholders of FHP. In that connection, the Stockholders
agree with FHP that the Stockholders and such affiliates will not,
directly or indirectly, join any partnership, syndicate or other
group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended), or otherwise act in concert
with, any other person for the purpose of affecting control of FHP,
or acquiring, holding, voting or disposing of voting securities of
FHP. Stockholders further agree that neither they nor any such
affiliates shall publicly propose any merger, share repurchase,
asset sale, reverse stock split or other extraordinary transaction
with, or a change in control of, FHP or any of its subsidiaries,
unless such proposed transaction has been approved by the Board of
Directors of FHP.
The agreements set forth in this letter shall continue in full
force in effect until the earliest of (i) the termination of the
Agreement and Plan of Merger without consummation of the Merger
contemplated thereby, (ii) the date on which the Stockholders
collectively no longer own, beneficially or of record, voting
securities of FHP entitling the holder to cast 3% or more of the
votes eligible to be cast in the election of directors of FHP,
(iii) the fifth anniversary of the date of this letter or (iv) the
first anniversary of the date on which all of the Series A
Cumulative Convertible Preferred Stock of FHP held, beneficially or
of record, by the Stockholders is converted into common stock of
FHP.
It is further agreed that, notwithstanding any provision to
the contrary in the Shareholder Agreement dated as of January 6,
1994 between FHP and the Stockholders, said Shareholder Agreement
shall require the Stockholders to vote their shares of TakeCare
Common Stock against, and to appoint FHP their proxy to vote said
shares against, an Acquisition Proposal (as defined therein) only
so long as the Agreement and Plan of Merger shall not have been
terminated.
Very truly yours,
/s/
Jack R. Anderson
TakeCare Shares
Beneficially owned:
1,161,534
/s/
Rose-Marie Anderson
TakeCare Shares
Beneficially Owned:
285,838
Agreed and Accepted on:
May 5, 1994
FHP International Corporation
By: /s/ Westcott W. Price, III
Its: President and CEO
