SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1993.
OR
_ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ____________ to ______________.
Commission file number 0-14796
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Comprecare Tax Deferred Savings Plan
B. Name of issuer of the securities held pursuant to the
plans and the address of its principal executive office:
FHP International Corporation
9900 Talbert Avenue
Fountain Valley, California 92708
<PAGE>
REQUIRED INFORMATION
FHP International Corporation hereby files the financial
statements required by Form 11-K with respect to the Comprecare
Tax Deferred Savings Plan (the "Plan"). The financial statements
for the Plan and the report of independent auditors are attached
hereto as Exhibits and are incorporated in this Annual Report on
Form 11-K by reference.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustee has duly caused this annual
report to be signed on its behalf by the undersigned hereunto
duly authorized.
COMPRECARE TAX DEFERRED SAVINGS
PLAN
Comerica Bank - California,
as Trustee
Date: September 9, 1994 By: /s/ Marc Rebboah
Marc J. Rebboah
Senior Vice President
By: /s/ Margaret Newby
Margaret A. Newby
Senior Trust Officer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Sequentially
Numbered
Page
1 Financial Statements and
Schedules for the Comprecare Tax
Deferred Savings Plan for the two
years ended December 31, 1993 and
1992 (with Independent Auditors'
Report thereon).
2 Consent of Ernst & Young LLP.
Financial Statements and Schedules
COMPRECARE TAX DEFERRED
SAVINGS PLAN
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE>
Comprecare Tax Deferred Savings Plan
Financial Statements and Schedules
Years ended December 31, 1993 and 1992
CONTENTS
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Benefits. . . . . . . . . . . . . .2
Statements of Changes in Net Assets Available for Benefits. . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 4
Schedules
Assets Held for Investment . . . . . . . . . . . . . . . . . . . . .. . . 9
Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets . . . . . . . . . . . . . . 10
<PAGE>
Report of Independent Auditors
Plan Trustees
Comprecare Tax Deferred Savings Plan
Aurora, Colorado
We have audited the accompanying statements of net assets available for
benefits of the Comprecare Tax Deferred Savings Plan (the Plan) as of
December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, information regarding the Plan's net assets
available for benefits at December 31, 1993 and 1992, and the changes in
its net assets available for plan benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of
assets held for investment as of December 31, 1993, and transactions or
series of transactions in excess of 5% of the current value of plan assets
for the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, and are not a
required part of the financial statements. The supplemental schedules have
been subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the 1993 financial statements taken as a whole.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Denver, Colorado
September 8, 1994
<PAGE>
<TABLE>
<CAPTION>
Comprecare Tax Deferred Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31, 1993
FUND INFORMATION
--------------------------------------------------------------
- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Guaranteed 20th Fidelity
Income Century AIM AIM Fidelity Income &
Fund Growth Weingarten Constellation Growth Growth Total
--------------------------------------------------------------------------------
ASSETS
Investments:
At fair value -
Shares of registered investment
companies. . . . . . . . . . . . . .$ -- $345,293 $ 41,358 $ 87,935 $463,200 $432,598 $1,370,384
Insurance company separate accounts. . -- -- -- -- -- -- --
At contract value -
Guaranteed investment contracts. . . 625,765 -- -- -- -- -- 625,765
--------------------------------------------------------------------------------
Total investments. . . . . . . . . . . 627,765 345,293 41,358 87,935 463,200 432,598 1,996,149
Participants' contributions receivable. -- -- -- -- -- -- --
--------------------------------------------------------------------------------
Net assets available for benefits. . . $625,765 $345,293 $41,358 $ 87,935 $463,200 $432,598 $1,996,149
=================================================================================
DECEMBER 31, 1992
FUND INFORMATION
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Guaranteed 20th Fidelity
Income Century Fidelity Income &
Fund Growth Growth Growth Total
-----------------------------------------------------------
ASSETS
Investments:
At fair value -
Shares of registered investment
companies. . . . . . . . . . . . . .$ -- $ -- $ -- $ -- $ --
Insurance company separate accounts. . -- 269,175 259,507 285,810 814,492
At contract value -
Guaranteed investment contracts. . . 525,747 -- -- -- 525,747
-------------------------------------------------------------
Total investments. . . . . . . . . . . 525,747 269,175 259,507 285,810 1,340,239
Participants' contributions receivable. 12,528 7,325 5,790 7,059 32,702
-------------------------------------------------------------
Net assets available for benefits. . . $538,275 $276,500 $265,297 $292,869 $1,372,941
=============================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Comprecare Tax Deferred Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31, 1993
FUND INFORMATION
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Guaranteed 20th Fidelity
Income Century AIM AIM Fidelity Income &
Fund Growth Weingarten Constellation Growth Growth Total
---------------------------------------------------------------------------------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments . . . . .$ -- $(24,976) $ 1,214 $ 12,292 $ 60,170 $ 41,962 $ 90,662
Interest and dividends. . . . . . . . . 43,369 38,645 1,031 -- 16,318 23,937 123,300
---------------------------------------------------------------------------------
43,369 13,669 2,245 12,292 76,488 65,899 213,962
Contributions:
Participants. . . . . . . . . . . . . 86,922 65,577 27,176 46,499 83,048 84,654 393,876
Employer. . . . . . . . . . . . . . . 22,391 15,417 5,828 9,641 19,147 20,519 92,943
Rollover. . . . . . . . . . . . . . . 18,415 14,925 9,204 15,663 15,860 7,219 81,286
--------------------------------------------------------------------------------
127,728 95,919 42,208 71,803 118,055 112,392 568,105
--------------------------------------------------------------------------------
Total Additions. . . . . . . . . . . . 171,097 109,588 44,453 84,095 194,543 178,291 782,067
Deductions from net assets
attributed to:
Benefits paid to participants. . . . 83,773 12,866 2,319 2,800 18,129 38,971 158,858
--------------------------------------------------------------------------------
Total deductions. . . . . . . . . . . 83,773 12,866 2,319 2,800 18,129 38,971 158,858
--------------------------------------------------------------------------------
Net increase prior to interfund
transfers. . . . . . . . . . . . . . 87,324 96,722 42,134 81,295 176,414 139,320 623,209
Interfund transfers (net). . . . . . . 166 (27,929) (776) 6,640 21,489 409 (1)
--------------------------------------------------------------------------------
Net increase. . . . . . . . . . . . 87,490 68,793 41,358 87,935 197,903 139,729 623,208
Net assets available for benefits:
Beginning of year. . . . . . . . . . 538,275 276,500 -- -- 265,297 292,869 1,372,941
-------------------------------------------------------------------------------
End of year. . . . . . . . . . . . . $625,765 $345,293 $41,358 $ 87,935 $463,200 $432,598 $1,996,149
=================================================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE> Comprecare Tax Deferred Savings Plan
Statements of Changes in Net Assets Available for Benefits
<CAPTION>
YEAR ENDED DECEMBER 31, 1992
FUND INFORMATION
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Guaranteed 20th Fidelity
Income Century Fidelity Income &
Fund Growth Growth Growth Total
-------------------------------------------------------------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments . . . . .$ -- $(2,045) $ 22,701 $ 15,826 $ 36,482
Interest and dividends. . . . . . . . . 29,201 -- -- -- 29,201
--------------------------------------------------------------
29,201 (2,045) 22,701 15,826 65,683
Contributions:
Participants. . . . . . . . . . . . . 229,998 129,409 104,771 116,686 580,864
Employer. . . . . . . . . . . . . . . -- -- -- -- --
Rollover. . . . . . . . . . . . . . . 246,389 132,333 127,303 134,604 640,629
-------------------------------------------------------------
476,387 261,742 232,074 251,290 1,221,493
--------------------------------------------------------------
Total Additions. . . . . . . . . . . . 505,588 259,697 254,775 267,116 1,287,176
Deductions from net assets
attributed to:
Benefits paid to participants. . . . 40,711 8,675 3,856 7,169 60,411
--------------------------------------------------------------
Total deductions. . . . . . . . . . . 40,711 8,675 3,856 7,169 60,411
--------------------------------------------------------------
Net increase prior to interfund
transfers. . . . . . . . . . . . . . 464,877 251,022 250,919 259,947 1,226,765
Interfund transfers (net). . . . . . . 10,852 817 (11,299) (370) --
---------------------------------------------------------------
Net increase. . . . . . . . . . . . 475,729 251,839 239,620 259,577 1,226,765
Net assets available for benefits:
Beginning of year. . . . . . . . . . 62,546 24,661 25,677 33,292 146,176
---------------------------------------------------------------
End of year. . . . . . . . . . . . . $538,275 $276,500 $265,297 $292,869 $1,372,941
================================================================
See accompanying notes.
</TABLE>
<PAGE>
Comprecare Tax Deferred Savings Plan
Notes to Financial Statements
December 31, 1993
1. DESCRIPTION OF THE PLAN
The following description of the Comprecare Tax Deferred Savings Plan (the
Plan) provides only general information. Participants should refer
to the "Summary Plan Description" for a more complete description of
the Plan's provisions.
GENERAL
Comprecare Management Services, Inc. (the Company) established the
Plan effective September 1, 1991 to provide benefits to those
of its employees and the employees of its affiliates who are
expected to work at least 1000 hours during the plan year. It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
The Company serves as the Plan Administrator. The Plan
Administrator and Trustee are responsible for the general
administration and interpretation of the Plan and the Trust.
Administrative and custodial service fees were paid by the
Company during 1993 and 1992.
CONTRIBUTIONS
Participants may make contributions to the Plan through
salary reductions to a maximum of 20% of their total
compensation in any one plan year, subject to a limitation
of 10% of their base pay portion. Company contributions, if
any, are determined at the discretion of the Board of
Directors annually.
VESTING
Participants are fully vested in their contributions and
earnings thereon. A participant who has completed 3 years of
service as of December 31, 1992 shall always be 100% vested
in Company contributions. Participants with less than 3
years of service as of December 31, 1992 shall be 100% vested
in the portion of Company contributions accrued to his or
her account through such date and shall vest at a rate of
20% per year after 3 years of service for the portion of
Company contributions accrued on or after January 1, 1993.
Employees who become eligible to participate on or after
January 1, 1993 shall vest in employer contributions at a
rate of 20% per year after 3 years of service.
Although it has not expressed any intent to do so, the
Company has the right at any time to terminate the Plan
subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested
in their accounts.
<PAGE>
Comprecare Tax Deferred Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS
See Note 3.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either
a lump-sum amount or, if an employee's account is greater than
$3,500 and they terminate because of death, they may receive
the account in installments over a period not exceeding five
years. The payment of benefits commences after the valuation
date following the participant's termination.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan have been
prepared on a basis of accounting in accordance with
generally accepted accounting principles (GAAP). Such basis
of accounting differs from the modified cash basis of
accounting used by the Plan to present the financial statements
included in the Annual Return/Report of Employee Benefit
Plan (Form 5500).
A reconciliation of the accompanying financial statements
to the modified cash basis financial statements included in
the 1992 Form 5500 as filed and the 1993 Form 5500 to be
filed is as follows:
<TABLE>
1993 1992
<S> <C> <C> <C> <C>
NET ASSETS NET INCREASE NET ASSETS NET INCREASE
AVAILABLE IN ASSETS AVAILABLE IN ASSETS
FOR PLAN AVAILABLE FOR FOR PLAN AVAILABLE FOR
BENEFTS PLAN BENEFITS BENEFITS PLAN BENEFITS
----------- -------------- ----------- -------------
GAAP basis $1,996,149 $623,208 $1,372,941 $1,226,765
Deduct:
Participants' contributions
Receivable -- -- (32,702) (32,702)
Add:
Prior participants' contributions
receivable -- 32,702 -- 22,332
Prior employer's contribution
receivable -- -- -- 64,784
---------- -------- ---------- ----------
Modified cash basis $1,996,149 $655,910 $1,340,239 $1,281,179
========== ======== ========== ==========
</TABLE>
<PAGE>
Comprecare Tax Deferred Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUATION OF INVESTMENTS
The Plan's investments in guaranteed investment contracts are stated
at contract value, which represents contributions made under the
contract plus interest at the contracted rate. Investments
in shares of registered investment companies are stated at fair
value based on quoted market prices. Investments in units of
insurance company separate accounts are stated at fair value,
which represents the fair market value of the underlying collateral
less the amount due for management fees.
3. INVESTMENTS
During 1992 and part of 1993, the Plan's investments were held
under an agreement with an insurance company. Under the
agreement, participants could direct their investments into a
guaranteed investment contract or any one of three insurance
company separate accounts: Variable Accounts E, F, and I.
The underlying investments of Variable Accounts E, F, and
I each consisted of shares of a registered investment company.
In April 1993, the investments in the insurance company separate
accounts were liquidated and transferred to the new trustee,
a registered stock transfer and trust company. Under
the new trust arrangement, the liquidated funds were reinvested
directly into shares of the respective registered investment
companies. The new trust arrangement also made available
two new investment options. Investment options available to
Plan participants as of December 31, 1993 are summarized
below:
Guaranteed Income Fund - Funds are invested in a
guaranteed investment contract of the Hartford
Life Insurance Company. Hartford guarantees
both the principal and interest at a
contracted rate for the length of the contract.
Fidelity Growth Fund (formerly Variable Account
E) - Funds are invested in shares of
Fidelity Advisor Growth Opportunities Fund, a
registered investment company. The Fidelity
Advisor Growth Opportunities Fund seeks to
provide capital growth by investing in a
diversified portfolio consisting of 30-65%
growth stocks, with the remainder allocated
across a broad spectrum of investments.
Fidelity Income & Growth (formerly Variable
Account F) - Funds are invested in shares of
Fidelity Advisor Income & Growth Portfolio,
a registered investment company. The Fidelity
Advisor Income & Growth Portfolio seeks both
income and growth of capital by investing in
a diversified portfolio of both equity and
fixed-income securities.
<PAGE>
Comprecare Tax Deferred Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
20th Century Growth (formerly Variable Account I) -
Funds are invested in shares of the 20th Century
Growth Investors Fund, a registered investment
company. The 20th Century Growth Investors Fund
is an aggressive growth fund investing primarily
in the common stocks of better-capitalized,
growth-oriented companies.
AIM Weingarten - Funds are invested in shares of
the AIM Weingarten Fund, a registered investment
company. The AIM Weingarten Fund seeks to provide
growth of capital through investment in common
stocks of leading U.S. companies.
AIM Constellation - Funds are invested in shares
of the AIM Constellation Fund, a registered
investment company. The AIM Constellation Fund is an
aggressive growth fund investing primarily in the common
stocks of medium-sized and smaller emerging growth
companies.
The Plan's investments are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31
<S> <C> <C>
1993 1992
----------------------------
Guaranteed investment contracts at contract value:
Unum Life Insurance Company (dollar value units). . . . .$ 490,143* $ 525,747*
Hartford Life Insurance Company (dollar value units) . . . 135,622* --
-----------------------------
625,765 525,747
Registered investment companies at fair value:
Fidelity Advisor Growth Opportunities Fund
(18,439 shares) 463,200* --
Fidelity Advisor Income & Growth Portfolio
(27,964 shares) 432,598* --
20th Century Growth Investors Fund (15,415 shares) 345,293* --
AIM Weingarten Fund (2,412 shares) 41,358 --
AIM Constellation Fund (5,025 shares) 87,935 --
----------------------------
1,370,384 --
Insurance company separate accounts at fair value:
UNUM Life Variable Account E (14,310 units) -- 259,507*
UNUM Life Variable Account F (17,654 units) -- 285,810*
UNUM Life Variable Account I (13,696 units) -- 269,175*
--------------------------
-- 814,492
--------------------------
Total investments $19,996,149 $1,340,239
=========== ==========
* Represents investments equal to 5% or more of the Plan's net assets.
</TABLE>
<PAGE>
Comprecare Tax Deferred Savings Plan
Notes to Financial Statements (continued)
4. TAX STATUS
The Plan has not filed an application for determination with the Internal
Revenue Service. However, the Plan administrator and the Plan's trustee
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue
Code (the Code) in accordance with Section 401(a) and Section 404 of
the Code. Therefore, they believe that the Plan was qualified and
was tax-exempt under Section 501(a) of the Code as of December 31,
1993 and 1992.
5. MERGER AND SUBSEQUENT EVENTS
Effective September 1, 1993, Comprecare, Inc., the Company's parent,
merged with TakeCare, Inc. At that time, the Plan was frozen and
participant contributions made subsequent to September 1, 1993
were placed in the TakeCare Savings and Retirement Plan. On March 3,
1994, TakeCare, Inc. entered into an agreement and plan of merger
with FHP International Corporation (FHP) under which FHP agreed
to acquire all the outstanding common stock of TakeCare, Inc.
This merger became effective June 17, 1994. Subsequent to
this merger, the Plan was merged into the TakeCare Savings and
Retirement Plan. The merged plan may at some future point be
merged into the FHP 401(k) plan.
<PAGE>
Schedules
<PAGE>
<TABLE>
<CAPTION>
Comprecare Tax Deferred Savings Plan
Assets Held for Investment
December 31, 1993
<S> <C> <C> <C>
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, FAIR
LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
Guaranteed Investment Contracts:
UNUM Life Insurance Company 7.5% per annum $ 490,143 $ 490,143
Hartford Life Insurance Company 5.28% per annum 135,622 135,622
---------- ----------
625,765 625,765
Registered Investment Companies:
Fidelity Advisor Growth
Opportunities Fund 18,439 shares 428,165 463,200
Fidelity Advisor Income & Growth
Portfolio 27,964 shares 408,969 432,598
20th Century Growth Investors Fund 15,415 shares 360,399 345,293
AIM Weingarten Fund 2,412 shares 41,575 41,358
AIM Constellation Fund 5,025 shares 81,453 87,935
----------------------------
1,320,561 1,370,384
----------------------------
Total investments $1,946,326 $1,996,149
============================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Comprecare Tax Deferred Savings Plan
Transactions or Series of Transactions in Excess of 5%
of the Current Value of Plan Assets
Year ended December 31, 1993
<S> <C> <C> <C> <C> <C>
Current
Historical Value on Net
Identity of Purchase Selling Cost of Transaction Gain
Party Involved Price Price Asset Date (Loss)
- -----------------------------------------------------------------------------------------
Category (i) Individual Transactions in Excess of 5% of Plan Assets
UNUM Life Insurance Co.:
Guaranteed Investment Contract $808,471 $ -- $808,471 $808,471 $ --
Guaranteed Investment Contract -- 808,471 808,471 808,471 --
Variable Account E -- 287,670 271,061 287,670 16,609
Variable Account F -- 307,606 280,000 307,606 27,606
Variable Account I -- 226,765 246,298 226,765 (19,533)
20th Century Growth Investors Fund 226,765 -- 226,765 226,765 --
Fidelity Advisor Growth Opportunities
Fund 274,100 -- 274,100 274,100 --
Fidelity Advisor Income & Growth
Portfolio 307,606 -- 307,606 307,606 --
Cost of Proceeds Net
Identity of Party Involved Description of Transaction Purchase from Sale Gain(Loss)
- ------------------------------------------------------------------------------------------
Category (iii) Series of Transactions in Excess of 5% of Plan Assets
UNUM Life Insurance Co.:
Guaranteed Investment Contract Aggregate of 5 purchase
and 13 sales $855,585 $911,133 $ --
Variable Account E Aggregate of 5 sales -- 287,670 16,609
Variable Account F Aggregate of 6 sales -- 318,991 28,077
Variable Account I Aggregate of 4 sales -- 248,924 (20,176)
Hartford Life Insurance Co.:
Guaranteed Investment Contract Aggregate of 22 purchases 159,827 -- --
20th Century Growth Investors Fund Aggregate of 21 purchases 366,082 -- --
Fidelity Advisor Growth Aggregate of 24 purchases 439,294 -- --
Opportunities Fund
Fidelity Advisor Income & Growth Aggregate of 23 purchases 459,836 -- --
Portfolio
There were no category (ii) or (iv) reportable transactions during 1993.
</TABLE>
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8), dated April 7, 1994) pertaining to the Comprecare Tax Deferred
Savings Plan of TakeCare, Inc. of our report dated September 8, 1994, with
respect to the financial statements and schedules of the Comprecare Tax
Deferred Savings Plan included in this Annual Report (Form 11-K) for the
year ended December 31, 1993.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Denver, Colorado
September 8, 1994
<PAGE>
