<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
Commission File Number: 33-8686
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1536040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5700 Corporate Drive
Suite 300
P.O. Box 101769
Pittsburgh, Pennsylvania 15237
(Address of principal executive offices) (Zip Code)
(412) 366-9000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
As of July 31, 1995, 6,080 shares of the registrant's Common Stock, no par
value, were issued and outstanding.
This is the first page of 14 consecutively numbered pages.
1
<PAGE> 2
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
- ------- --------------------- ----
<S> <C> <C>
Item 1. FINANCIAL STATEMENTS.
CONSOLIDATED BALANCE SHEETS
As of June 30, 1995 and December 31, 1994 3
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended June 30, 1995 and 1994 4-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIENCY)
For the six months ended June 30, 1995 and 1994 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1995 and 1994 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8-10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 11-12
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS. 13
Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS. 13
Item 6. EXHIBITS AND REPORTS ON FORM 8-K. 13
SIGNATURES 14
</TABLE>
2
<PAGE> 3
PART I.
Item 1. FINANCIAL STATEMENTS.
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
---- ----
Assets (unaudited)
<S> <C> <C>
Cash and cash equivalents $ 9,783,936 $ 8,051,632
Debt securities available for sale, at fair value (amortized cost
$1,004,657 at December 31, 1994) - 1,006,497
Receivables:
Premiums, less allowance for doubtful accounts of $13,290
and $69,422 at June 30, 1995 and December 31, 1994, respectively 262,538 170,940
Reinsurance - 52,338
Interest 25,621 -
Other current assets 168,943 -
Restricted investments 129,665 216,998
Deferred Federal income tax receivable 162,884 258,812
----------- -----------
Total assets $10,533,587 $ 9,757,217
=========== ===========
Liabilities and Stockholders' Equity (Deficiency)
Health care claims payable $ 4,352,785 $ 5,463,119
Unearned premiums 722,320 328,765
Accounts payable and accrued liabilities 1,375,444 719,194
Due to affiliate 299,726 9,388
Federal income tax payable 484,647 387,929
Note payable to related party 162,017 412,017
Redeemable preferred stock 2,955,000 2,955,000
----------- -----------
Total Liabilities 10,351,939 10,275,412
Stockholders' equity (deficiency):
Common stock, no par value, $0.10 stated value, 100,000 shares
authorized, 6,080 and 6,081 shares issued and outstanding at
June 30, 1995 and December 31, 1994, respectively 609 609
Additional paid-in capital 2,974,903 2,976,403
Net unrealized capital gains - 1,196
Accumulated deficiency (2,793,864) (3,496,403)
----------- -----------
Total stockholders' equity (deficiency) 181,648 (518,195)
Commitments and contingencies - -
----------- -----------
Total liabilities and stockholders' equity (deficiency) $10,533,587 $ 9,757,217
=========== ===========
Stockholders' equity (deficiency) per common share $ 29.88 $ (85.22)
=========== ===========
</TABLE>
See notes to the consolidated financial statements.
3
<PAGE> 4
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the three months ended June 30, 1995 1994
---- ----
(unaudited) (unaudited)
<S> <C> <C>
Revenue:
Health care premiums $6,838,074 $8,910,657
Interest 144,184 83,670
---------- ----------
Total revenue 6,982,258 8,994,327
---------- ----------
Expenses:
Health care:
Health care claims 5,493,749 7,001,396
Reinsurance premiums, less recoveries of $63 and $9,803
for 1995 and 1994, respectively (67,127) 128,276
---------- ----------
Total health care expenses 5,426,622 7,129,672
Management fees 909,011 1,347,678
Marketing, general and administrative 97,974 180,028
---------- ----------
Total expenses 6,433,607 8,657,378
---------- ----------
Income before federal income taxes 548,651 336,949
Federal income taxes 192,027 117,931
---------- ----------
Net income $ 356,624 $ 219,018
---------- ----------
Net income per weighted average common share $ 58.65 $ 36.00
---------- ----------
Weighted average number of common shares outstanding 6,081 6,084
---------- ----------
</TABLE>
See notes to the consolidated financial statements.
4
<PAGE> 5
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the six months ended June 30, 1995 1994
---- ----
(unaudited) (unaudited)
<S> <C> <C>
Revenue:
Health care premiums $14,305,396 $17,899,422
Interest 288,165 149,181
----------- -----------
Total revenue 14,593,561 18,048,603
----------- -----------
Expenses:
Health care:
Health care claims 11,322,505 14,093,719
Reinsurance premiums, less recoveries of $63 and $47,673
for 1995 and 1994, respectively 29,086 255,271
----------- -----------
Total health care expenses 11,351,591 14,348,990
Management fees 1,895,471 2,702,024
Marketing, general and administrative 265,671 343,463
Depreciation and amortization 493
----------- -----------
Total expenses 13,512,733 17,394,970
----------- -----------
Income before federal income taxes 1,080,828 653,633
Federal income taxes 378,289 228,771
----------- -----------
Net income $ 702,539 $ 424,862
----------- -----------
Net income per weighted average common share $ 115.53 $ 69.83
----------- -----------
Weighted average number of common shares outstanding 6,081 6,084
----------- -----------
</TABLE>
See notes to the consolidated financial statements.
5
<PAGE> 6
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficiency)
(Unaudited)
<TABLE>
<CAPTION>
Net Total
Common Stock Unrealized Stockholders'
------------ Additional Capital Accumulated Equity
Shares Amount Paid-in Capital Gains/(Losses) Deficiency (Deficiency)
------ ------ --------------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 6,084 $609 $2,981,959 $ 2,196 $(4,833,940) $(1,849,176)
Net income - - - - 424,862 424,862
Net unrealized capital losses - - - (3,496) - (3,496)
----- ---- ---------- ------- ----------- -----------
Balance at June 30, 1994 6,084 $609 $2,981,959 $(1,300) $(4,409,078) $(1,427,810)
===== ==== ========== ======= =========== ===========
Balance at December 31, 1994 6,081 $609 $2,976,403 $ 1,196 $(3,496,403) $ (518,195)
Stock Redemptions (1) - (1,500) - - (1,500)
Net income - - - - 702,539 702,539
Net unrealized capital losses - - - (1,196) - (1,196)
----- ---- ---------- ------- ----------- -----------
Balance at June 30, 1995 6,080 $609 $2,974,903 $ - $(2,793,864) $ 181,648
===== ==== ========== ======= =========== ===========
</TABLE>
See notes to the consolidated financial statements.
6
<PAGE> 7
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the six months ended June 30, 1995 1994
---- ----
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 702,539 $ 424,862
Adjustments to reconcile net income to net cash (used for) provided by
operating activities:
Depreciation and amortization - 493
Provision for bad debts 6,813 22,452
Changes in operating assets and liabilities:
(Increase) decrease in premiums receivable (108,411) 144,207
Decrease in reinsurance receivable 52,338 49,511
(Increase) decrease in interest receivables (25,621) 19,956
Decrease in due from affiliates - 230,091
(Increase) decrease in other current assets (168,943) 10,289
Decrease in deferred Federal income tax receivable 95,928 20,006
(Decrease) increase in health care claims payable (1,110,334) 437,871
Increase (decrease) in unearned premiums 393,555 (431,886)
Increase in accounts payable and accrued liabilities 636,250 37,357
Increase in due to affiliates 290,338 -
Increase (decrease) in Federal income tax payable 96,718 (29,235)
---------- ----------
Net cash provided by operating activities 891,170 935,974
---------- ----------
Cash flows from investing activities:
Sale of debt securities available for sale, net 1,005,301 1,018,790
Sale (purchase) of restricted investments 87,333 (3,501)
---------- ----------
Net cash provided by investing activities 1,092,634 1,015,289
---------- ----------
Cash flows from financing activities:
Payment of note payable to related party (250,000) -
Redemptions of common stock (1,500) -
---------- ----------
Net cash used for financing activities (251,500) -
---------- ----------
Net increase in cash and cash equivalents 1,732,304 1,951,263
Cash and cash equivalents at beginning of period 8,051,632 261,055
---------- ----------
Cash and cash equivalents at end of period $9,783,936 $2,212,318
========== ==========
Supplemental disclosures of cash flow information:
Income taxes paid $ 185,000 $ 238,000
========== ==========
</TABLE>
See notes to the consolidated financial statements.
7
<PAGE> 8
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1- Organization
PARTNERS Health Plan of Pennsylvania, Inc. (the "Company") and its
subsidiaries, Aetna Health Plans of Western Pennsylvania, Inc. (the "Plan")
and Physicians Health Plan Preferred, Inc. (the "PPO") are for-profit
Pennsylvania corporations. The Plan is a federally qualified health
maintenance organization ("HMO") licensed to conduct business in the state of
Pennsylvania. The Plan provides a specified range of comprehensive medical
services to an enrolled population through contracted providers. Most of the
Plan's member groups are located in western Pennsylvania, including the
metropolitan area of Pittsburgh, Pennsylvania. The PPO had no operations for
the periods ending June 30, 1995 and 1994.
As of June 30, 1995, the Company is owned 81% by AHP Holdings, Inc. ("AHP
Holdings"), and 19% by participating physicians. AHP Holdings is wholly-owned
by Aetna Life Insurance Company ("ALIC"), which is wholly-owned by Aetna Life
and Casualty Company ("Aetna").
Note 2 - Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and are unaudited.
These interim statements necessarily rely heavily on estimates, including
assumptions as to annualized tax rates. In the opinion of management, all
adjustments necessary for a fair statement of results for the interim periods
have been made. All such adjustments are of a normal, recurring nature.
Note 3 - Related Party Transactions
The Plan has a management agreement with Aetna Health Management ("AHM"), which
provides substantially all management, marketing, financial, and administrative
services to the Plan. Fees for these services are based upon a percentage of
net premiums (as defined in the agreement) and interest revenue. Fees under
this agreement were $909,011 and $1,895,471 for the three and six months ended
June 30, 1995, respectively, and $1,347,678 and $2,702,024 for the three and
six months ended June 30, 1994, respectively. Included in total liabilities at
June 30, 1995 and December 31, 1994 were $299,726 and $9,388, respectively,
which were related to the unpaid portion of management fees.
8
<PAGE> 9
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In February, 1992, the Plan amended its Articles of Incorporation to authorize
10,000 shares of redeemable preferred stock with no par value. Under the terms
of the redeemable preferred stock, 33% of the available earnings of the Plan at
the end of each calendar year must (subject to regulatory approval) be used (1)
to pay up to $250,000 per year of the accrued interest under the note payable
to AHP Holdings (see description following) and (2) after all such accrued
interest has been paid, to redeem shares of the redeemable preferred stock at
$1,000 per share.
"Available earnings" are defined for this purpose as excess earnings of the
Plan for the year after subtraction of that amount necessary to continue to
meet statutory net equity requirements and before declaration of common stock
dividends. Based on available earnings for 1994 and 1993 as defined, an
interest payment of $250,000 was made to AHP Holdings in both second quarter
1995 and fourth quarter 1994. At any time on or after March 1, 2002, the
holders of the redeemable preferred stock may convert their shares for shares
of common stock of the Plan having an aggregate value of $1,000 per share,
calculated on the basis of the net equity of the Plan as of the conversion
date. Shares redeemed, converted or otherwise acquired by the Plan shall not
be reissued, and all such shares shall be canceled.
Effective June, 1992, the Plan entered into a Stock Subscription Agreement (the
"Agreement") with AHP Holdings pursuant to which AHP Holdings acquired 2,955
shares of the redeemable preferred stock in exchange for the entire principal
amount of the note payable due to AHP Holdings. Each share was exchanged for
the forgiveness of $1,000 of the note payable principal balance. This
transaction had been accounted for as a non-cash transaction for purposes of
the Consolidated Statements of Cash Flows. In addition, the Agreement suspends
accrual of interest on the note payable from and after December 31, 1991.
Therefore, no interest was accrued in 1995 or 1994. Note payable to related
party of $162,017 at June 30, 1995 and $412,017 at December 31, 1994 represents
accrued interest on the note payable.
The Plan has a reinsurance agreement with ALIC. Premiums paid under this
agreement were $29,149 for the six months ended June 30, 1995, and $138,079 and
$302,944 for the three and six months ended June 30, 1994, respectively.
Reinsurance receivables due from ALIC were $52,338 at December 31, 1994.
Effective January 1, 1995, the reinsurance agreement was revised such that the
reinsurer is liable for 100% of the Plan's incurred claims during the contract
year which are in excess of 96% of the Plan's earned premiums. For the period
from February 1, 1994 through December 31, 1994, the reinsurer was liable for
70% of all claims over $100,000 with no daily maximum benefit. For the month
ended January 31, 1994, the reinsurer was liable for 90% of all claims over
$75,000 with no daily maximum benefit. As a result of the above-indicated
revision to the reinsurance agreement, reinsurance premiums paid during the
first six months of 1995, under the previous arrangement, will be refunded to
the Plan. Accordingly, during the quarter ended June 30, 1995, a receivable of
approximately $163,000 was established and is reflected in other current
assets.
The Plan's benefit package is offered to Aetna for its employees. Premiums for
health care services received by the Plan from Aetna were approximately
$224,000 and $450,000 for the three and six months ended June 30, 1995,
respectively, and $200,000 and $416,000 for the three and six months ended June
30, 1994, respectively.
9
<PAGE> 10
PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Certain contracted health care providers are also owners of the Plan. Health
care expenses include approximately $792,000 and $1,506,000 for the three and
six months ended June 30, 1995, respectively, and $945,000 and $2,100,000 for
the three and six months ended June 30, 1994, respectively, for these
providers.
Note 4 - Income Taxes
The Company is included in the consolidated Federal income tax return of Aetna.
Pursuant to a tax sharing agreement between the Company and Aetna, the Company
incurs expenses or receives benefits relating to the use of its taxable income
or losses in the consolidated tax return. This agreement also allows for the
recognition of deferred taxes based upon the tax position of the consolidated
group.
The current Federal income tax payable to Aetna of $484,647 and $387,929 at
June 30, 1995 and December 31, 1994, respectively, represent amounts owed to
Aetna for Federal income tax expenses in excess of amounts already paid.
Note 5 - Net Income Per Common Share
Net income per common share is computed using net income divided by the
weighted average number of common shares outstanding. The Company does not
currently have common stock equivalents or convertible preferred stock which
would otherwise be included in the calculation of fully diluted earnings per
share. There is not a significant difference between primary and fully diluted
earnings per share.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Results of Operations. The Company's net income for the three and six months
ended June 30, 1995 was $356,624 ($58.65 per share) and $702,539 ($115.53 per
share), respectively, compared to net income for the three and six months ended
June 30, 1994 of $219,018 ($36.00 per share) and $424,862 ($69.83) per share,
respectively. The increase in net income for three and six months ended June
30, 1995 was primarily due to decreases in management fees, reinsurance rates,
marketing, general and administrative expenses, an increase in interest
income, and favorable medical experience. These favorable factors were offset
by a decrease in premium revenue.
Operating income (health care premiums less health care expenses) decreased 21%
to $1,411,452 and 17% to $2,953,805 for the three and six months ended June 30,
1995, respectively, as compared to $1,780,985 and $3,550,432 for the three and
six months ended June 30, 1994. The decrease in operating income reflects a
decrease in premium revenues due to a reduction in membership from June 30,
1994 to June 30, 1995, and a decrease in Medicaid capitated revenue
reimbursement rates. This revenue decrease was offset in part by the decrease
in the medical cost ratio (total cost of health care expenses divided by total
health care premiums), which was 79% for the three and six months ended June
30, 1995, respectively, compared to 80% for the three and six months ended June
30, 1994. The decrease in the medical cost ratio from June 30, 1994 to June
30, 1995, reflects a decrease in medical expenses due to improved medical
expense trends, including benefits realized from the adjustment of medical
reserves reflecting emerging favorable medical experience from prior years.
Revenue decreased by 22% to $6,982,258 ($132.61 per member per month) and 19%
to $14,593,561 ($136.56 per member per month) for the three and six months
ended June 30, 1995, respectively, compared to $8,994,327 ($142.11 per member
per month) and $18,048,603 ($140.39 per member per month) for the three and six
months ended June 30, 1994, respectively. The revenue decrease in 1995 was
attributable to a decrease in membership and a decrease in Medicaid capitated
revenue reimbursement rates reflecting a change in the Medicaid membership
demographics. Membership decreased 17% to 17,546 at June 30, 1995 compared to
21,069 at June 30, 1994. The decrease in membership levels was due to market
demand that continues to shift some members to Aetna's point of service (POS)
products (which are not offered by the HMO) and a loss of other members to
various competitors in the market. These factors more than offset the addition
of new groups and additional market penetration in existing groups.
Interest revenue was $144,184 ($2.74 per member per month) and $288,165 ($2.70
per member per month) for the three and six months ended June 30, 1995,
respectively, as compared to $83,670 ($1.32 per member per month) and $149,181
($1.16 per member per month) for the three and six months ended June 30, 1994.
The increase in interest revenue from 1994 to 1995 reflects an increase in
interest- yielding assets due to the Plan's continued profitable position.
Health care expenses decreased 24% to $5,426,622 ($103.06 per member per month)
and 21% to $11,351,591 ($106.22 per member per month) for the three and six
months ended June 30, 1995, respectively, compared to $7,129,672 ($112.65 per
member per month) and $14,348,990 ($111.61 per member per month) for the three
and six months ended June 30, 1994, respectively. The decrease in health care
expenses in 1995 was primarily attributable to the decrease in membership levels
and favorable medical experience.
11
<PAGE> 12
Management fees for the three and six months ended June 30, 1995, decreased
$438,667 or 33% and $806,553 or 30%, respectively, when compared to the same
periods a year ago. The decrease was due to the reduction in the Plan's premium
revenue and decrease in the management fee percentage paid by the Company which
was reduced effective October 1, 1994. Under the management contract with AHM,
fees for management services are based on a percentage of premium revenue and
interest revenue. Fees under this agreement were $909,011 and $1,895,471 for
the three and six months ended June 30, 1995, respectively, and $1,347,678 and
$2,702,024 for the three and six months ended June 30, 1994, respectively.
Marketing, general and administrative expenses for the three and six months
ended June 30, 1995 decreased $82,054 or 46% and $77,792 or 23% when compared
to the same periods a year ago. The primary factor contributing to the decrease
reflects a reduction in broker commissions which are calculated as a percentage
of revenue and the elimination of Pennsylvania business privilege taxes.
The outlook for the Company is heavily dependent upon its ability to
effectively manage health care costs for customers. The Company attempts to
achieve this through a combination of negotiated contracts with health care
providers, development and implementation of guidelines for appropriate
utilization of health care resources and by working with health care providers
to review treatment patterns in order to improve consistency and quality.
Legislative proposals to change the health insurance system have been prominent
at both the state and national levels. Aetna has actively supported proposals
designed to enhance managed care and to expand access to health care coverage
through private sector competition. State legislative action is expected to
intensify in 1995. Although anti-managed care legislation is expected to be
proposed broadly in the states, to date such legislation has been enacted in
only a few states and, where enacted, has been limited in its scope.
Management is not able to predict the outcome of the various state and federal
initiatives, or the effect any such legislation, if adopted, would have on the
Company.
Liquidity and Capital Resources. Cash and cash equivalents at June 30, 1995
and December 31, 1994 were 9,783,936 and $8,051,632, respectively. Operations
were funded with cash generated primarily from premium revenues and interest
earnings on cash, cash equivalents and short-term investments. The Company
does not anticipate making any material capital expenditures in the foreseeable
future. The Company believes that its existing capital resources, together
with funds generated from operations, will be sufficient to meet its normal
working capital requirements and capital commitments for the foreseeable
future.
The Plan is required to maintain a minimum amount of net equity as defined by
regulation and statute. A Pennsylvania regulation, effective January 1, 1993,
requires an operational HMO to have as minimum net equity the greater of
$1,000,000 or three months uncovered health care expenditures for Pennsylvania
enrollees as reported on the most recent financial statement filed with the
Commonwealth of Pennsylvania. An existing HMO has four years to meet the net
equity requirements in increments of $250,000 by January 1st of each year. As
of June 30, 1995, the minimum net equity requirement as defined was $750,000.
The Plan's net equity, including redeemable preferred stock, as defined by
regulation and statute was $2,969,348 at June 30, 1995.
12
<PAGE> 13
PART II.
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings pending against the Company, the PPO, or the HMO
which, if successful, would materially adversely affect the operations or
financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Meeting of Shareholders of the Company was held on
Wednesday, May 17, 1995.
(b) Directors elected at the meeting:
<TABLE>
<CAPTION>
Votes Votes Broker
For Withheld Non-Votes
--- -------- ---------
<S> <C> <C> <C>
Daniel H. Brooks, M.D. 5210 13 0
Anthony J. Buividas 5210 13 0
Steven W. Jones 5211 12 0
Alan R. Marthinsen 5211 12 0
John P. McCrory 5211 12 0
</TABLE>
(c) Other matters voted upon:
<TABLE>
<CAPTION>
Votes Votes Broker
For Against Abstain Non-Votes
--- ------- ------- ---------
<S> <C> <C> <C> <C>
(1) Appointment of
Independent Auditors 5215 3 5 0
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
(27) Financial Data Schedule.
b. Reports on Form 8-K
None.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PARTNERS HEALTH PLAN OF
PENNSYLVANIA, INC.
Date: August 11, 1995 /s/ Steven W. Jones
------------------------------------
Steven W. Jones, President
(Principal Executive Officer)
Date: August 11, 1995 /s/ Joseph F. Brislin
------------------------------------
Joseph F. Brislin
Assistant Vice President of Aetna
Life Insurance Company
(acting in the capacity of Principal
Accounting Officer and Principal
Financial Officer of the Company)
14
<PAGE> 15
EXHIBIT INDEX
-------------
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FORM 10Q FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1995 FOR PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 0
<CASH> 9,783,936
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 10,533,587
<POLICY-LOSSES> 4,352,785
<UNEARNED-PREMIUMS> 722,320
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 162,017
<COMMON> 609
0
2,955,000<F1>
<OTHER-SE> 181,039
<TOTAL-LIABILITY-AND-EQUITY> 10,533,587
14,305,396
<INVESTMENT-INCOME> 288,165
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 11,322,505
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 1,080,828
<INCOME-TAX> 378,289
<INCOME-CONTINUING> 702,539
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 702,539
<EPS-PRIMARY> 115.53
<EPS-DILUTED> 0<F2>
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
<FN>
<F1>REPRESENTS A LIABILITY ON THE COMPANY'S BALANCE SHEET.
<F2>THERE IS NOT A SIGNIFICANT DIFFERENCE BETWEEN PRIMARY AND
FULLY DILUTED EARNINGS PER SHARE.
</FN>
</TABLE>
