==============================================================================
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 November 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For transition period from to
-------------- -------------
Commission file number 2-18244
-------------------
Helian Health Group, Inc. 401(k) Profit Sharing Plan
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
HELIAN HEALTH GROUP, INC.
9600 Blue Larkspur
Monterey, CA 93940
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
===============================================================================
<PAGE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
---------
FINANCIAL STATEMENTS
for the years ended November 30, 1994 and 1993
<PAGE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS
Pages
-----
Report of Independent Accountants ......................................... 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits
at November 30, 1994 ............................................. 3
Statement of Net Assets Available for Plan Benefits
at November 30, 1993 ............................................. 4
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended November 30, 1994 ............................. 5
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended November 30, 1993 ............................. 6
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended November 30, 1992 ............................. 7
Notes to Financial Statements ........................................ 8-14
Supplemental Schedules:
Item 30(a) Schedule of Assets Held for Investment Purposes
as of November 30, 1994 .......................................... 15
Item 30(d) Schedule of Reportable Transactions
for the year ended November 30, 1994 ............................. 16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee
Helian Health Group, Inc.
401(k) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Helian Health Group, Inc. 401(k) Profit Sharing Plan (the Plan) as
of November 30, 1994 and 1993, and the related statements of changes in net
assets available for Plan benefits for each of the three years in the period
ended November 30, 1994. 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, the net assets available for Plan benefits of Helian
Health Group, Inc. 401(k) Profit Sharing Plan as of November 30, 1994 and 1993,
and the changes in net assets available for Plan benefits for each of the three
years in the period ended November 30, 1994, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules on pages 15
and 16 are presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplementary schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
[COOPERS & LYBRAND L.L.P.]
San Jose, California
April 29, 1995
<PAGE>
<TABLE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
November 30, 1994
<CAPTION>
Helian Guaranteed U.S. International Real Bond and Money
Stock Interest Stock Stock Estate Mortgage Market
Account Accounts Account Account Account Account Account
-------- ---------- ------- ------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, of fair volume
(Notes 3) ................. $75,670 $1,246,451 $411,490 $242,802 $26,985 $136,796 $58,320
Leases to participate........
Employees contribution
receivable ................ 281 3,277 4,280 3,933 215 1,768 520
-------- ---------- -------- -------- ------- -------- -------
Total assets............ 75,951 1,249,728 415,770 246,735 27,200 138,564 58,840
Liabilities
Refunds payable.............. 3,980 10,357 16,455 10,213 11 5,653 11
-------- ---------- -------- -------- -------- -------- -------
Net assets available for
plans benefits............... $71,971 $1,239,371 $399,315 $236,522 $27,189 $132,911 $58,829
======== ========== ======== ======== ======= ======== =======
</TABLE>
<TABLE>
<CAPTION>
Stock Retirement Value Small Co. Growth Government
Index Investment Stock Stock Securities Securities Loan
Account Annuity Account Account Account Account Fund
-------- ---------- ------- ------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, of fair volume
(Notes 3) ................. $35,116 $ 29,463 $ 204 $2,368 $2,659 $ 559
Leases to participate........ $27,327
Employees contribution
receivable ................ 1,092 3 102 222 47
-------- ---------- -------- ------------- -------- ---------- ---------
Total assets............ 36,208 29,463 207 2,470 2,881 606 27,327
Liabilities
Refunds payable.............. 382 359 845
-------- ---------- -------- ------------- -------- ---------- ---------
Net assets available for
plans benefits............... $35,826 $ 29,463 $ 207 $ 2,111 $2,036 $ 606 $27,327
======== ========== ======== ============= ======== ========== =========
</TABLE>
Balance at
November 30,
1994
-------------
Assets:
Investments, of fair volume
(Notes 3) ................. $2,268,883
Leases to participate........ 27,327
Employees contribution
receivable ................ 15,740
----------
Total assets............ 2,311,950
Liabilities
Refunds payable.............. 48,266
-----------
Net assets available for
plans benefits............... $2,263,684
===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
November 30, 1993
<CAPTION>
Helian Guaranteed U.S. International Real Bond and Money
Stock Interest Stock Stock Estate Mortgage Market
Account Accounts Account Account Account Account Account
------- ---------- ------- ------------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value
(Notes 3) ................. $44,466 $1,175,415 $262,290 $71,759 $17,761 $96,144 $48,977
Loans to participants.........
Employer contribution
receivable ................ 730 44,795 3,698 1,386 117 1,357 690
------- ---------- -------- ------- ------- ------- -------
Total assets............ 45,196 1,220,210 265,988 73,145 17,878 97,501 49,667
Liabilities:
Refunds payable.............. 1,627 14,488 7,208 970 527 3,133 202
------- ---------- -------- ------- ------- ------- -------
Net assets available for
plans benefits............... $43,569 $1,205,722 $258,780 $72,175 $17,351 $94,368 $49,465
======= ========== ======== ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Stock Retirement Balance at
Index Investment Loan November 30,
Account Annuity Fund 1993
------- ---------- ---- ------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value
(Notes 3) ................. $12,939 $29,627 $1,759,378
Loans to participants......... $38,856 38,856
Employer contribution
receivable ................ 169 52,942
------- ------- ------- ----------
Total assets............ 13,108 29,627 38,856 1,851,176
Liabilities:
Refunds payable.............. 99 28,254
------- ------- ------- ----------
Net assets available for
plans benefits............... $13,009 $29,627 $38,856 $1,822,922
======= ======= ======= ==========
</TABLE>
<PAGE>
<TABLE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended November 30, 1994
<CAPTION>
Helian Guaranteed U.S. International Real Bond and Money
Stock Interest Stock Stock Estate Mortgage Market
Account Accounts Account Account Account Account Account
-------- ---------- ------- ------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation in fair
value ..................... $11,112 $ 3,102 $ 9,635 $ 968
Interest income ............. $ 80,612 $ 2,255
Contribution ............... 16,325 141,054 129,798 100,441 7,936 49,657 24,840
-------- ---------- -------- ------------- -------- ---------- ---------
Total additions ........ 27,437 221,666 132,900 110,076 8,904 49,657 27,095
Deductions from net assets
attributed to:
Net depreciation in fair value. (3,120)
Administration fees............ (8,876) (153) (65) (1) (49) (4,559)
Termination benefits........... (85,597) (21,365) (10,085) (263) (2,381) (30,707)
-------- ---------- -------- ------------- -------- ---------- ---------
Total deductions (94,473) (21,518) (10,150) (264) (5,550) (35,266)
-------- ---------- -------- ------------- -------- ---------- ---------
Total increase(decrease)... 27,437 127,193 111,382 99,926 8,640 44,107 (8,171)
Net assets available for
plans benefits:
Beginning of year ........... $43,569 $1,205,722 $258,780 $ 72,175 $17,351 $ 94,368 $49,465
Loans to participants........ (4,900) (367) (159) (248) (116)
Loan repayments.............. 805 6,854 3,733 6,120 1,200 198
Particpant directed
transfers, net 160 (95,498) 25,787 58,460 1,198 (6,516) 17,453
-------- ---------- -------- ------------- -------- ---------- ---------
End of year.................... $71,971 $1,239,371 $399,315 $236,522 $27,189 $132,911 $58,829
======== ========== ======== ============= ======== ========== =========
</TABLE>
<TABLE>
<CAPTION>
Stock Retirement Value Small Co. Growth Government
Index Investment Stock Stock Securities Securities Loan
Account Annuity Account Account Account Account Plan
------- ---------- ------- ------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation in fair
value ..................... $ 1 $ 3
Interest income ............. $ 2,418 $ 1,700
Contribution ............... 25,211 $ 207 2,108 $ 1,477 606
------- ---------- -------- ------------- -------- ---------- ---------
Total additions ........ 25,212 2,418 207 2,111 1,477 606 1,700
Deductions from net assets
attributed to:
Net depreciation in fair value.
Administration fees............ (19) (25)
Termination benefits........... (882) (2,575)
------- ---------- -------- ------------- -------- ---------- ---------
Total deductions (901) (2,582)
------- ---------- -------- ------------- -------- ---------- ---------
Total increase(decrease)... 24,311 (164) 207 2,111 1,477 606 1,700
Net assets available for
plans benefits:
Beginning of year ........... $13,009 29,627 38,856
Loans to participants........ 5,790
Loan repayments.............. 109 (19,019)
Particpant directed
transfers, net............. (1,603) 559
------- ---------- -------- ------------- -------- ---------- ---------
End of year.................... $35,826 $ 29,463 $ 207 $ 2,111 $ 2,036 $ 606 $27,327
======= ========== ======== ============= ======== ========== =========
</TABLE>
Total
--------
Additions to net assets
attributed to:
Net appreciation of fair
value ...................... $ 24,821
Interest income .............. 86,985
Contribution ................ 499,660
----------
Total additions ......... 611,466
Deductions from net assets
attributed to:
Net depreciation in fair value (3,120)
Administration fees........... (13,747)
Termination benefits.......... (153,837)
----------
Total deductions (170,704)
----------
Total increase(decrease).. 440,762
Net assets available for
plans benefits:
Beginning of year ........... 1,822,922
Loans to participants........
Loan repayments..............
Particpant directed
transfers, net
----------
End of year.................... $2,263,684
==========
<PAGE>
<TABLE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended November 30, 1993
<CAPTION>
Helian Guaranteed U.S. International Real Bond and Money
Stock Interest Stock Stock Estate Mortgage Market
Account Accounts Account Account Account Account Account
-------- ---------- ------- ------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation in fair
value ..................... $ 17,115 $ 14,173 $ 785 $ 10,592
Interest income ............. $ 80,646 $ 1,194
Contribution ............... $25,491 210,853 84,240 19,807 4,857 29,071 18,026
-------- ---------- -------- ------------- -------- ---------- ---------
Total additions ........ 25,491 291,499 101,355 33,980 5,642 39,663 19,220
-------- ---------- -------- ------------- -------- ---------- ---------
Deductions from net assets
attributed to:
Net depreciation in fair value.(19,779)
Administration fees............ (811) (113) (14) (25) (34)
Termination benefits........... (2,316) (32,181) (9,275) (1,036) (658) (12,495) (791)
-------- ---------- -------- ------------- -------- ---------- ---------
Total deductions (22,095) (32,992) (9,388) (1,050) (658) (12,520) (825)
-------- ---------- -------- ------------- -------- ---------- ---------
Total increase(decrease)... 3,396 258,507 91,967 32,930 4,984 27,143 18,395
Net assets available for
plans benefits:
Beginning of year ........... 37,430 1,032,165 122,857 15,004 11,742 57,314 32,789
Loans to participants........ (2,584) (2,515) (176) (1,070) (1,035)
Loan repayments.............. 34 3,849 3,351 1,824 1,068 15
Particpant directed
transfers, net 2,709 (86,215) 43,120 22,593 625 9,913 (699)
-------- ---------- -------- ------------- -------- ---------- ---------
End of year.................... $43,569 $1,205,722 $258,780 $ 72,175 $17,351 $ 94,368 $49,465
======== ========== ======== ============= ======== ========== =========
</TABLE>
<PAGE>
<TABLE>
Stock Retirement
Index Investment Loan
Account Annuity Fund Total
-------- ---------- ------- ----------
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation in fair
value ..................... $ 981 $ 43,646
Interest income ............. $ 2,323 $ 702 84,865
Contribution ............... 3,181 395,526
-------- ---------- -------- ----------
Total additions ........ 4,162 2,323 702 524,037
Deductions from net assets
attributed to:
Net depreciation in fair value. (19,779)
Administration fees............ (25) (1,022)
Termination benefits........... (58,752)
-------- ---------- -------- ----------
Total deductions (25) (79,553)
-------- ---------- -------- ----------
Total increase(decrease)... 4,162 2,298 702 444,484
Net assets available for
plans benefits:
Beginning of year ........... 893 27,329 40,915 1,378,438
Loans to participants........ 7,380
Loan repayments.............. (10,141)
Particpant directed
transfers, net............. 7,954
-------- ---------- -------- ----------
End of year.................... $13,009 $ 29,627 $ 38,856 $1,822,922
======== ========== ======== ==========
</TABLE>
<PAGE>
<TABLE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended November 30, 1992
<CAPTION>
Helian Guaranteed U.S. International Real Bond and Money
Stock Interest Stock Stock Estate Mortgage Market
Account Accounts Account Account Account Account Account
-------- ---------- ------- ------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation in fair
value ..................... $ 7,082 $ 18,181 $ 134 $ 4,705
Interest income ............. $ 72,706 $ 1,240
Contribution ............... 19,944 246,654 45,016 $ 7,542 2,175 17,644 14,818
------- ---------- -------- ------------- -------- ---------- ---------
Total additions ........ 27,026 319,360 63,197 7,542 2,309 22,349 16,058
Deductions from net assets
attributed to:
Net depreciation in fair value. (545)
Administration fees............ (114) (227) (16) (2) (25)
Termination benefits........... (44,341) (437) (3,933)
------- ---------- -------- ------------- -------- ---------- ---------
Total deductions (114) (44,568) (16) (547) (462) (3,933)
------- ---------- -------- ------------- -------- ---------- ---------
Total increase(decrease)... 26,912 274,792 63,181 6,995 2,309 21,887 12,125
Net assets available for
plans benefits:
Beginning of year ........... 15,748 750,190 67,935 1,474 33,376 36,135
Loans to participants........ (175) (2,925) (12,100)
Loan repayments.............. 31 7,070 1,448 1,825 1,068
Particpant directed
transfers, net (5,086) 3,038 2,393 4,710 9,433 983 (15,471)
------- ---------- -------- ------------- -------- ---------- ---------
End of year.................... $37,430 $1,032,165 $122,857 $ 15,004 $11,742 $ 57,314 $32,789
======= ========== ======== ============= ======== ========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Stock Retirement
Index Investment Loan
Account Annuity Fund Total
-------- ---------- ------- ----------
<S> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation of fair
value ..................... $ 27 $ 30,129
Interest income ............. $ 2,155 $ 2,944 79,045
Contribution ............... 866 354,659
-------- ---------- -------- ----------
Total additions ........ 893 2,155 2,944 463,833
Deductions from net assets
attributed to:
Net depreciation in fair value. (545)
Administration fees............ (134) (518)
Termination benefits........... (1,942) (50,653)
-------- ---------- -------- ----------
Total deductions (2,076) (51,716)
-------- ---------- -------- ----------
Total increase(decrease)... 893 79 2,944 412,117
Net assets available for
plans benefits:
Beginning of year ........... 27,250 34,213 966,321
Loans to participants........ 15,200
Loan repayments.............. (11,442)
Particpant directed
transfers, net
-------- ---------- -------- ----------
End of year.................... $ 893 $ 27,329 $ 40,915 $1,378,438
======== ========== ======== ==========
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan:
The Helian Health Group, Inc. 401(k) Profit Sharing Plan (the Plan) was formed
on December 1, 1986 with March 1, 1987 as the initial entry date for employees.
The Plan's investments are held and administered by Principal Mutual Life
Insurance Company.
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General:
The Plan is a defined contribution plan covering all regular employees of
Helian Health Group, Inc. (the Company) who have completed one year of
service (a minimum of 1,000 hours in such a year) and are 21 years of age or
older. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Effective December 1, 1993, the Plan was amended to allow all regular
employees to enroll in the Plan on the first quarterly enrollment date
subsequent to their date of hire.
Contributions:
Cash contributions by the Company are solely at the discretion of the
Company's board of directors. The annual contribution shall not exceed the
maximum amount deductible under the provisions of the Internal Revenue Code.
The maximum employee contribution to the Plan for 1993 under an elective
deferral agreement was 15% of earnings, up to a maximum contribution of
$9,240. All participant contributions may be made on either a before-tax or
after-tax basis and are subject to Internal Revenue Service limitations and
Plan rules. Employee contributions during 1994, 1993 and 1992 were $440,978,
$354,740 and $304,026, respectively. Employer contributions during 1994, 1993
and 1992 were $58,682, $40,786 and $50,633, respectively.
Participant Accounts:
Each participant's account is credited with the participant's contribution,
together with any discretionary contribution, including any forfeitures, from
the Company, and an allocated portion of the Plan's earnings. Company
contributions are allocated to each participant's account in the same ratio
as the participant's annual compensation bear to total annual compensation of
all participants of the Plan. Plan earnings are allocated to each
participant's accounts based on the ratio of each participant's account in
each investment fund to the total of all participants' accounts in each
investment fund.
<PAGE>
1. Description of Plan, continued:
Benefits and Vesting:
Participants are immediately vested in their own contributions plus actual
earnings thereon. Generally, vesting of Company contributions in a
participant's account is based on years of continuous service. The
participant vests 25% after three years, 25% after four years and 100% after
five years of continuous service. In any event, the full amount of the
participant's account becomes vested no later than the normal retirement age
or when employment with the Company terminates by reason of death or total
disability, as defined. If the participant terminates employment with the
Company for any other reason, the participant is entitled to the vested
amount in their account. Forfeitures may first be applied to pay expenses of
the Plan. At the Plan's year-end, any remaining forfeitures may be
reallocated, along with the Company's discretionary contributions, to all
eligible members.
Loans:
Under the Plan, a loan made to a Plan participant shall be an amount that is
not more than the lesser of $50,000 or 50% of the vested portion of the
participant's account. Only one loan may be outstanding at a time. Loans
shall bear a reasonable interest rate based on rates available for similar
loans from commercial lending institutions (currently 7% - 8%), and are
required to be repaid at least quarterly with a repayment period not to
exceed five years. If employment is terminated, the balance of any
outstanding loan is due. All interest paid on the loan by the participant is
allocated directly to the participant's account. Only one loan per
participant is permitted during any period of 12 consecutive months. As of
November 30, 1994, there were $27,327 of loans outstanding.
Concentration of Credit Risk:
As of November 30, 1994 and 1993, approximately $1,239,000 and $1,206,000,
respectively, of the Plan's investments consisted of guaranteed interest
accounts with Principal Mutual Life Insurance Company. The majority of the
remaining funds are invested in various pooled separate accounts with
Principal Mutual Life Insurance Company, which have investments in common
stocks, bonds, mortgages, and real estate. Each of these investments bears
the credit risk associated with each fund. Amounts have also been invested in
the Company's stock and in an annuity contract, which bears the risk
associated with these type of investments.
<PAGE>
2. Summary of Significant Accounting Policies:
Investments are stated at fair value, as measured by quoted market prices,
except for the Guaranteed Interest Account, for which investments are stated at
the contract value, and the Real Estate Account for which investment properties
are stated at current appraisal values. The Plan presents in the statements of
changes in net assets available for plan benefits the net appreciation
(depreciation) in the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on those
assets.
Interest on the Guaranteed Interest Account is recorded as earned on an accrual
basis. Income from the Money Market, U.S. Stock Account, Stock Index Account,
Bond and Mortgage Account and Real Estate Account is recorded as part of the net
appreciation (depreciation) in the fair value of the fund assets.
The financial statements and accompanying related footnotes are prepared in
conformity with generally accepted accounting principles.
3. Investments:
The investment information for the years ended November 30, 1994 and 1993 has
been certified by Principal Mutual Life Insurance Company. The pooled
investments were allocated to the Plan based on the ratio of the participants'
accounts in each investment fund to the total of all accounts in each investment
fund.
The participants may elect to invest in the twelve funds which are described
below.
Helian Stock Account. This fund is invested in Helian Health Group, Inc.
stock.
Guaranteed Interest Account. This fund is invested primarily in corporate
bonds and mortgages and other long-term securities. Contributions to this
fund will earn a fixed rate of interest that is determined by Principal
Mutual Life Insurance Company at the end of the Plan year in which deposits
were made. Transfers out of a guaranteed account before the end of the
guarantee period may be subject to a surrender charge.
U.S. Stock Account. This fund is invested primarily in common stocks which
are considered to have investment "value." Higher risk stocks of new
companies are avoided.
International Stock Account. This fund is invested in common stocks of
corporations located outside the U.S. The fund focuses on investing in strong
companies with an emphasis on regions experiencing strong economic growth,
such as Asia and Europe.
<PAGE>
3. Investments, continued:
Real Estate Account. This fund is invested in income-producing real estate
properties.
Bond and Mortgage Account. The objective of this fund is to seek income over
the intermediate term through investment in debt securities such as corporate
bonds and commercial and home mortgages.
Money Market Fund. This fund is invested primarily in securities that mature
in less than one year, such as commercial paper, U.S. treasury bills and bank
certificates of deposit.
Stock Index Fund. This fund is invested primarily in the common stock of the
firms included in the Standard & Poor's 500 Stock Index.
Value Stock Account. This fund is invested primarily in traditional value
stocks. These investments offer price/earnings ratios that are lower than
average with dividend yields higher than average. Many of these stocks are
temporarily out of favor with investors and can be bought at bargain prices.
Small Company Stock Account. This fund invests in stocks of relatively
smaller companies whose earnings are expected to grow faster than most
companies.
Growth Securities Account. This fund invests primarily in the stock of larger
companies whose earnings are expected to grow more rapidly than most
companies.
Government Securities Account. This fund invests in U.S. government
securities. Principal and interest payments are guaranteed by the U.S.
Government (GNMA) or by U.S. government instrumentalities (FNMA and FHLMC).
In addition, a participant has invested $29,463 in a retirement investment
annuity.
Contributions not yet invested in instruments typical for each fund are
temporarily held in a deposit account. These deposits are allocated to each fund
based on the ratio of each participant's allocation percentage.
Plan assets are assigned to participants on a unit basis.
<PAGE>
3. Investments, continued:
<TABLE>
Investments held by the Plan as of November 30, 1994 and 1993 are as follows:
<CAPTION>
Net Asset Fair
Number Value Per Market
of Units Unit Value Cost (2)
---------- ---------- ------- --------
1994
- ----
<S> <C> <C> <C> <C>
Helian Stock Account, common stock,
$0.01 par......................................... $ 75,670 $ 77,444
Guaranteed Interest Account:
Principal Mutual Insurance Co. ................... 1,246,451(1) 1,246,451
U.S. Stock Account ................................. 2,251 $ 182.80 411,490 383,874
International Stock Account ........................ 12,587 19.29 242,802 221,540
Real Estate Account ................................ 141 191.38 26,985 25,373
Bond and Mortgage Account .......................... 409 334.47 136,796 128,942
Money Market Fund .................................. 1,952 29.88 58,320 55,753
Stock Index Account ................................ 2,381 14.75 35,116 34,278
Government Securities Account ...................... 58 9.64 559 564
Value Stock Account ................................ 13 15.69 204 208
Small Company Stock Account ........................ 122 19.41 2,368 2,365
Growth Stock Account ............................... 176 15.11 2,659 2,666
Retirement Investment Annuity ...................... 29,463 25,149
------- -------------- -------------
20,090 $ 2,268,883 $ 2,204,607
======= =============== =============
1993
- ----
Helian Stock Account, common stock,
$0.01 par $ 44,466 $ 61,414
Guaranteed Interest Account:
Principal Mutual Insurance Co. ..................... 1,175,415(1) 1,175,415
U.S. Stock Account ................................. 1,455 $ 180.23 262,290 234,364
International Stock Account ........................ 4,113 17.45 71,759 58,389
Real Estate Account ................................ 97 183.47 17,761 16,894
Bond and Mortgage Account .......................... 280 343.25 96,144 83,911
Money Market Fund .................................. 1,701 28.79 48,977 48,977
Stock Index Account ................................ 884 14.63 12,939 11,936
Retirement Investment Annuity ...................... 29,627 25,149
------- -------------- -------------
8,530 $ 1,759,378 $ 1,716,449
======= =============== =============
<FN>
(1) Represents the contract value
(2) As determined on a first-in, first-out basis
</TABLE>
<PAGE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
4. Plan Termination:
Although it has not expressed any intention to do so, the Company has the right
to discontinue its contributions and to terminate the Plan subject to provisions
of ERISA. Upon termination of the Plan, the full value of all participants'
accounts becomes fully vested and non-forfeitable. The trust shall continue in
existence until all participants' accounts have been completely distributed.
5. Tax Status:
The United States Treasury Department has advised the Company that the Plan
constitutes a qualified trust under Section 401(a) of the Internal Revenue Code
and is, therefore, exempt from federal income taxes under provisions of Section
501(a) of the Codes by letter of determination received by the Company in March
1988.
6. Administrative Costs:
In addition to administrative costs of $13,747 and $1,022 deducted from Plan
assets in fiscal 1994 and 1993, respectively, additional administrative costs of
the Plan for fiscal 1994 and 1993 in the amount of none and $7,073,
respectively, were paid by Helian Health Group, Inc.
7. Reconciliation to Internal Revenue Service Form 5500:
Differences exist between these financial statements and the Internal Revenue
Service Form 5500 filed for the Plan. These differences are the results of
variations in the timing of the recognition of certain transactions affecting
the Plan. The following is the reconciliation of these differences:
Contributions:
Per audited financial statements ......................... $ 499660
Refunds payable as of November 30, 1994 .................. 48266
-------------
Per Form 5500 ............................................ $ 547925
=============
<PAGE>
7. Reconciliation to Internal Revenue Service Form 5500, continued:
Termination Benefits:
Per audited financial statements .......................... $ 153837
Refunds payable as of November 30, 1993, paid in 1994 ..... 28254
---------------
Per Form 5500 ............................................. $ 182091
===============
Net Assets Available for Plan Benefits:
Per audited financial statements .......................... $ 2263684
Refunds payable as of November 30, 1994 ................... 48266
---------------
Per Form 5500 ............................................. $ 2311950
===============
<PAGE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
<TABLE>
1
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
ITEM 30a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES(1)
as of November 30, 1994
<CAPTION>
Maturity Interest
Identity of Issue Description of Investment Date Rate
- ----------------- ------------------------- -------- ----------
<S> <C> <C> <C>
Principal Mutual Guaranteed Investment Fund Guaranteed interest contract 11/30/94 8.93%-9.05%
Principal Mutual Guaranteed Investment Fund Guaranteed interest contract 11/30/95 8.09%-8.12%
Principal Mutual Guaranteed Investment Fund Guaranteed interest contract 11/30/96 6.80%-7.15%
Principal Mutual Guaranteed Investment Fund Guaranteed interest contract 11/30/97 5.49%-6.10%
Principal Mutual Guaranteed Investment Fund Guaranteed interest contract 11/30/98 6.43%
U.S. Stock Account U.S. Companies' common stock
Helian Stock Account Helian Stock
International Stock Account International Companies' common stock
Bond and Mortgage Account Private market bonds and mortgages
Money Market Account Short-term securities
Retirement Investment Annuity Annuity
Real Estate Account Investments in income producing real estate
Stock Index Account Investments in S&P 500 common stock
Government Securities Account Investments in U.S. government securities
Value Stock Account Investments in traditional vlaue stocks
Small Company Stock Account Smaller company stocks
Growth Stock Account Larger company stocks
</TABLE>
Fair Market
Identity of Issue Cost Value
- ----------------- --------- -----------
Principal Mutual Guaranteed Investment Fund $ 193,064 $ 193,064
Principal Mutual Guaranteed Investment Fund 200,063 200,063
Principal Mutual Guaranteed Investment Fund 238,350 238,350
Principal Mutual Guaranteed Investment Fund 323,924 323,924
Principal Mutual Guaranteed Investment Fund 291,050 291,050
---------- ----------
1,246,451 1,246,451
U.S. Stock Account 383,874 411,490
Helian Stock Account 77,444 75,670
International Stock Account 221,540 242,802
Bond and Mortgage Account 128,942 136,796
Money Market Account 58,320 58,320
Retirement Investment Annuity 25,149 29,463
Real Estate Account 25,373 26,985
Stock Index Account 34,278 35,116
Government Securities Account 564 559
Value Stock Account 208 204
Small Company Stock Account 2,365 2,368
Growth Stock Account 2,666 2,659
---------- ----------
$2,207,174 $2,268,883
========== ==========
<PAGE>
HELIAN HEALTH GROUP, INC.
401K PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
<TABLE>
HELIAN HEALTH GROUP, INC
401K PROFIT SHARING PLAN
ITEM 30d - SCHEDULE OF REPORTABLE TRANSACTIONS(a)
for the year ended November 30, 1994
<CAPTION>
Total Total Total Total
Number Dollar Number Dollar Net Gain
of Value of of Value of or (Loss)
Purchases Purchases Sales Sales on Sales
----------- ------------ ------ --------- ------
<S> <C> <C> <C> <C> <C>
Guaranteed Interest Account ................................. 45 $ 234,668 62 $ 212,533
U.S. Stock Account .......................................... 43 184,076
International Stock Account ................................. 48 181,055
--- ----------- ------ --------- ------
136 $ 599,799 62 $ 212,533 $ --
=== =========== ======= ========= ======
<FN>
(a) The transactions with respect to these issues for the year ended November
30, 1994 are reportable under Section 2520.103-6(c)(1)(iii). The information
reported is in accordance with the alternative method available under Section
2520.103-6(d)2.
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Helian Health Group, Inc. 401(k) Profit Sharing Plan on Form S-8 (File No.
2-18244) of our report dated April 29, 1995 on our audit of the financial
statements and supplemental schedules of Helian Health Group, Inc. 401(k) Profit
Sharing Plan as of November 30, 1994, and for the year then ended, which report
is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
San Jose, California
May 25, 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or any persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: May 26, 1995
HELIAN HEALTH GROUP, INC.
401(k) PROFIT SHARING PLAN
By: /s/ Donald C. Blanding
---------------------------
Donald C. Blanding
Treasurer
