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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 1, 1997
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(Date of earliest event reported)
FOUNDATION HEALTH SYSTEMS, INC.
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(Exact name of Registrant as specified Incorporated its charter)
Delaware 1-12718 95-4288333
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
21660 Oxnard Street, Woodland Hills, California 91367
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(Addresses of principal executive offices, including zip codes)
(818) 719-6978
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(Registrants's telephone numbers, including area codes)
N/A
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following financial information is provided in accordance with the
requirements of Item 7(a) and Item 7(b) of Form 8-K with respect to the
merger transaction (the "Merger") involving the Registrant pursuant to which
Foundation Health Corporation ("FHC") merged into FH Acquisition Corp. (a
wholly owned subsidiary of the Registrant), which Merger was previously
reported on the Registrant's Current Report on Form 8-K dated April 1, 1997
and filed with the Securities and Exchange Commission (the "Commission") on
April 3, 1997:
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The audited consolidated financial statements of FHC for each of
the years in the three year period ended June 30, 1996 are incorporated
herein by reference as Exhibit 99.1 and the unaudited condensed
consolidated financial statements for the three month periods ended
September 30, 1996 and 1995 are incorporated herein by reference as
Exhibit 99.2.
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma combined condensed financial statements of
the Registrant (and notes thereto) included at pages 49 through 56 of the
Prospectus contained in the Registrant's Amendment No. 1 to the
Registration Statement on Form S-4 filed with the Commission on
January 10, 1997 are incorporated herein by reference as Exhibit 99.3.
(c) EXHIBITS. EXHIBIT INDEX
23.1 Consent of Deloitte & Touche LLP, a copy
of which is filed herewith.
23.2 Consent of Ernst & Young LLP, a copy of
which is filed herewith.
23.3 Consent of Coopers & Lybrand LLP, a copy
of which is filed herewith.
23.4 Consent of Stevenson, Jones & Holmaas,
P.C., a copy of which is filed herewith.
99.1 Audited consolidated financial statements
for each of the years in the three year
period ended June 30, 1996 (contained in
the Annual Report on Form 10-K/A Amendment
No. 3 of Foundation Health Corporation
(File No. 1-10540) for the year ended June
30, 1996 filed with the Commission on
January 10, 1997), which financial
statements are incorporated by reference
herein.
99.2 Unaudited condensed consolidated financial
statements for the three month periods
ended September 30, 1996 and 1995
(contained in the Quarterly Report on Form
10-Q of Foundation Health Corporation
(File No. 1-10540) for the quarter ended
September 30, 1996 filed with the
Commission on November 19, 1996), which
financial statements are incorporated by
reference herein.
99.3 Unaudited pro forma combined condensed
financial statements of the Registrant
(and the notes thereto) contained on pages
49 through 56 of the Prospectus contained
in the Registrant's Amendment No. 1 to the
Registration Statement on Form S-4 (File
No. 333-19273) filed with the Commission
on January 10, 1997, which pages are
incorporated by reference herein. The
unaudited pro forma combined condensed
financial statements provide information
about the impact of the Merger by showing
how it might have affected the financial
condition and results of operations of the
Registrant had the Merger actually been
completed as of the dates indicated. The
unaudited pro forma combined condensed
financial statements are provided for
informational purposes only and are not
necessarily indicative of actual results
that would have been achieved had the Merger
been consummated at the beginning of the
periods presented or of future results and
should be read in conjunction with the
historical financial statements of FHC and
the Registrant and notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 9, 1997.
FOUNDATION HEALTH SYSTEMS, INC.
By /s/ Jeffrey L. Elder
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Name: Jeffrey L. Elder
Title: Senior Vice President, and Chief Financial
Officer
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A of Foundation Health Systems, Inc. of our report dated July 25, 1996
(November 18, 1996 as to Notes 1, 2, 6, 7, 8, 9, 10, 12, 13 and 14) appearing
in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health
Corporation for the year ended June 30, 1996.
We also consent to the incorporation by reference in:
(1) Registration Statement on Form S-8 (No. 33-74780) relating to Health
Systems International, Inc. Amended and Restated 1989 Stock Option Plan,
Health Systems International, Inc. Amended and Restated 1991 Stock Option
Plan, Health Systems International, Inc. Amended and Restated Non-Employee
Director Stock Option Plan, Health Systems International, Inc. Employee
Stock Purchase Plan, and,
(2) Registration Statement on Form S-8 (No. 333-24621) relating to
Foundation Health Corporation Employee Stock Purchase Plan, Foundation
Health Corporation Profit Sharing and 401(K) Plan (Amended and restated
effective January 1, 1994), 1990 Stock Option Plan of Foundation Health
Corporation, 1992 Nonstatutory Stock Option Plan of Foundation Health
Corporation, 1989 Stock Plan of Business Insurance Corporation, Managed
Health Network, Inc. Incentive Stock Option Plan, Managed Health Network,
Inc. Amended and Restated 1991 Stock Option Plan, 1993 Nonstatutory Stock
Option Plan of Foundation Health Corporation (Amended and restated
effective September 7, 1995),
of our report dated July 25, 1996 (November 18, 1996 as to Notes 1, 2, 6, 7,
8, 9, 10, 12, 13 and 14), appearing in the Annual Report on Form 10-K/A
(Amendment No. 3) of Foundation Health Corporation for the year ended June
30, 1996 which report is incorporated by reference in the Current Report on
Form 8-K/A of Foundation Health Systems, Inc.
DELOITTE & TOUCHE LLP
Sacramento, California
May 8, 1997
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Current Report on Form
8-K/A of Foundation Health Systems, Inc. of our report dated February 16,
1994, except Note 17 as to which the date is March 18, 1994, with respect to
the consolidated financial statements of Intergroup Healthcare Corporation
for the year ended December 31, 1993, appearing in the Annual Report on Form
10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended
June 30, 1996.
We also consent to the incorporation by reference in:
(1) Registration Statement on Form S-8 (No. 33-74780) relating to Health
Systems International, Inc. Amended and Restated 1989 Stock Option Plan,
Health Systems International, Inc. Amended and Restated 1991 Stock Option
Plan, Health Systems International, Inc. Amended and Restated Non-Employee
Director Stock Option Plan, Health Systems International, Inc. Employee
Stock Purchase Plan, and,
(2) Registration Statement on Form S-8 (No. 333-24621) relating to
Foundation Health Corporation Employee Stock Purchase Plan, Foundation
Health Corporation Profit Sharing and 401(K) Plan (Amended and restated
effective January 1, 1994), 1990 Stock Option Plan of Foundation Health
Corporation, 1992 Nonstatutory Stock Option Plan of Foundation Health
Corporation, 1989 Stock Plan of Business Insurance Corporation, Managed
Health Network, Inc. Incentive Stock Option Plan, Managed Health Network,
Inc. Amended and Restated 1991 Stock Option Plan, 1993 Nonstatutory Stock
Option Plan of Foundation Health Corporation (Amended and restated
effective September 7, 1995),
of our report dated February 16, 1994, except Note 17 as to which the date is
March 18, 1994, with respect to the consolidated financial statements of
Intergroup Healthcare Corporation for the year ended December 31, 1993,
appearing in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation
Health Corporation for the year ended June 30, 1996 which report is
incorporated by reference in the Current Report on Form 8-K/A of Foundation
Health Systems, Inc.
Ernst & Young LLP
Tucson, Arizona
May 7, 1997
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Report on Form 8-K/A,
dated May 9, 1997 of Foundation Health Systems Inc. of our report dated
February 28, 1994, on our audit of the consolidated statements of income,
changes in stockholders' equity and cash flows of CareFlorida Health Systems,
Inc. and Subsidiaries for the year ended December 31, 1993, appearing in the
Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health
Corporation for the year ended June 30, 1996.
We also consent to the incorporation by reference in the: (1) Registration
Statement on Form S-8 (No. 33-74780) relating to Health Systems
International, Inc. amended and restated 1989 Stock Option Plan, Health
Systems International, Inc. amended and restated 1991 Stock Option Plan,
Health Systems International, Inc. amended and restated Non-Employee Director
Stock Option Plan, Health Systems International, Inc. Employee Stock Purchase
Plan (2) Registration Statement on Form S-8 (No. 333-24621) relating to
Foundation Health Corporation Employee Stock Purchase Plan, Foundation Health
Corporation Profit Sharing and 401(K) Plan (amended and restated effective
January 1, 1994), 1990 Stock Option Plan of Foundation Health Corporation,
1992 Nonstatutory Stock Option Plan of Foundation Health Corporation, 1989
Stock Plan of Business Insurance Corporation, Managed Health Network, Inc.
Incentive Stock Option Plan, Managed Health Network, Inc. amended and
restated 1991 Stock Option Plan, 1993 Nonstatutory Stock Option Plan of
Foundation Health Corporation (amended and restated effective September 7,
1995), of our report dated February 28, 1994, on our audit of the
consolidated statements of income, changes in stockholders' equity and cash
flows of CareFlorida Health Systems, Inc. and Subsidiaries for the year ended
December 31, 1993 appearing in the Annual Report on Form 10-K/A (Amendment
No. 3) of Foundation Health Corporation for the year ended June 30, 1996.
Coopers & Lybrand LLP
Miami, Florida
May 8, 1997
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report on Form
8-K/A of Foundation Health Systems, Inc. of our report dated April 27, 1994,
with respect to the consolidated financial statements of Thomas-Davis Medical
Centers, P.C. and Subsidiaries for the year ended December 31, 1993 appearing
in the Annual Report on Form 10-K/A (Amendment No. 3) of Foundation Health
Corporation for the year ended June 30, 1996.
We also consent to the incorporation by reference in:
(1) Registration Statement on Form S-8 (No. 33-74780) relating to Health
Systems International, Inc. Amended and Restated 1989 Stock Option
Plan, Health Systems International, Inc. Amended and Restated 1991
Stock Option Plan, Health Systems International, Inc. Amended and
Restated Non-Employee Director Stock Option Plan, Health Systems
International, Inc. Employee Stock Purchase Plan, and,
(2) Registration Statement on Form S-8 (No. 333-24621) relating to
Foundation Health Corporation Employee Stock Purchase Plan,
Foundation Health Corporation Profit Sharing and 401(k) Plan
(Amended and restated effective January 1, 1994), 1990 Stock Option
Plan of Foundation Health Corporation, 1992 Nonstatutory Stock Option
Plan of Foundation Health Corporation, 1989 Stock Plan of Business
Insurance Corporation, Managed Health Network, Inc. Incentive Stock
Option Plan, Managed Health Network, Inc. Amended and Restated 1991
Stock Option Plan, 1993 Nonstatutory Stock Option Plan of Foundation
Health Corporation (Amended and restated effective September 7, 1995),
of our report dated April 27, 1994, appearing in the Annual Report on Form
10-K/A (Amendment No. 3) of Foundation Health Corporation for the year ended
June 30, 1996 which report is incorporated by reference in the Current Report
on Form 8-K/A of Foundation Health Systems, Inc.
STEVENSON, JONES & HOLMAAS, P.C.
Tucson, Arizona
May 7, 1997
