<PAGE> 1
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1994
Commission File No.: 000-19147
COVENTRY CORPORATION RETIREMENT SAVINGS PLAN
(Full title of plan)
COVENTRY CORPORATION
501 Corporate Centre Drive, Suite 400
Franklin, Tennessee 37067
(Name of issuer of securities held pursuant to the plan
and address of principal executive office)
Pursuant to the requirements of the Securities Exchange Act of 1934,
the committee to administer the Coventry Corporation Retirement Savings Plan has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
COVENTRY CORPORATION RETIREMENT
SAVINGS PLAN
Date: February 2, 1998 By: /s/ Shirley R. Smith
---------------- -------------------------------
Name: Shirley R. Smith
-----------------------------
Plan Administrative Committee
-----------------------------
Date: February 2, 1998 By: /s/ Jefferson Ockerman
---------------- -------------------------------
Name: Jefferson Ockerman
-----------------------------
Plan Administrative Committee
-----------------------------
<PAGE> 2
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1994
TABLE OF CONTENTS
<TABLE>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits--December 31, 1994 3
Statement of Changes in Net Assets Available for Benefits for the Six Months
Ended December 31, 1994 4
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 5
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1994 11
Schedule II: Item 27d- Schedule of Reportable Transactions for the
Six Months Ended December 31, 1994 12
</TABLE>
<PAGE> 3
[ARTHUR ANDERSEN LLP LETTERHEAD]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Coventry Corporation Retirement Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of COVENTRY CORPORATION RETIREMENT SAVINGS PLAN (the "Plan") as of December 31,
1994, and the related statement of changes in net assets available for benefits
for the six months ended December 31, 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 benefits of the Plan as of
December 31, 1994, and the changes in its net assets available for benefits for
the six months ended December 31, 1994, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits 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.
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<PAGE> 4
The schedule of assets held for investment purposes and the schedule of
reportable transactions (transactions in excess of 5% of the current value of
plan assets at the beginning of the year) that accompanies the Plan's financial
statements does not disclose the historical cost of certain plan assets held by
the plan trustee. Disclosure of this information is required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
/s/ Arthur Andersen LLP
Nashville, Tennessee
November 30, 1997
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<PAGE> 5
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
<TABLE>
<S> <C>
INVESTMENTS:
Coventry Corporation Common Stock $ 3,581,348
Berger One Hundred Fund 5,484,704
Fidelity Balanced Fund 4,287,406
Fidelity Magellan Fund 7,508,168
INVESCO Stable Value Fund 3,465,175
PIMCO Total Return Fund 2,693,349
Loans to participants 683,431
-----------
Total Investments 27,703,581
-----------
RECEIVABLES:
Participant contributions 66,004
Employer contributions 51,316
-----------
Total Receivables 117,320
-----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $27,820,901
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
COVENTRY
CORP. BERGER ONE FIDELITY FIDELITY
COMMON HUNDRED BALANCED MAGELLAN INVESCO
STOCK FUND FUND FUND VALUE FUND
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 336,339 $ 565,839 $ 433,592 $ 838,260 $ 205,910
Employer 167,954 309,041 225,213 435,943 113,002
Rollovers from the Group
Health and Health America
plans 1,935,956 -- 1,406,321 5,460,122 --
----------- ----------- ----------- ----------- -----------
Total contributions 2,440,249 874,880 2,065,126 6,734,325 318,912
----------- ----------- ----------- ----------- -----------
Investment Income:
Interest income 1,069 3,305 2,854 3,543 1,401
Net appreciation
(depreciation) in
investments 707,036 97,397 (61,778) 214,676 70,825
----------- ----------- ----------- ----------- -----------
Total additions 3,148,354 975,582 2,006,202 6,952,544 391,138
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Benefit distributions (41,243) (108,891) (103,036) (119,431) (166,914)
Loans issued to participants (2,921) (143,151) (84,365) (137,394) (72,884)
Loan principal repayments 3,855 13,075 10,342 15,820 4,681
----------- ----------- ----------- ----------- -----------
Total deductions (40,309) (238,967) (177,059) (241,005) (235,117)
----------- ----------- ----------- ----------- -----------
INTERFUND TRANSFERS 488,853 4,771,903 2,476,879 829,229 3,324,200
----------- ----------- ----------- ----------- -----------
NET INCREASE 3,596,898 5,508,518 4,306,022 7,540,768 3,480,221
BALANCE AT JULY 1, 1994 -- -- -- -- --
----------- ----------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1994 $ 3,596,898 $ 5,508,518 $ 4,306,022 $ 7,540,768 $ 3,480,221
=========== =========== =========== =========== ===========
<CAPTION>
PIMCO
TOTAL FIXED
RETURN FIDELITY MAN INC. INCOME COMMON
FUND EQUITY ROLL FUND STOCK FUND
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 228,249 $ 294 $ 292 $ -- $ --
Employer 122,362 -- -- -- --
Rollovers from the Group
Health and Health America
plans -- 1,451,476 1,670,282 4,904,887 3,574,884
----------- ----------- ----------- ----------- -----------
Total contributions 350,611 1,451,770 1,670,574 4,904,887 3,574,884
----------- ----------- ----------- ----------- -----------
Investment Income:
Interest income 1,453 -- -- 20,102 --
Net appreciation
(depreciation) in
investments (32,541) 55,501 14,122 -- 241,773
----------- ----------- ----------- ----------- -----------
Total additions 319,523 1,507,271 1,684,696 4,924,989 3,816,657
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Benefit distributions (272,439) -- -- (2,880) --
Loans issued to participants (127,506) -- -- -- --
Loan principal repayments 5,362 -- -- -- --
----------- ----------- ----------- ----------- -----------
Total deductions (394,583) -- -- (2,880) --
----------- ----------- ----------- ----------- -----------
INTERFUND TRANSFERS 2,780,103 (1,507,271) (1,684,696) (4,922,109) (3,816,657)
----------- ----------- ----------- ----------- -----------
NET INCREASE 2,705,043 -- -- -- --
BALANCE AT JULY 1, 1994 -- -- -- -- --
----------- ----------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1994 $ 2,705,043 $ -- $ -- $ -- $ --
=========== =========== =========== =========== ===========
<CAPTION>
BALANCED AX WORLD PARTICIPANT
FUND FUND LOANS TOTAL
----------- --------- ----------- ------------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ -- $ -- $ -- $ 2,608,775
Employer -- -- -- 1,373,515
Rollovers from the Group
Health and Health America
plans 2,462,299 229,483 170,710 23,266,420
----------- --------- --------- ------------
Total contributions 2,462,299 229,483 170,710 27,248,710
----------- --------- --------- ------------
Investment Income:
Interest income -- -- (13,625) 20,102
Net appreciation
(depreciation) in
investments 41,074 7,578 13,625 1,369,288
----------- --------- --------- ------------
Total additions 2,503,373 237,061 170,710 28,638,100
----------- --------- --------- ------------
DEDUCTIONS:
Benefit distributions -- -- (2,365) (817,199)
Loans issued to participants -- -- 568,221 --
Loan principal repayments -- -- (53,135) --
----------- --------- --------- ------------
Total deductions -- -- 512,721 (817,199)
----------- --------- --------- ------------
INTERFUND TRANSFERS (2,503,373) (237,061) -- --
----------- --------- --------- ------------
NET INCREASE -- -- 683,431 27,820,901
BALANCE AT JULY 1, 1994 -- -- -- --
----------- --------- --------- ------------
BALANCE AT DECEMBER 31, 1994 $ -- $ -- $ 683,431 $ 27,820,901
=========== ========= ========= ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
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<PAGE> 7
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994
1. PLAN DESCRIPTION
The following description of the Coventry Corporation Retirement
Savings Plan (the "Plan") is provided for general information purposes
only. More complete information regarding the Plan's provisions may be
found in the Plan document.
GENERAL
Coventry Corporation adopted a savings plan and trust effective July 1,
1994. As of the adoption date, Group Health Plan, Inc. and Health
America Pennsylvania, Inc., subsidiaries of Coventry Corporation,
merged their plans with the Coventry Corporation Retirement Savings
Plan.
The Plan is a defined contribution plan established by Coventry
Corporation (the "Company") under the provisions of Section 401(a) of
the Internal Revenue Code ("IRC"), which includes a qualified cash or
deferred arrangement as described in Section 401(k) of the IRC, for the
benefit of eligible employees of the Company. All employees of the
Company who have completed one year of service, as defined, were
eligible to participate. Effective in fiscal 1996, eligibility was
amended from one year to six months. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended.
PLAN ADMINISTRATION
Under a trust agreement dated July 1, 1994, Charles Schwab Trust
Company was appointed trustee for the Plan. The Plan is administered by
an employee benefits committee, which is appointed by the board of
directors of the Company.
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<PAGE> 8
CONTRIBUTIONS
Eligible employees can contribute an amount up to 15% of compensation,
as defined by the Plan, subject to certain limitations under the IRC.
In 1994, the Company provided a matching contribution equal to 100% of
each participant's contribution up to a maximum of 3% and 50% of each
participant's contribution in excess of 3% up to a maximum of 6% of
compensation. The Plan was amended to change the employer matching
contribution from cash to the Company's common stock, effective January
1998.
VESTING
Participants are fully vested in their contributions and the earnings
thereon. Vesting in employer matching contributions is based on years
of continuous service. A participant vests according to the following
schedule:
<TABLE>
<S> <C>
Less than one year 0%
One year 20%
Two years 40%
Three years 60%
Four years 80%
Five years 100%
</TABLE>
The Plan's vesting schedule was changed for all employer matching
contributions made subsequent to December 31, 1997 to 50% upon one
year's continuous employment and 100% upon two year's continuous
employment.
FORFEITED ACCOUNTS
At December 31, 1994, forfeited nonvested accounts totaled $62,381.
These accounts will be used to reduce future employer contributions.
During 1994, no forfeited nonvested accounts were used to reduce
employer contributions.
BENEFITS
Upon termination of service due to death, disability, or retirement, a
participant may elect to receive an amount equal to the value of the
participant's vested interest in his or her account. The form of
payment is a lump-sum distribution.
PLAN AMENDMENT
On November 2, 1994, the Plan was amended to comply with the Tax Reform
Act of 1986. On December 29, 1995, the Plan was amended to allow
certain affiliates of Coventry Corporation to merge into the Plan. The
mergers became effective January 1, 1996.
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<PAGE> 9
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer matching
contributions, as well as the participant's share of the Plan's income and
any related administrative expenses. Allocations are based on the
proportion that each participant's account balance has to the total of all
participants' account balances.
INVESTMENT OPTIONS
Participants may direct employee and employer contributions and any
related earnings into six investment options in 10% increments.
Participants may change their investment elections monthly. A description
of each investment option is provided below:
COVENTRY CORPORATION COMMON STOCK
This fund invests exclusively in common stock of Coventry Corporation
which is traded "over-the-counter" and listed on the NASDAQ/National
Market System. Pending trades are temporarily held in a money market
mutual fund.
BERGER ONE HUNDRED FUND
This fund seeks long-term capital appreciation. The fund invests
primarily in common stocks of established companies.
FIDELITY BALANCED FUND
This fund seeks to maximize income while preserving capital through
investments in a mix of equity and fixed-income securities. The Fund
also aims for some capital growth.
FIDELITY MAGELLAN FUND
This fund seeks growth of capital through investments in common
stocks or securities convertible into common stock.
INVESCO STABLE VALUE FUND
This fund seeks to offer income levels comparable to those generated
by intermediate-term, high-quality debt obligations, while
guaranteeing principal. The fund is a conservatively managed, broadly
diversified pool of investment contracts guaranteed by insurance
companies.
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<PAGE> 10
PIMCO TOTAL RETURN FUND
This fund seeks to earn total return consistent with conservative
investment management. The fund invests in fixed-income securities,
including corporate bonds, U.S. government securities,
mortgage-related securities, and money market instruments.
LOANS TO PARTICIPANTS
A participant may borrow the lesser of $50,000 or 50% of his or her vested
account balance with a minimum loan amount of $500. Loans are repayable
through payroll deductions over periods ranging up to 60 months. The
interest rate is determined by the plan administrator based on prevailing
market conditions and is fixed over the life of the note. The interest
rate at December 31, 1994 was 9%.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan's management to
use estimates and assumptions that affect the accompanying financial
statements and disclosures. Actual results could differ from these
estimates.
INCOME RECOGNITION
Interest income is recorded as earned on the accrual basis. Dividend
income is recorded on the ex-dividend date.
INVESTMENT VALUATION
Funds invested in guaranteed investment contracts are stated at contract
value, which approximates market value. Marketable securities are stated
at fair value. Securities traded on a national securities exchange are
valued at the last reported sales price on the last business day of the
year.
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized gains or losses are recorded in the
accompanying statement of changes in net assets available for benefits as
net appreciation (depreciation) in investments.
Brokerage fees are added to the acquisition costs of assets purchased and
subtracted from the proceeds of assets sold.
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<PAGE> 11
ADMINISTRATIVE EXPENSES
The Company pays all administrative expenses of the Plan, except for the
administrative costs of mutual funds and loan processing fees.
Administrative expenses paid by the Company were $42,279 in 1994.
3. INVESTMENTS
The values of individual assets that represent 5% or more of the Plan's
net assets as of December 31, 1994 are as follows:
<TABLE>
<S> <C>
Coventry Corporation Common Stock $3,581,348
Berger One Hundred Fund 5,484,704
Fidelity Balanced Fund 4,287,406
Fidelity Magellan Fund 7,508,168
INVESCO Stable Value Fund 3,465,175
PIMCO Total Return Fund 2,693,349
</TABLE>
4. TAX STATUS
The Plan has received a favorable determination letter dated November 17,
1997 from the Internal Revenue Service which reflects all plan amendments,
except the ones adopted effective January 1998 for which no determination
letter has yet been received. However, the Plan administrator believes the
Plan is currently designed and is being operated in compliance with the
applicable requirements of the IRC. Therefore, the plan administrator
believes the Plan, as amended, was qualified and the related trust was
tax-exempt for the six months ended December 31, 1994.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become fully vested in their account
balances.
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<PAGE> 12
6. DEPARTMENT OF LABOR REVIEW
The Department of Labor is currently conducting a review of the Plan. In
the opinion of the Plan's administrator, the review will not result in any
findings that could have a material adverse effect on the Plan.
7. SUBSEQUENT EVENTS
During 1997, the Company sold a portion of its operations. The sale of the
related operations resulted in a partial termination of the Plan.
Consistent with the Plan instrument, those participants affected by the
sale have been immediately vested in their respective employer matching
contributions.
In November 1997, the Company entered into a Capital Contribution and
Merger Agreement with Principal Health Care, Inc., an Iowa Corporation.
The effect of the agreement is that the Company's shareholders will own
60% of the surviving company. Under the terms of the agreement, the Plan
will continue to operate as disclosed in the notes to the financial
statements. Management has indicated there is no intention to terminate
the Plan.
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<PAGE> 13
SCHEDULE I
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE, RATE OF
IDENTITY OF ISSUER, BORROWER, INTEREST, COLLATERAL, PAR, OR
LESSOR, OR SIMILAR PARTY MATURITY VALUE COST (A) CURRENT VALUE
- --------------------------------- ------------------------------------ ------------ -----------------
<S> <C> <C> <C>
*Coventry Corporation Common stock $ 3,581,348
Berger One Hundred Fund Equity mutual fund 5,484,704
Fidelity Balanced Fund Mixed fund 4,287,406
Fidelity Magellan Fund Equity mutual fund 7,508,168
INVESCO Stable Value Fund Fixed income fund 3,465,175
PIMCO Total Return Fund Fixed income fund 2,693,349
*Participant Loans Varying terms and interest rates
ranging from 7% to 10% 683,431
--------------
$ 27,703,581
==============
</TABLE>
*Represents a party in interest.
(a) Historical cost information is not available from the Plan's trustee.
The accompanying notes are an integral part of this schedule.
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<PAGE> 14
SCHEDULE II
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, PURCHASES
INCLUDING MATURITY DATE, ---------------------------------
IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, NUMBER OF PURCHASE
LESSOR, OR SIMILAR PARTY PAR OR MATURITY DATE TRANSACTIONS PRICE
- ----------------------------------- --------------------------------- ------------ ----------------
<S> <C> <C> <C>
*Coventry Corporation Common stock 26 $ 1,080,061
Berger One Hundred Fund Equity mutual fund 90 5,677,944
Fidelity Balanced Fund Mixed fund 93 4,982,198
Fidelity Magellan Fund Equity mutual fund 89 2,237,464
INVESCO Stable Value Fund Fixed income fund 74 3,647,093
PIMCO Total Return Fund Fixed income fund 78 5,366,829
<CAPTION>
SALES
-----------------------------------------------------------
IDENTITY OF ISSUER, BORROWER, NUMBER OF COST OF NET GAIN
LESSOR, OR SIMILAR PARTY TRANSACTIONS SELLING PRICE ASSETS(A) (LOSS)(A)
- ----------------------------------- ------------ -------------- --------- ---------
<S> <C> <C> <C> <C>
*Coventry Corporation 6 $ 47,780
Berger One Hundred Fund 38 317,047
Fidelity Balanced Fund 40 1,967,672
Fidelity Magellan Fund 41 397,628
INVESCO Stable Value Fund 31 273,818
PIMCO Total Return Fund 38 2,585,770
</TABLE>
(a) Historical cost information is not available from the Plan's trustee.
*Represents a party in interest for the six months ended December 31, 1994.
The accompanying notes are an integral part of this schedule.
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<PAGE> 15
The following Exhibit is included herein:
<TABLE>
<CAPTION>
Number Item
- ------ ----
<S> <C>
23.1 Consent of Independent Auditors
</TABLE>
13
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated November 30, 1997 included in this December 31,
1994 Form 11-K, into the Company's previously filed registration statements on
Form S-8 (No. 333-36735 and No. 33-33-81358).
ARTHUR ANDERSEN LLP
Nashville, Tennessee
February 3, 1998
E-1
