<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, 1996
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, 1996 AND 1995
TABLE OF CONTENTS
<TABLE>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits - December 31, 1996
and 1995 2
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1996
3
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 5
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes-December 31, 1996 12
Schedule II: Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1996 13
</TABLE>
<PAGE> 3
[ARTHUR ANDERSEN LLP LOGO]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Coventry Corporation Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of COVENTRY CORPORATION RETIREMENT SAVINGS PLAN (the "Plan") as of December 31,
1996 and 1995, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996. 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, 1996 an 1995, and the changes in its net assets available for
benefits for the year ended December 31, 1996, 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.
/s/ Arthur Andersen LLP
Nashville, Tennessee
September 12, 1997
-1-
<PAGE> 4
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
CASH $ 67,000 $ --
SCHWAB U.S. TREASURY MONEY FUND 63,009 --
INVESTMENTS:
Coventry Corporation Common Stock 1,982,178 4,032,897
Berger One Hundred Fund 8,391,961 7,327,196
Fidelity Balanced Fund 6,030,308 5,596,705
Fidelity Magellan Fund 13,542,507 11,651,459
INVESCO Stable Value Fund 4,429,729 4,112,503
PIMCO Total Return Fund 3,639,773 3,382,205
Brandywine Fund 568,118 --
Founders Balanced Fund 233,645 --
Harbor Capital Appreciation 383,858 --
Janus Worldwide 737,349 --
Mutual Series Beacon 665,586 --
PBHG Growth 1,051,997 --
Strong Government Securities 287,803 --
Vanguard Asset Allocation 376,698
Loans to participants 1,215,918 1,052,564
------------ ------------
Total Investments 43,537,428 37,155,529
------------ ------------
RECEIVABLES:
Participant contributions 78,118 129,236
Employer contributions 41,175 70,429
------------ -------------
Total Receivables 119,293 199,665
------------ ------------
LIABILITIES:
Net amount due to Coventry Corporation 80,600 --
------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 43,706,130 $ 37,355,194
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 5
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------------
NON-
PARTICIPANT DIRECTED PARTICIPANT DIRECTED
------------------------- -------------------------------------------------------
UNALLOCATED COVENTRY
PAYABLE TO SCHWAB U.S. CORP. BERGER ONE FIDELITY
PLAN TREASURY COMMON HUNDRED BALANCED
CASH SPONSOR MONEY FUND STOCK FUND FUND
-------- ---------- ---------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ -- $ -- $ -- $ 469,266 $ 1,089,574 $ 668,948
Employer -- (80,600) 63,009 189,079 551,479 361,530
-------- ---------- ----------- ----------- ----------- -----------
Total contributions -- (80,600) 63,009 658,345 1,641,053 1,030,478
Transfer from merged plans -- -- -- 2,612 97,885 144,264
Investment Income:
Interest -- -- -- 11,102 15,328 9,169
Net appreciation (depreciation) in
investments 67,000 -- -- (2,314,385) 1,078,406 549,804
-------- ---------- ----------- ----------- ----------- -----------
Total additions 67,000 (80,600) 63,009 (1,642,326) 2,832,672 1,733,715
-------- ---------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Benefit distributions -- -- -- (300,099) (1,202,957) (797,782)
Loans issued to participants -- -- -- (16,231) (147,567) (99,946)
Loan principal repayments -- -- -- 42,861 75,243 50,256
-------- ---------- ----------- ----------- ----------- -----------
Total deductions -- -- -- (273,469) (1,275,281) (847,472)
-------- ---------- ----------- ----------- ----------- -----------
INTERFUND TRANSFERS -- -- -- (153,779) (525,191) (483,592)
-------- ---------- ----------- ----------- ----------- -----------
NET INCREASE 67,000 (80,600) 63,009 (2,069,574) 1,032,200 402,651
BALANCE AT JANUARY 1, 1996 -- -- -- 4,055,200 7,367,719 5,627,657
-------- ---------- ----------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1996 $67,000 $(80,600) $ 63,009 $ 1,985,626 $ 8,399,919 $ 6,030,308
======== ========== =========== =========== =========== ===========
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------
INVESCO
FIDELITY STABLE PIMCO
MAGELLAN VALUE TOTAL RETURN BRANDYWINE
FUND TOTAL FUND FUND SUBTOTAL
------------ ----------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 1,663,201 $ 401,468 $ 470,532 $ 134,308 $ 4,897,297
Employer 870,644 226,180 264,892 69,894 2,516,107
------------ ----------- ----------- --------- ------------
Total contributions 2,533,845 627,648 735,424 204,202 7,413,404
Transfer from merged plans 1,005,989 415,828 58,454 -- 1,725,032
Investment Income:
Interest 21,329 9,636 10,495 1,792 78,851
Net appreciation (depreciation) in
investments 1,363,502 220,077 149,901 1,947 1,116,252
------------ ----------- ----------- --------- ------------
Total additions 4,924,665 1,273,189 954,274 207,941 10,333,539
------------ ----------- ----------- --------- ------------
DEDUCTIONS:
Benefit distributions (1,608,345) (867,327) (507,274) -- (5,283,784)
Loans issued to participants (246,177) (115,588) (91,855) (2,325) (719,689)
Loan principal repayments 99,525 42,153 46,887 9,306 366,231
------------ ----------- ----------- --------- ------------
Total deductions (1,754,997) (940,762) (552,242) 6,981 (5,637,242)
------------ ----------- ----------- --------- ------------
INTERFUND TRANSFERS (1,331,151) (34,124) (154,762) 363,448 (2,319,151)
------------ ----------- ----------- --------- ------------
NET INCREASE 1,838,517 298,303 247,270 578,370 2,377,146
BALANCE AT JANUARY 1, 1996 11,715,896 4,135,247 3,400,911 -- 36,302,630
------------ ----------- ----------- --------- ------------
BALANCE AT DECEMBER 31, 1996 $ 13,554,413 $ 4,433,550 $ 3,648,181 $ 578,370 $ 38,679,776
============ =========== =========== ========= ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
(Continued)
-3-
<PAGE> 6
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Continued)
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------
PARTICIPANT DIRECTED
--------------------------------------------------------------------
FOUNDERS HARBOR MUTUAL
BALANCED CAPITAL JANUS SERIES PBHG
FUND APPRECIATION WORLDWIDE BEACON GROWTH
--------- ------------ --------- -------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 72,602 $ 66,635 $ 152,556 $ 194,483 $ 301,809
Employer 40,269 35,564 78,912 105,070 153,293
--------- --------- ----------- --------- -----------
Total contributions 112,871 102,199 231,468 299,553 455,102
Transfer from merged plans -- -- -- -- --
Investment Income:
Interest 1,434 985 2,705 3,137 3,966
Net appreciation (depreciation) in
investments 1,024 1,704 8,474 21,191 (17,542)
--------- --------- ----------- --------- -----------
Total additions 115,329 104,888 242,647 323,881 441,526
--------- --------- ----------- --------- -----------
DEDUCTIONS:
Benefit distributions -- -- -- -- --
Loans issued to participants (471) (4,535) (1,203) (4,855) (2,983)
Loan principal repayments 5,974 4,434 12,222 14,213 19,234
--------- --------- ----------- --------- -----------
Total deductions 5,503 (101) 11,019 9,358 16,251
--------- --------- ----------- --------- -----------
INTERFUND TRANSFERS 118,794 284,088 495,199 347,259 617,248
--------- --------- ----------- --------- -----------
NET INCREASE 239,626 388,875 748,865 680,498 1,075,025
BALANCE AT JANUARY 1, 1996 -- -- -- -- --
--------- --------- ----------- --------- -----------
BALANCE AT DECEMBER 31, 1996 $ 239,626 $ 388,875 $ 748,865 $ 680,498 $ 1,075,025
========= ========= =========== ========= ===========
<CAPTION>
FUND INFORMATION
-----------------------------------------------------
PARTICIPANT DIRECTED
-----------------------------------------------------
STRONG VANGUARD
GOV. ASSET PARTICIPANT
SECURITIES ALLOCATION LOANS TOTAL
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 40,202 $ 99,218 $ -- $ 5,824,802
Employer 22,077 51,225 -- 3,002,517
--------- --------- --------- ------------
Total contributions 62,279 150,443 -- 8,827,319
Transfer from merged plans -- -- 60,000 1,785,032
Investment Income:
Interest 514 1,638 (93,230) --
Net appreciation (depreciation) in
investments 1,501 1,461 93,230 1,227,295
--------- --------- --------- ------------
Total additions 64,294 153,542 60,000 11,839,646
--------- --------- ----------- ------------
DEDUCTIONS:
Benefit distributions (12) -- (204,914) (5,488,710)
Loans issued to participants (1,377) (5,968) 741,081 --
Loan principal repayments 3,306 7,199 (432,813) --
--------- --------- ----------- ------------
Total deductions 1,917 1,231 103,354 (5,488,710)
--------- --------- ----------- ------------
INTERFUND TRANSFERS 224,604 231,959 -- --
--------- --------- ----------- ------------
NET INCREASE 290,815 386,732 163,354 6,350,936
BALANCE AT JANUARY 1, 1996 -- -- 1,052,564 37,355,194
--------- --------- ----------- ------------
BALANCE AT DECEMBER 31, 1996 $ 290,815 $ 386,732 $ 1,215,918 $ 43,706,130
========= ========= =========== ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
- 4 -
<PAGE> 7
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
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. Two
additional subsidiaries' plans, Southern Health and Healthcare USA, were
merged into the Plan during 1996.
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, are eligible to participate.
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.
-5-
<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 1996
and 1995, 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. During 1996, the Company determined an excess matching
contribution equal to approximately $80,600 was made in error to
employees. This amount will be used to reduce future employer
contributions. The Company is still in process of allocating the amount to
individual participant accounts, and therefore the payable from the Plan
to the Company has not been allocated in the accompanying financial
statements.
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>
FORFEITED ACCOUNTS
At December 31, 1996 and 1995, forfeited nonvested accounts totaled
$680,353 and $329,633, respectively. These accounts will be used to reduce
future employer contributions. During 1996 and 1995, 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
were effective January 1, 1996.
-6-
<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 fourteen 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.
-7-
<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.
BRANDYWINE FUND
This fund seeks long-term capital appreciation by investing in
profitable companies with strong earnings momentum. The fund invests
primarily in corporate stock.
FOUNDERS BALANCED FUND
This fund seeks to earn current income and capital appreciation. It
invests in dividend-paying stocks of established companies,
government and corporate bonds.
HARBOR CAPITAL APPRECIATION
This fund seeks long-term growth of capital by investing primarily in
a portfolio of equity securities of established companies with above
average prospects for growth.
JANUS WORLDWIDE
This fund invests primarily in stocks of foreign and domestic
issuers.
MUTUAL SERIES BEACON
This fund invests primarily in common stock, preferred stock and debt
securities. The principal objective of the fund is capital
appreciation. Its secondary objective is income.
PBHG GROWTH
This fund invests in companies believed by its investment advisor to
have an outlook for strong growth in earnings and the potential for
significant capital appreciation.
STRONG GOVERNMENT SECURITIES
This fund seeks a high level of current income by investing in U.S.
government securities.
-8-
<PAGE> 11
VANGUARD ASSET ALLOCATION
This fund seeks to maximize total return while exhibiting less risk
than a portfolio consisting entirely of equities. The fund allocates
assets among a common stock portfolio, a bond portfolio and a 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
rates at December 31, 1996 ranged from 8.25% to 10.00%.
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.
-9-
<PAGE> 12
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 $271,211 and $54,670 in
1996 and 1995, respectively.
3. INVESTMENTS
The values of individual assets that represent 5% or more of the Plan's
net assets as of December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1996:
BERGER ONE HUNDRED FUND $ 8,391,961
FIDELITY BALANCED FUND 6,030,308
FIDELITY MAGELLAN FUND 13,542,503
INVESCO STABLE VALUE FUND 4,429,729
PIMCO TOTAL RETURN FUND 3,639,773
1995:
Coventry Corporation Common Stock $ 4,032,897
Berger One Hundred Fund 7,327,196
Fidelity Balanced Fund 5,596,705
Fidelity Magellan Fund 11,651,459
INVESCO Stable Value Fund 4,112,503
PIMCO Total Return Fund 3,382,205
</TABLE>
4. TAX STATUS
The Plan has received a favorable determination letter dated November 21,
1995 from the Internal Revenue Service. The Plan has subsequently been
amended. 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 years ended December 31, 1996 and 1995.
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.
-10-
<PAGE> 13
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 EVENT
Subsequent to the Plan's year end, 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.
-11-
<PAGE> 14
SCHEDULE I
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<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 CURRENT VALUE
---------------------------- -------------------------------- -------------- ---------------
<S> <C> <C> <C>
* Coventry Corporation Common stock $ 3,672,182 $ 1,982,178
Berger One Hundred Fund Equity mutual fund 7,973,551 8,391,961
Fidelity Balanced Fund Mixed fund 4,630,516 6,030,308
Fidelity Magellan Fund Equity mutual fund 10,791,318 13,542,507
INVESCO Stable Value Fund Fixed income fund 4,426,604 4,429,729
PIMCO Total Return Fund Fixed income fund 3,498,158 3,639,773
Brandywine Fund Equity mutual fund 555,654 568,118
Founders Balanced Fund Mixed fund 243,454 233,645
Harbor Capital Appreciation Equity mutual fund 387,311 383,858
Janus Worldwide Equity mutual fund 766,973 737,349
Mutual Series Beacon Mixed fund 685,252 665,586
PBGH Growth Equity mutual fund 1,056,206 1,051,997
Strong Government Securities U.S. government bond fund 287,664 287,803
Vanguard Asset Allocation Mixed fund 387,111 376,698
* Participant Loans Varying terms and interest rates
ranging from 8.25% to 10.00%
1,215,918 1,215,918
-------------- --------------
$ 40,557,872 $ 43,537,428
============== ==============
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
-12-
<PAGE> 15
SCHEDULE II
COVENTRY CORPORATION
RETIREMENT SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<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>
Berger One Hundred Fund Equity mutual fund 239 $ 3,535,579
Fidelity Magellan Fund Equity mutual fund 1 2,014,677
Fidelity Magellan Fund Equity mutual fund 240 4,450,617
<CAPTION>
DESCRIPTION OF INVESTMENT, SALES
INCLUDING MATURITY DATE, ----------------------------------------------------------------
IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, NUMBER OF
LESSOR, OR SIMILAR PARTY PAR OR MATURITY DATE TRANSACTIONS SELLING PRICE COST OF ASSETS NET GAIN (LOSS)
- ----------------------------- ----------------------------- ------------ -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Berger One Hundred Fund Equity mutual fund 237 $ 2,575,840 $ 2,407,505 $ 168,335
Fidelity Magellan Fund Equity mutual fund -- -- -- --
Fidelity Magellan Fund Equity mutual fund 286 3,511,993 3,721,696 (209,703)
</TABLE>
The accompanying notes are an integral part of this schedule.
-13-
<PAGE> 16
The following Exhibit is included herein:
<TABLE>
<CAPTION>
Number Item
- ------ ----
<S> <C>
23.1 Consent of Independent Auditors
</TABLE>
14
<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 September 12, 1997 included in this December 31,
1996 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
