FOUNDATION HEALTH SYSTEMS INC
8-K, 1997-08-04
INSURANCE CARRIERS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):  July 21, 1997


                         FOUNDATION HEALTH SYSTEMS, INC.
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
              ----------------------------------------------------
                 (State or other jurisdiction of incorporation)


          1-12718                                        95-4288333
- ---------------------------                  ---------------------------------
 (Commission File Number)                    (IRS Employer Identification No.)


              21600 Oxnard Street, Woodland Hills, California 91367
- --------------------------------------------------------------------------------
                     (Address of principal executive office)


     Registrant's telephone number, including area code:  (818) 719-6775


                                 Not applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





                                                                 Page 1 of   6
                                                                           -----
                                          Exhibit Index is located at Page   4
                                                                           -----


                                        1

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Item 5.        OTHER EVENTS.

               On July 21, 1997 and August 1, 1997, the Registrant issued the
press releases attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively,
which press releases are incorporated by reference herein.


Item 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

               (c)  EXHIBITS

                    Item No.                           Exhibit Index
                    --------                 ---------------------------------

                    99.1                     Press release issued July 21, 1997
                                             by the Registrant.

                    99.2                     Press release issued August 1, 1997
                                             by the Registrant.


                                        2

<PAGE>

                                    SIGNATURE


          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.

                                        FOUNDATION HEALTH SYSTEMS, INC.


                                        By:
                                            -------------------------------
                                            Jeffrey L. Elder
                                            Senior Vice President, and
                                            Chief Financial Officer



Dated: August 1, 1997


                                        3

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                                  EXHIBIT INDEX

Exhibit Number                     Description                        Page No.
- --------------                     -----------                        --------

     99.1                Press release issued July 21, 1997               5

     99.2                Press release issued August 1, 1997              6


                                        4


<PAGE>

                                                                Exhibit 99.1


DANIEL D. CROWLEY RESIGNS FROM FHS BOARD

    LOS ANGELES, JULY 21, 1997 - Foundation Health Systems, Inc. (NYSE-FHS) 
today announced that Daniel D. Crowely has resigned from the company's Board 
of Directors, effective July 16, 1997. FHS was formed by the April 1, 1997 
merger involving Foundation Health Corporation (FHC) and Health Systems 
International, Inc. (HSI).

    Under the company's by-laws, the five FHS board members who were FHC 
board members prior to the merger will nominate an individual to replace 
Mr. Crowley.

    I have enjoyed working with the FHS Board of Directors for the last few 
months as we worked to bring the two companies together, said Daniel D. 
Crowley. FHS is now well positioned to become one of the nation's leading 
managed care organizations, and now I am anxious to move on and focus my 
energies on new challenges.

    On behalf of the company, I want to thank Dan for his dedicated service 
in building Foundation Health Corporation, said Malik M. Hasan, M.D., 
chairman and chief executive officer of FHS. We wish him the very best in 
the future.

    FHS is the nation's fourth-largest publicly traded managed health care 
company. Its mission is to enhance quality of life for its customers by 
offering products distinguished by their quality, service and affordability. 
The company's HMO, insured PPO and government contracts subsidiaries provide 
health benefits to nearly five million individuals in 17 states through 
group, individual, Medicare risk, Medicaid and CHAMPUS programs. FHS 
subsidiaries also offer managed health care products related to workers' 
compensation, PPO networks, behavioral health, dental, vision and 
prescription drugs, and offer managed health care product coordination for 
multi-region employers and administrative services for medical groups and 
self-funded benefits programs.

                                 #    #    #

FHS Media Contact:        Kurt Davis
(916)631-5288
[email protected]

FHS Investor Contact:    David Olson
(818)719-6978
[email protected]


<PAGE>

                                                                Exhibit 99.2


                FHS BOARD WITHDRAWS CROWLEY NOMINATION

    LOS ANGELES, August 1, 1997 - Foundation Health Systems, Inc. (NYSE:FHS) 
today announced that its Board of Directors has withdrawn the nomination of 
Daniel D. Crowley to be elected to the FHS Board at the company's upcoming 
1997 annual stockholders meeting. The Board took this action in connection 
with Mr. Crowley's recent resignation from the FHS Board.

    FHS is the nation's fourth-largest publicly traded managed health care 
company. Its mission is to enhance quality of life for its customers by 
offering products distinguished by their quality, service and affordability. 
The company's HMO, insured PPO and government contracts subsidiaries provide 
health benefits to nearly five million individuals in 17 states through 
group, individual, Medicare risk, Medicaid and CHAMPUS programs. FHS 
subsidiaries also offer managed health care products related to workers' 
compensation, PPO networks, behavioral health, dental, vision and 
prescription drugs, and offer managed health care product coordination for 
multi-region employers and administrative services for medical groups and 
self-funded benefits programs. 

                                 #    #    #

FHS Media Contact:       Kurt Davis
(916) 631-5288
[email protected]

FHS Investor Contact:    David Olson
(818) 719-6978
[email protected]



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