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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): June 16, 1997
FOUNDATION HEALTH SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-12718 95-4288333
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(Commission File Number) (IRS Employer Identification No.)
21600 Oxnard Street, Woodland Hills, California 91367
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(Address of principal executive office)
Registrant's telephone number, including area code: (818) 719-6775
Not applicable
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(Former name or former address, if changed since last report)
Page 1 of 9
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Exhibit Index is located at Page 4
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Item 5. OTHER EVENTS.
On June 16, 1997 and June 17, 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
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99.1 Press release issued June 16, 1997
by the Registrant.
99.2 Press release issued June 17, 1997
by the Registrant.
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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:
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Jeffrey L. Elder
Senior Vice President, and
Chief Financial Officer
Dated: June 17, 1997
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EXHIBIT INDEX
Exhibit Number Description Page No.
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99.1 Press release issued June 16, 1997 5
99.2 Press release issued June 17, 1997 8
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Contacts at Foundation Health Systems: Investors: David Olson
(818) 719-6978
HTTP://WWW.FHS.COM
[email protected]
Media: Kurt Davis
(916) 631-5288
[email protected]
FOUNDATION HEALTH SYSTEMS, INC.
ANNOUNCES CASH TENDER OFFER
FOR 7 3/4% SENIOR NOTES DUE 2003
LOS ANGELES, JUNE 16, 1997 -- Foundation Health Systems, Inc. (NYSE:FHS)
today announced the commencement by Foundation Health Corporation, its wholly
owned subsidiary (FHC), of a cash tender offer for any and all of the $125
million outstanding principal amount of the 7 3/4% Senior Notes due 2003 of FHC.
The purchase price to be paid for each tendered Note will be based on a
fixed spread of 25 basis points over the yield of the 6 1/4% U.S. Treasury Notes
due February 15, 2003 as of 2:00 P.M., New York City time, on June 25, 1997,
plus accrued and unpaid interest to the applicable settlement date.
Consummation of the tender offer is subject to the condition that at least
$62,500,000 in aggregate principal amount of Notes are validly tendered and not
withdrawn as of 5:00 P.M., New York City time, on June 26, 1997. By 1:00 P.M.
on June 27, 1997, FHC will
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publicly announce by press release whether such condition has been satisfied.
If such condition is not satisfied, FHC reserves the right and currently intends
to terminate the Offer. The settlement date for Notes tendered by 5:00 P.M.,
New York City time, on June 26, 1997, will be June 30, 1997. The offer will
expire on July 11, 1997.
As a related matter, but not as a condition of the tender offer, FHC is
also soliciting consents to eliminate substantially all of the restrictive
covenants and certain default provisions in the Indenture for the Notes.
Holders who tender their Notes in the offer will be required to consent to the
proposed amendments. However, consummation of the offer is not subject to any
requirement that the proposed amendments be adopted.
For additional information regarding the pricing, tender and delivery
procedures and conditions of the offer and consent solicitation, reference is
made to the Offer to Purchase and related transmittal documents, copies of which
can be obtained from D.F. King, the information agent for the offer.
NationsBanc Capital Markets, Inc. is the dealer manager for the offer and
consent solicitation.
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
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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.
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[FHS LETTERHEAD]
NEWS
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RELEASE
FHS Media Contact: Kurt Davis
(916) 631-5288
[email protected]
FHS Investor Contact: David Olson
(818) 719-6978
[email protected]
FHS'S APRIL EARNINGS ARE $.16 PER SHARE
BEFORE MERGER-RELATED EXPENSES
LOS ANGELES, June 17, 1997 -- Foundation Health Systems, Inc. (NYSE:FHS)
today reported results for the month of April, 1997. This unusual reporting
period was created as a consequence of the April 1, 1997 pooling of interests
merger involving Foundation Health Corporation (FHC) and Health Systems
International, Inc. (HSI) which created FHS.
Excluding the effects of merger-related expenses, net income for April was
$19.5 million or $.16 per share.
The month's results include revenues of $637.3 million, $649.2 million in
expenses, an $11.9 million pre-tax loss, and a net loss of $7.6 million, or $.06
per share. Included in April's expenses are $43 million in transaction costs
related to the merger described above. Substantial additional merger-related
charges are expected to be reported as part of FHS's second quarter results.
In addition, the company reiterated that its cash tender offer for any and
all of its FHC subsidiary's $125 million outstanding principal amount of the
7 3/4% Senior Notes due 2003
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commenced on Friday, June 13, 1997. The purchase price to be paid for each
tendered Note will be based on the yield of 6 1/4% U.S. Treasury Notes due
February 15, 2003 as of 2:00 P.M. New York City time, on June 27, 1997, not June
25 as previously reported.
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.
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