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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _________
COMMISSION FILE NUMBER: 1-12718
FOUNDATION HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4288333
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)
21650 OXNARD STREET, WOODLAND HILLS, CA 91367
(Address of principal executive offices) (Zip Codes)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 676-6978
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Class A Common Stock, $.001 par value New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (x) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of the voting stock held by non-affiliates
of the registrant at March 29, 1999 was $1,290,838,444 (which represents
116,685,961 shares of Class A Common Stock held by such non-affiliates
multiplied by $11.0625, the closing price of such stock on the New York Stock
Exchange on March 29, 1999).
The number of shares outstanding of the registrant's Class A Common
Stock as of March 12, 1999 was 117,200,785 (excluding 3,194,374 shares held as
treasury stock), and 5,047,642 shares of the registrant's Class B Common Stock
were outstanding as of such date.
DOCUMENTS INCORPORATED BY REFERENCE:
Part II of this Form 10-K incorporates by reference certain information
from the registrant's Annual Report to Stockholders for the year ended December
31, 1998 ("Annual Report to Stockholders"). Part III of this Form 10-K
incorporates by reference certain information from the registrant's definitive
proxy statement to be filed with the Securities and Exchange Commission within
120 days after the close of the year ended December 31, 1998.
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FOUNDATION HEALTH SYSTEMS, INC.
Foundation Health Systems, Inc. hereby amends its Annual Report on Form
10-K for the year ended December 31, 1998 to restate the number of outstanding
shares of Class A Common Stock and to restate the market value and number of
shares of voting stock held by non-affiliates, as set forth on the front cover
of the Annual Report on Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly authorized, on the 9th
day of April, 1999.
FOUNDATION HEALTH SYSTEMS, INC.
By: /s/ Steven P. Erwin
------------------------------------------------
Steven P. Erwin
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)
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