HEALTH POWER INC /DE/
8-K, 1998-11-23
HOSPITAL & MEDICAL SERVICE PLANS
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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): November 23, 1998
                                                 (November 20, 1998)


                                HEALTH POWER, INC.                            
           (Exact name of registrant as specified in its charter)


     Delaware                         0-23220                   31-1145640    
(State or other jurisdiction        (Commission               (IRS Employer
of incorporation)                   File Number)            Identification No.)

1209 Orange Street, Wilmington, Delaware                          19801
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:  (302) 658-7581


                                     No Change                                
        (Former name or former address, if changed since last report)




<PAGE>


Item 5.           Other Events.

         The  information  contained in the press release filed as Exhibit 99
is incorporated herein by reference.

Item 7.           Financial Statements and Exhibits.

                  (c)      Exhibits.

Exhibit
No.               Description of Exhibit

99                Press release issued November 20, 1998.



                                   SIGNATURES


         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.


                                            HEALTH POWER, INC.



Date:  November 23, 1998                    By /s/ Ronald J. Wurtz           
                                            ----------------------------------
                                            Ronald J. Wurtz,
                                            Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX


Exhibit
No.               Description of Exhibit

99                Press release issued November 20, 1998.


<PAGE>


                                   EXHIBIT 99


                    HEALTH POWER REPORTS ODHS APPROVAL DENIED
               FOR SALE OF ITS HAMILTON COUNTY MEDICAID MEMBERSHIP

         Columbus,  Ohio,  November 20, 1998. Health Power, Inc. (Nasdaq:  HPWR)
today reported that the Ohio  Department of Human Services (ODHS) has denied its
request for approval of the  previously  announced  sale by the Company's HMO of
its Medicaid  membership  in Hamilton  County,  Ohio, to Dayton Area Health Plan
(DAHP).  ODHS was forced to deny the request after  Medical  Mutual of Ohio gave
notice to ODHS on November 12, 1998,  that Medical  Mutual wished to immediately
withdraw as a Medicaid provider for Hamilton County. Federal regulations require
states to have at least two managed  care plans  operating  in each county where
Medicaid managed care enrollment is mandatory,  such as in Hamilton  County,  in
order for Medicaid  recipients to have adequate choice. If the proposed transfer
to DAHP would have gone  through,  there would have been only one  managed  care
plan in Hamilton County.

         In its denial letter to Dr. Bernard F. Master, Health Power's chairman,
ODHS stated that its "overriding  concern at this point must be the continuation
of the mandatory  enrollment program in Hamilton County.  This mandatory program
has been in operation since April 1995 and we believe that in the best interests
of the enrollees, providers, and the community all possible efforts must be made
to have this program continue."

         Commenting on the denial,  Dr.  Master said,  "This does not change our
intention to exit the HMO business."  Health Power is continuing its discussions
with DAHP regarding possible alternative structures for a transaction that would
allow for ODHS  approval,  as well  pursuing  discussions  with other  potential
purchasers  interested in the Hamilton County Medicaid  market.  However,  these
discussions are all in their  preliminary  stages at this time, and no assurance
can be given that a transaction  will occur in the immediate future with respect
to the HMO's Hamilton County Medicaid membership. In addition,  management is in
serious discussions with a potential purchaser of its Franklin County membership
and its related license.  However, no definitive  agreement has been reached and
the timing of any such agreement is uncertain.

         Except for historical  information,  all other information  provided in
this press release are  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation  Reform  Act  of  1995.  These  "forward-looking
statements"  are subject to  uncertainties  which could cause actual  results to
differ materially from those projected or implied.  The most significant of such
uncertainties  are described in the Company's Form 10-K, Form 8-K, and Form 10-Q
and exhibits to those reports.

         Health Power,  Inc. is a managed care holding  company whose  operating
subsidiaries   are  Health   Power  HMO,   Inc.,   CompManagement,   Inc.,   and
CompManagement Health Systems,  Inc. The HMO provides  comprehensive health care
services to its members and  enrollees in Ohio counties in and around the cities
of Columbus, Dayton, and Cincinnati.

         CompManagement, Inc. and its subsidiary, CompManagement Health Systems,
Inc.,  offer  claims  management,  medical  cost  containment,  and managed care
services  to  employers  with  respect  to  their  workers'   compensation   and
unemployment compensation claims. CompManagement,  Inc. provides its services to
over 13,000  employers  located in all 88 Ohio counties.  CompManagement  Health
Systems, Inc. is a state-certified MCO and provides,  among other things, claims
review and processing for workers'  compensation claims, bill review and payment
with respect to physician  and hospital  charges,  quality  assurance  programs,
medical management, and cost containment services for 19,000 employers in all 88
counties in Ohio.

Contact:  Ronald J. Wurtz or Dr. Bernard F. Master
          of Health Power, Inc., (614) 461-9900.



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