HEALTH POWER INC /DE/
8-K, 1998-07-15
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): July 15, 1998


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


            Delaware                    0-23220               31-1145640
- -------------------------------         -------               ----------
(State or other jurisdiction of       (Commission            (IRS Employer
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>   2

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 July 15, 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:  July 15, 1998                    By /s/ Bernard F. Master, D.O.
                                          --------------------------------------
                                          Bernard F. Master, D.O., President
                                            and Chief Executive Officer

<PAGE>   3

                                  EXHIBIT INDEX


Exhibit
No.               Description of Exhibit
- -------           ----------------------

99                Press release issued June 15, 1998.


<PAGE>   1


                                   EXHIBIT 99


              HEALTH POWER, INC. REPORTS ITS HMO SUBSIDIARY PLACED
                    UNDER SUPERVISION BY THE OHIO DEPARTMENT
                    OF INSURANCE AND HMO SUBSIDIARY FOR SALE

         COLUMBUS, Ohio, July 15 /PRNewswire/ -- Health Power, Inc. (Nasdaq:
HPWR) today announced that effective as of July 13, 1998, the Company's HMO
subsidiary, Health Power HMO, Inc., was placed under supervision by the Ohio
Department of Insurance because of the subsidiary's failure to meet Ohio's
minimum statutory net worth requirements for health insuring corporations. The
Company also reported that its Board of Directors has authorized management to
heighten efforts to divest the Company's HMO subsidiary.

         Dr. Bernard Master, Chief Executive Officer and President, commented,
"Although management has previously explored the potential sale of the HMO, our
Board has now publicly committed to explore all opportunities for divestiture of
our HMO operations." Dr. Master went on to say, "Our Board believes that
stockholder value will be best served if the Company focuses its efforts on the
Company's profitable subsidiaries, CompManagement, Inc. and CompManagement
Health Systems, Inc."

         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, which is authorized to conduct
business in 19 Ohio counties, provides comprehensive health care services to its
members and enrollees in and around the cities of Columbus, Dayton and
Cincinnati. As of July, 1998, 92% of the HMO's enrollees were participants in
Ohio's Medicaid program.

         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.

         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.


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