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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )
FOHP, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
N/A
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(CUSIP Number)
Saint Barnabas Corporation
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(Names of Person Filing Statement)
David A. Mebane, Esq.
Vice President for Legal Affairs
Saint Barnabas Corporation
94 Old Short Hills Road
Livingston, New Jersey 07039
(201) 533-5609
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 31, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box |_|.
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SCHEDULE 13D
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CUSIP No. N/A Page 2 of 8 Pages
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1 | NAME OF REPORTING PERSON Saint Barnabas Corporation
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
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|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
| (b) |X|
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS*
|
| WC, 00
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e)
| |_|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| NEW JERSEY
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| 7 | SOLE VOTING POWER
| |
| | 33,335
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | 173,342
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 33,335
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 173,342
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 206,677
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
| SHARES
| |_|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
| 9.2%
|
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14 | TYPE OF REPORTING PERSON
| HC
|
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Page 3 of 8
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
Common Stock, par value $.01 per share ("Common Stock"), and the issuer of such
securities is FOHP, Inc. ("FOHP"). The address of the principal executive
offices of FOHP is 3501 State Highway 66, Neptune, New Jersey 07753.
Item 2. Identity and Background.
(a) The name of the corporation filing this statement is Saint Barnabas
Corporation ("St. Barnabas" or the "Corporation").
(b) St. Barnabas is a nonprofit corporation organized under the laws of
the State of New Jersey. St. Barnabas does not have any members and is governed
by a Board of Trustees.
(c) The principal business of St. Barnabas is:
(i) to establish, develop, sponsor, promote and/or conduct
educational programs, scientific research, treatment facilities, hospitals,
rehabilitation centers, housing centers, consulting and management services,
human services programs, and other charitable activities devoted to improving
and protecting the health and welfare of all persons, including providing
opportunities to restore, reclaim or aid persons suffering from physical, mental
or emotional disabilities, providing access to community resources aimed at
promoting life and health, and providing assistance to persons with the aim of
leading full and meaningful lives;
(ii) to sponsor, develop, promote and encourage public
participation in public services and programs in the State of New Jersey, which
are charitable, scientific or educational;
(iii) to own or operate facilities or own other assets for
public use and the public's health and welfare;
(iv) to solicit support for the Corporation's activities from
the public generally and through a Board of Trustees which is broadly
representative of the public and the community which the Corporation serves;
(v) to promote, by donation, loan or otherwise, the interests
of any not-for-profit and federally tax-exempt organizations which are
affiliated with the Corporation, the purposes of which are not inconsistent with
those of the Corporation;
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(vi) to own, lease or otherwise deal with all property, real
and personal, to be used in furtherance of the business purposes set forth in
subparagraphs (i) through (v);
(vii) to contract with other organizations, for-profit and
not-for-profit, with individuals, and with governmental agencies, in furtherance
of the business purposes set forth in subparagraphs (i) through (v);
(viii) to otherwise operate exclusively for charitable,
scientific or educational purposes within the meaning of Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"), in the course of
which operation:
(A) no part of the net earnings of the
Corporation shall inure to the benefit of, or
be distributable to, its members, trustees,
officers, or other persons, except that the
Corporation shall be authorized and empowered
to pay reasonable compensation for services
rendered and to make payments and
distributions in furtherance of the purposes
set forth herein;
(B) no substantial part of the activities of the
Corporation shall be the carrying on of
propaganda, or otherwise attempting to
influence legislation, and the Corporation
shall not participate in, or intervene in
(including the publishing or distribution of
statements) any political campaign on behalf
of any candidate for public office except as
authorized under the Code; and
(C) the Corporation shall not carry on any other
activities not permitted to be carried on (1)
by a corporation exempt from federal income
tax under Section 501(c)(3) of the Code (or
the corresponding provision of any future
United States Internal Revenue Law) or (2) by
a corporation, contributions to which are
deductible under Section 170(c)(2) of the
Code (or the corresponding provision of any
future United States Internal Revenue Law).
The address of St. Barnabas' principal executive offices is 94 Old
Short Hills Road, Livingston, New Jersey 07039. The principal business of St.
Barnabas is conducted at its principal executive offices.
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(d) The name, address, present principal occupation or employment, and
citizenship of each trustee and executive officer of St. Barnabas are set forth
on Schedule A attached hereto. In addition, the name, principal business and
address of the present employer of each trustee and executive officer of St.
Barnabas, if any, are set forth on Schedule A attached herein.
(e) During the last five years, neither St. Barnabas, nor, to the best
knowledge of St. Barnabas, any person listed on Schedule A attached hereto, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In December 1993, St. Barnabas, on behalf of Saint Barnabas Medical
Center, purchased 33,335 shares of capital stock from First Option Health Plan
of New Jersey, Inc. ("FOHP-NJ"), a New Jersey health maintenance organization
("HMO") and the predecessor of FOHP, for an aggregate purchase price of
$500,000. St. Barnabas used working capital to purchase the capital stock from
FOHP-NJ. In June 1995, FOHP-NJ consummated a reorganization (the
"Reorganization"), pursuant to which each shareholder of FOHP-NJ received one
share of FOHP Common Stock-NJ, par value $.01 per share ("Common Stock-NJ"), for
each share of FOHP-NJ capital stock owned by the shareholder. As a result of the
Reorganization, FOHP-NJ became a wholly-owned subsidiary of FOHP and St.
Barnabas received 33,335 shares of Common Stock-NJ. In April 1997, FOHP effected
a recapitalization (the "Recapitalization") pursuant to which each outstanding
share of Common Stock-NJ automatically converted into one share of Common Stock.
As a result of the Recapitalization, the 33,335 shares of Common Stock-NJ held
by St. Barnabas automatically converted into 33,335 shares of Common Stock.
In 1993, St. Barnabas expanded the Saint Barnabas Health Care System to
include Union Hospital. As a result, St. Barnabas became the sole member of
Union Hospital. Union Hospital currently is a provider in the FOHP-NJ provider
network and owns 13,334 shares of Common Stock.
In May and June of 1996, St. Barnabas further expanded the Saint
Barnabas Health Care System to include six (6) new hospitals, five (5) of which
are providers in the FOHP-NJ provider network and own, either directly or
through an affiliate, shares of FOHP Common Stock (the "FOHP Affiliated
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Hospitals"). As a result of the expansion, St. Barnabas became the sole member
of each of the FOHP Affiliated Hospitals. The FOHP Affiliated Hospitals, and the
number of shares of Common Stock owned by them, either directly or indirectly,
are as follows: Community Medical Center - 33,335 shares; Irvington General
Hospital - 13,334 shares; Kimball Medical Center - 33,335; Monmouth Medical
Center - 33,335 shares; and Newark Beth Israel Medical Center - 33,335 shares.
In December 1996, St. Barnabas again expanded the Saint Barnabas Health
Care System to include West Hudson Hospital. As a result, St. Barnabas became
the sole member of West Hudson Hospital. West Hudson Hospital currently is a
provider in the FOHP-NJ provider network and owns 13,334 shares of Common Stock.
Each hospital affiliated with St. Barnabas disclaims any beneficial
interest in the shares of Common Stock held by St. Barnabas and the other
hospitals affiliated with St. Barnabas.
Item 4. Purpose of Transaction.
For the purpose of funding FOHP-NJ's obtainment of a certificate of
authority to operate as an HMO in New Jersey and for the purpose of obtaining
representation on the Board of Directors of FOHP-NJ, in December 1993, St.
Barnabas, on behalf of Saint Barnabas Medical Center, purchased 33,335 shares of
FOHP-NJ capital stock for $500,000. In connection with the Reorganization, St.
Barnabas received 33,335 shares of Common Stock-NJ for its shares of FOHP-NJ
capital stock. As a result of the Recapitalization, the 33,335 shares of Common
Stock-NJ held by St. Barnabas automatically converted into 33,335 shares of
Common Stock in April 1997.
In 1993, St. Barnabas became the sole member of Union Hospital, which
currently owns 13,334 shares of Common Stock. In 1996, St. Barnabas expanded the
Saint Barnabas Health Care System to include the FOHP Affiliated Hospitals and
West Hudson Hospital. As a result, St. Barnabas now beneficially owns 206,667
shares of Common Stock, representing 9.2% of the currently outstanding shares of
Common Stock.
St. Barnabas may, in the future, add additional New Jersey hospitals to
the Saint Barnabas Health Care System, which may or may not own shares of FOHP
Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) St. Barnabas beneficially owns 206,667 shares of Common Stock,
representing 9.2% of the currently outstanding Common Stock.
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(b) St. Barnabas, on behalf of Saint Barnabas Medical Center, directly
owns 33,335 shares of Common Stock for which it has the sole power to vote and
dispose. St. Barnabas shares voting and dispositive power over 173,342 shares of
Common Stock that are owned by the member hospitals in the Saint Barnabas Health
Care System.
(c) On December 31, 1996, St. Barnabas expanded the Saint Barnabas
Health Care System to include West Hudson Hospital. As a result, St. Barnabas
became the sole member of West Hudson Hospital. West Hudson Hospital currently
is a provider in the FOHP-NJ provider network and owns 13,334 shares of Common
Stock.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except for the provisions in FOHP's Certificate of Incorporation and
By-laws with respect to Common Stock and the holders thereof, to the knowledge
of St. Barnabas, there are no contracts, arrangements or relationships among the
persons named in Item 2. and between such persons and any person with respect to
any securities of FOHP. A copy of FOHP's Certificate of Incorporation and a copy
of FOHP's By-Laws were filed with the Securities and Exchange Commission as
exhibits to FOHP's Registration Statement on Form 8-A (effective date July 10,
1997).
Item 7. Material to be Filed as Exhibits.
Inapplicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 16, 1997
Saint Barnabas Corporation
By: /s/ Barry Ostrowsky
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(signature)
Barry Ostrowsky
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(print name)
Sr. Vice President and
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General Counsel
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(title)
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<TABLE>
<CAPTION>
SCHEDULE A
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NAME AND BUSINESS PRINCIPAL OCCUPATION
OFFICE HELD ADDRESS OR EMPLOYMENT CITIZENSHIP
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<S> <C> <C> <C>
Vincent J. Apruzzese 25 Independence Blvd. Attorney at Law USA
Vice Chairman & Trustee P.O. Box 112 Apruzzese, McDermott, Mastro & Murphy
Liberty Corner, NJ 07938 (provider of legal services)
Doris L. Beck 31 Vanderbilt Drive Retired USA
Trustee Livingston, NJ 07039 *
Tony Bonjavanni 1261 Shaffer Avenue Retired USA
Trustee Roselle, NJ 07203 *
Joseph Buckelew 231 Main Street Chairman of the Board USA
Trustee Toms River, NJ 08753 Commerce National Insurance Company
(insurance agency)
John S. Chalsty 277 Park Avenue President & Chief Executive Officer USA
Trustee New York, NY 10172 Donaldson, Lufkin & Jenrette, Inc.
(provider of financial and related
services)
Ronald J. Del Mauro 94 Old Short Hills Road President & Chief Executive Officer USA
President & Trustee Livingston, NJ 07039 Saint Barnabas Corporation
Lewis Eisenberg 126 East 56th Street Investment Manager - Co-Chairman USA
Trustee New York, NY 10022 Granite Capital International Group
(provider of management services to
hedge funds and limited partnerships)
John Ernst, III 52 Hyers Street President USA
Trustee P.O. Box 391 Ernst, Ernst & Lissenden
Toms River, NJ 08753 (consulting engineers and surveyors)
Albert R. Gamper, Jr. 650 CIT Drive President & Chief Executive Officer USA
Chairman & Trustee Livingston, NJ 07039 The CIT Group, Inc.
(provider of financial services)
LeRoy Herbert 1111 Channel Club Tower Retired USA
Trustee Monmouth Beach, NJ 07750 *
John N. Hopkins 614 Kearny Avenue Executive Vice President & Treasurer USA
Trustee Kearny, NJ 07032 Kearny Federal Savings Bank
(Provider of banking services)
Roy Kay, Jr. 55 Union Blvd. Senior Vice President USA
Trustee Totowa, NJ 07512 Great Falls Bank
(provider of banking services)
Thomas E. Kelaher 204 Court House Lane Partner USA
Vice Chairman & Trustee CN 2028 Kelaher, Garvey, Ballou & Van Dyke
Toms River, NJ 08753 (provider of legal services)
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NAME AND BUSINESS PRINCIPAL OCCUPATION
OFFICE HELD ADDRESS OR EMPLOYMENT CITIZENSHIP
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<S> <C> <C> <C>
Harold E. Kennedy 25 Colonial Drive Retired USA
Secretary & Truste Convent Station, NJ 07960 *
Thomas P. Kiely 218 North Fifth Avenue President USA
Trustee P.O. Box 507 Thomas Procter Company
Long Branch, NJ 07740 (provider of utility work)
Richard J. Kogan One Giralda Farms President & Chief Executive Officer USA
Treasurer & Trustee Madison, NJ 07940-1000 Schering-Plough Corporation
(pharmaceutical products)
Stephen Lane 231 Main Street Insurance Broker USA
Trustee Toms River, NJ 08753 Buckelew & Associates
(provider of all types of insurance)
Martin Levin 321 N. Wyoming Avenue Retired USA
Trustee Apartment 3D
South Orange, NJ 07079 *
William B. McGuire Four Gateway Center Attorney at Law USA
Trustee 100 Mulberry Street Tompkins, McGuire & Wachenfeld
Newark, NJ 07102-4070 (provider of legal services)
Robert Marks 2 Sherwood Road Retired USA
Trustee Short Hills, NJ 07078 *
John P. Meyerholz 101 Murray Street, 4th Floor President & Chief Executive Officer USA
Trustee New York, NY 10007-2165 International Insurance Society, Inc.
(nonprofit trade association)
Mark Olesnicky, M.D. 94 Old Short Hills Road President, Medical Staff USA
Trustee Livingston, NJ 07039 Saint Barnabas Medical Center
Richard O'Neill One Elizabethtown Plaza Senior Vice President USA
Trustee Union, NJ 07083 Elizabethtown Gas Company
(provider of gas to residences)
Mark D. Pilla 99 Highway 37 West President & Chief Executive Officer USA
Trustee Toms River, NJ 08755 Community Medical Center and
Kimball Medical Center
Raymond Shea 2105 West County Line Road Attorney at Law USA
Trustee Jackson, NJ 08527 Levin, Shea & Pfeffer, PA
(provider of legal services)
David Sickel Route 88 President and Owner USA
Trustee Lakewood, NJ 08701 Pine Belt Chevrolet
(automobile dealership)
Morton A. Siegler 19 Elba Avenue Partner USA
Trustee Hapatcong, NJ 07843 Morton A. Siegler Associates
(real estate developer)
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NAME AND BUSINESS PRINCIPAL OCCUPATION
OFFICE HELD ADDRESS OR EMPLOYMENT CITIZENSHIP
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<S> <C> <C> <C>
Kenneth A. Yarnell, Jr. 17 S. Beechcroft Road Chairman USA
Trustee Short Hills, NJ 07078 Beechwood Capital Corporation
(investment/money management firm)
</TABLE>
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* Residential Address
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