FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 19, 1997
FOHP, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-25944 22-3314813
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
3501 State Highway 66
Neptune, New Jersey 07753
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (908)842-5000
2 Bridge Avenue
Building 6
Red Bank, New Jersey 07701-1106
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
The Board of Directors (the "Board of Directors") of FOHP, Inc. ("FOHP")
has appointed Robert W. Birnbaum as President and Chief Executive Officer of
FOHP. Mr. Birnbaum succeeds Donald Parisi, who had been serving as acting
President and Chief Executive Officer of FOHP since December 1996. Mr. Parisi
has resumed his duties as FOHP's General Counsel.
From 1972 to 1991, Mr. Birnbaum served as President and Chief Executive
Officer of HIP/Rutgers Health Plan, Inc. He has served as a Professor of Health
Care at Rutgers University since 1972 and was President of the Princeton
HealthCare Group, an industry consulting firm, from 1991 until accepting the
position as President and Chief Executive Officer of FOHP.
In addition, the Board of Directors recently elected Douglas C. Werner and
B. Curtis Westen to serve as directors. Messrs. Werner and Westen were
designated by Foundation Health Systems, Inc. ("FHS"), a Delaware corporation
which recently purchased convertible debentures from FOHP in the aggregate
principal amount of $51,701,120.38 (the "Debentures"). FHS is entitled to
designate at least fifteen percent (15%) of the Board of Directors of FOHP for
so long as it holds the Debentures. In the event FHS converts the Debentures,
FHS shall have the right to designate such number of directors on the Board of
Directors as equals at least the same percentage of all directors on the Board
of Directors as is represented by the percentage ownership by FHS of all the
then outstanding Common Stock of FOHP. With the addition of Mr. Werner and Mr.
Westen, the Board of Directors of FOHP is now comprised of twelve (12)
directors.
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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.
FOHP, Inc.
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(Registrant)
By: /s/ Donald Parisi
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Donald Parisi
Senior Vice President, Secretary
and General Counsel
Date: June 11, 1997
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