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):
July 13, 1998
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 jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) 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: (732) 918-6700
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant.
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On July 13, 1998, the Audit and Finance Committees (the "Committees")
of FOHP, Inc. (the "Company") approved the appointment of Deloitte & Touche LLP
("Deloitte") as the Company's independent accountants for the year ending
December 31, 1998. Deloitte replaces Ernst & Young LLP ("Ernst & Young") as the
Company's independent accountants. The change of independent accountants was
made in connection with the acquisition by Foundation Health Systems, Inc., a
Delaware corporation formerly known as Health Systems International, Inc.
("FHS"), of approximately 98% of the outstanding equity of the Company. FHS
currently engages Deloitte as its independent accountants. The Committees and
FHS determined that only one independent accounting firm should be engaged by
FHS and its subsidiaries so that there is a consistent and efficient review of
the individual and consolidated financial statements of FHS and its
subsidiaries, including the Company.
During the Company's engagement of Ernst & Young, the Company and Ernst
& Young did not have any disagreements over any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
In connection with Ernst & Young's audit of the Company's financial
statements for the year ended December 31, 1996, the Company received a modified
opinion from Ernst & Young. Ernst & Young issued the modified opinion because
First Option Health Plan of New Jersey, Inc. ("FOHP-NJ"), the principal
operating subsidiary of the Company, had incurred operating losses since
inception and had not met the statutory net worth requirements applicable to it
as set forth in the Certificate of Authority granted by the New Jersey
Departments of Banking and Insurance and Health and Senior Services to FOHP-NJ.
Ernst & Young believed that FOHP-NJ's recurring operating losses and its failure
to meet the statutory net worth requirements applicable to it raised substantial
doubt about the Company's ability to continue as a going concern. Ernst & Young
did not modify its opinion issued in connection with its audit of the Company's
financial statements for the year ended December 31, 1997, primarily because of
the infusion of additional capital by FHS into the Company during 1997 and FHS's
intention to infuse additional capital into the Company as needed.
A copy of this Current Report on Form 8-K has been delivered to Ernst &
Young. Attached as Exhibit 1, is a copy of Ernst & Young's letter to the
Securities and Exchange Commission which sets forth whether Ernst & Young agrees
with the statements made by the Company in this Current Report on Form 8-K.
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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: July 17, 1998
EXHIBIT 1
[LOGO] [ ] MetroPark [ ] Phone: 732 906-3200
99 Wood Avenue South
Iselin, New Jersey 08830-0471
July 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 13, 1998, of FOHP, Inc. and are in
agreement with the statements contained in the first, second and third
paragraphs on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/Ernst & Young LLP
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Ernst & Young LLP
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
