FORM 8-K/A-1 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): January 1, 1999 FOHP, Inc. -------------------- (Exact name of registrant as specified in its charter) New Jersey 0-25944 22-3314813 - -------------------------------- ----------------------- ---------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification incorporation) Number) 3501 State Highway 66 Neptune, New Jersey 07753 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (732) 918-6700 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 2. Acquisition or Disposition of Assets. ------------------------------------- On January 1, 1999, Physicians Health Services of New Jersey, Inc. ("PHS-NJ"), a New Jersey corporation which operated as a health maintenance organization ("HMO") in the State of New Jersey, merged with and into First Option Health Plan of New Jersey, Inc. ("FOHP-NJ"), a New Jersey corporation which operates as an HMO in the State of New Jersey, pursuant to an Agreement and Plan of Merger dated as of October 26, 1998 (the "Merger"). PHS-NJ was a wholly-owned subsidiary of Physicians Health Services, Inc. ("PHS"), a Delaware corporation, and FOHP-NJ is a wholly-owned subsidiary of FOHP, Inc. ("FOHP"), a New Jersey corporation. Foundation Health Systems, Inc. ("FHS"), a Delaware corporation, currently owns more than ninety-nine percent (99%) of the outstanding common stock of FOHP and one hundred percent (100%) of the outstanding common stock of PHS. At the effective time of the Merger, FOHP-NJ changed its name to Physicians Health Services of New Jersey, Inc. The purpose of the Merger was to consolidate the FHS controlled HMO operations in the State of New Jersey into primarily one corporation. Item 7. Financial Statements and Exhibits. ---------------------------------- After an examination of the impact of the Merger on FOHP-NJ, it has been determined that no pro forma or historical financial statements are required to be filed with this report on Form 8-K. 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. ---------- (Registrant) By: /s/ Donald Parisi ----------------------- Donald Parisi Vice President, Secretary and General Counsel Date: March 10, 1999