Health Net 1998 Annual Report Download - page 18

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1 6 F O U N D ATIO N H EALT H SYST EMS, I N C .
Market for Registrant’s Common Equity
and Related Stockholder Matters
The following table sets forth the high and low sales
prices of the Company's Class A Common Stock,
par value $.001 per share (the “Class A Common
Stock”), on The NewYork Stock Exchange, Inc.
(“NYSE”) since January 2,1996.
High Low
Calendar Quarter – 1996
First Quarter 371⁄8303⁄8
Second Quarter 371⁄8267⁄8
Third Quarter 287⁄8193⁄8
Fourth Quarter 291⁄8225⁄8
Calendar Quarter – 1997
First Quarter 303⁄4231⁄8
Second Quarter 333⁄4241⁄4
Third Quarter 3315⁄16 2911⁄16
Fourth Quarter 333⁄8221⁄16
Calendar Quarter – 1998
First Quarter 291⁄16 221⁄4
Second Quarter 325⁄8253⁄8
Third Quarter 267⁄893⁄8
Fourth Quarter 153⁄457⁄8
Calendar Quarter – 1999
First Quarter
(through March 29,1999) 127⁄16 711⁄16
On March 29,1999,the last reported sales
price per share of the Class A Common Stock was
$11.0625 per share.
Dividends
No dividends have been paid by the Company dur-
ing the preceding two fiscal years.The Company has
no present intention of paying any dividends on its
Common Stock.
The Company is a holding company and,
therefore, its ability to pay dividends depends on dis-
tributions received from its subsidiaries,which are
subject to regulatory net worth requirements and
c e rtain additional state regulations which may re s t ri c t
the declaration of dividends by HMOs,insurance
companies and licensed managed health care plans.
The payment of any dividend is at the discretion
of the Company’s Board of Directors and depends
upon the Company's earnings, financial position,
capital requirements and such other factors as the
Company’s Board of Directors deems relevant.
Under the Credit Agreement entered into
on July 8,1997 with Bank of America as agent,the
Company cannot declare or pay cash dividends to
its stockholders or purchase, redeem or otherwise
acquire shares of its capital stock or warrants, rights
or options to acquire such shares for cash except to
the extent permitted under such Credit Agreement
as described elsewhere in this Annual Report on
Form 10-K.
Holder s
As of March 29,1999,there were approximately
2,000 holders of record of Class A Common Stock.
The California Wellness Foundation (the “CWF”)
is the only holder of record of the Company's
Class B Common Stock,par value $.001 per share
(the “Class B Common Stock”) which constitutes
approximately 4% of the Company’s aggregate equi-
ty. Under the Company’s Fourth Amended and
Restated Certificate of Incorporation,shares of the
Company’s Class B Common Stock have the same
economic benefits as shares of the Company ’s Class A
Common Stock, but are non-voting.Upon the sale
or other transfer of shares of Class B Common Stock
by the CWF to an unrelated third party, such shares
automatically convert into Class A Common Stock.