Health Net 1999 Annual Report Download - page 16

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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 New York
Stock Exchange, Inc. (“NYSE”) since January 2, 1998.
High Low
Calendar Quarter – 1998
First Quarter 291
/16 221
/4
Second Quarter 325/8253
/8
Third Quarter 267/89
Fourth Quarter 153
/457/8
Calendar Quarter – 1999
First Quarter 127
/16 711/16
Second Quarter 201
/16 1013
/16
Third Quarter 1615/16 87/8
Fourth Quarter 101
/261
/4
Calendar Quarter – 2000
First Quarter 1111/16 77/8
(through March 17, 2000)
On March 17, 2000, the last reported sales price per
share of the Class A Common Stock was $715/16 per share.
Dividends
No dividends have been paid by the Company during 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 distributions
received from its subsidiaries, which are subject to regula-
tory net worth requirements and certain additional state
regulations which may restrict the declaration of divi-
dends by HMOs, insurance companies and licensed man-
aged 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 Com-
pany’s Board of Directors deems relevant.
Under the Credit Agreement entered into on July 8,
1997 (as amended) 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
the Company’s Annual R eport on Form 10-K.
Holders
As of March 17, 2000, there were approximately 2,000
holders of record of Class A Common Stock.The Califor-
nia 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 under 1% of the Company’s aggregate
equity. Under the Company’s Fourth Amended and
R estated Certificate of Incorporation, shares of the Com-
pany’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.
14 FOUNDATION HEALTH SYSTEMS, INC.