<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1995
Commission File Number 33-8686

                   PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)

Pennsylvania                                      25-1536040
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                    Identification No.)

5700 Corporate Drive
Suite 300
P. O. Box 101769
Pittsburgh, Pennsylvania                             15237
------------------------                             -----
(Address of principal executive offices)           (ZIP Code)

                                 (412) 366-9000
                                 --------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:

                           Common Stock, no par value
                           ---------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                          Yes  X   No
                                              ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)

There is no market for the registrant's common stock and there is no
anticipation that a market will ever develop. Accordingly, it is not possible to
determine a market value for the registrant's shares held by non-affiliates.

As of March 1, 1996, 6,075 shares of the registrant's Common Stock, no par
value, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>   2

                   PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                              PAGE

<S>                                                                                 <C>
Item 1.   Business.                                                                    2
Item 2.   Properties.                                                                  5
Item 3.   Legal Proceedings.                                                           5
Item 4.   Submission of Matters to a Vote of Security Holders.                         5

PART II

Item 5.   Market for Registrant's Common Stock and Related Stockholder Matters.        6
Item 6.   Selected Financial Data.                                                     7
Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.                                                       8
Item 8.   Financial Statements and Supplementary Data.                                10
Item 9.   Changes in and Disagreements with Accountants on Accounting and             10
          Financial Disclosure.

PART III

Item 10.  Directors and Executive Officer of the Registrant.                          10
Item 11.  Executive Compensation.                                                     12
Item 12.  Security Ownership of Certain Beneficial Owners and Management.             17
Item 13.  Certain Relationships and Related Transactions.                             19

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.           19

SIGNATURES                                                                            21
</TABLE>


<PAGE>   3

                                     PART I

ITEM 1.       BUSINESS.

(a)  General Development of the Business

PARTNERS Health Plan of Pennsylvania, Inc. (the "Company") is a holding company
organized under the laws of the State of Pennsylvania on April 22, 1985 to
establish a health maintenance organization subsidiary, Aetna Health Plans of
Western Pennsylvania, Inc. (the "HMO" or the "Plan"). The HMO was incorporated
under the laws of Pennsylvania on July 15, 1985. The Company and the HMO are
for-profit Pennsylvania corporations. The HMO is a health maintenance
organization which provides a specified range of comprehensive medical services
to an enrolled population through contracted providers.

On December 11, 1986, Physicians Health Plan Preferred, Inc. (the "PPO") was
incorporated as a for-profit Pennsylvania corporation and a wholly-owned
subsidiary of the Company. The PPO did not engage in any business activities
until February 1, 1991. From that time until September 1, 1993, the PPO offered
a provider network to workers' compensation programs in western Pennsylvania.
The State of Pennsylvania established fee schedules for workers' compensation
claims effective September 1, 1993. This new regulation has essentially
eliminated potential future savings to be realized by the PPO. Management does
not anticipate that the PPO will contribute any revenue in the foreseeable
future.

The Company is 81% owned by AHP Holdings, Inc. ("AHP Holdings") and 19% by
participating physicians. AHP Holdings is wholly-owned by Aetna Life Insurance
Company ("Aetna Life"), which is wholly-owned by Aetna Life and Casualty Company
("Aetna").

AHP Holdings, Inc. and the Company have entered into an agreement pursuant to
which a change of control of the Company will occur. See Item 7, "Management's
Discussion and Analysis - Pending Transactions" of this Form 10-K.

(b) Financial Information about Industry Segments

The Company operates only in the managed care industry and, accordingly,
industry segment data is not applicable.

(c) Narrative Description of Business

Background - The Health Maintenance Organization Industry

A health maintenance organization provides a specified range of comprehensive
medical services to an enrolled population for a fixed annual premium that does
not vary with the extent of the medical services provided to any particular
individual.

Health maintenance organizations provide health coverage through direct
employment of, or contractual arrangements with, qualified health care providers
and, therefore, are in a position to negotiate favorable rates for their
enrollees and influence the efficiency of health care delivery through economic
incentives and utilization management. Thus, health maintenance organizations
can provide greater control over utilization and health care expenditures than
traditional health care plans.


                                       2
<PAGE>   4

Operations of the HMO

The Plan is a health maintenance organization which provides a specified range
of comprehensive medical services to an enrolled population for a fixed annual
premium that does not vary with the extent of the medical services provided to
any particular individual.

The Plan provides health coverage through contractual arrangements with
qualified health care providers and therefore, is in a position to negotiate
favorable rates for its enrollees and influence the efficiency of health care
delivery through economic incentives and utilization management. Thus, the Plan
can provide greater control over utilization and health care expenditures than
traditional health care plans.

The HMO is structured as an Individual Practice Association ("IPA") model health
plan, designed to permit primary and specialty care physicians to remain as
independent providers. The HMO contracts with physicians to serve as a primary
care provider to enrollees. These physicians serve as a "gatekeeper" to the
other participating providers by screening incoming patients to determine their
health care needs, performing required primary care services where possible, and
administering patient referral to specialty care and other participating
providers where necessary.

The HMO's participating physicians are compensated on a "modified"
fee-for-service basis. Each participating physician agrees to provide services
for the lesser of the physician's customary fee-for-service charge or the
maximum fee approved by the HMO's Board of Directors. All or portions of the
maximum fee schedule are revised periodically.

To minimize the extent to which the Company and possibly its participating
physicians may be at risk for certain unexpected expenses, the Company has made
arrangements with insurers to minimize certain business risks of the Company.
Among other things, the Company has acquired reinsurance from Aetna Life to
minimize its exposure to catastrophic claims and insolvency insurance to protect
members against the Company's insolvency. In addition, the Company has acquired
general liability and director and officer coverage to protect the Company with
respect to claims made in connection with personal injury or property damage
arising from the operation of an HMO.

The Plan's service area includes the geographic area of Allegheny, Washington,
Westmoreland, Beaver, and Butler counties. As of December 31, 1995, the HMO had
contracted with approximately 2,900 participating physicians located in
Allegheny, Washington, Westmoreland, Beaver and Butler Counties of western
Pennsylvania, including the greater Pittsburgh metropolitan area. It also had
provider contracts with 28 hospitals and 699 pharmacies. Hospital contracts are
primarily tiered per diem arrangements based on utilization categories. All
provider contracts can be terminated by either party upon 90 days written
notice.

Enrollment as of December 31, 1995, was approximately 16,200 members.
Approximately 3,100 of these members are covered under a Medicaid agreement
which is renewable in June, 1996. Premiums are established by community rating,
adjusted by group for such variables as age and sex. Health care premiums from
the Medicaid agreement exceeded 10% of the Plan's total revenue for the years
ended December 31, 1995 and 1994. Premium revenue from this group was
approximately $5,977,000, $6,258,000 and $5,906,000 for 1995, 1994, and 1993,
respectively.

Operations of the PPO

The Company also owns 100% of the stock of the PPO. The purpose of the PPO was
to provide managed care services in a workers' compensation environment to
employers. Covered groups realized savings by using a provider network to manage
the medical cost component of workers' compensation cases.


                                       3
<PAGE>   5

The PPO received a network access fee from covered groups or their carriers. The
PPO offered these services to Aetna's commercial insurance customers and to
self-funded workers' compensation employers in the service area. The employees
covered by this arrangement were not considered members of the HMO. A new
regulation, which went into effect September 1, 1993, has eliminated the savings
which had previously been realized by the PPO. Management does not anticipate
that the PPO will contribute any revenue in the foreseeable future.

Marketing and Competition

A majority of the HMO's enrollment is obtained through contracts with employers
throughout the five county Pittsburgh metropolitan service area for employee and
dependent health care coverage. Marketing to or through employer sponsors is
primarily the responsibility of the HMO's marketing staff. Solicitation of
employer sponsors is also performed through a broker network representing the
HMO on a non-exclusive independent contractor basis.

The HMO competes in the Pittsburgh metropolitan service area for enrollment with
other health maintenance organizations, other types of managed care programs and
a number of conventional health insurers. Blue Cross, through its indemnity plan
and its health maintenance organization (Keystone Health Plan), is the largest
competitor as measured by covered lives in the Pittsburgh service area. The
other principal health maintenance organization competitors are Health America
and U. S. Healthcare. The HMO is the fifth largest health maintenance
organization in the Pittsburgh service area based on membership as of December
31, 1995.

Competition is largely based upon product features and prices, the quality of
services provided, the geographic scope of the provider networks and the medical
specialties represented in such networks. The HMO relies on its strengths of
multi-market sales and high service quality to compete in this market.

Government Regulation

State Qualification

Pennsylvania engages in extensive regulation of health maintenance
organizations. The HMO received a Certificate of Authority issued by the
Pennsylvania Departments of Health and Insurance in August, 1986, allowing it to
commence operations as an IPA-model plan in the five-county Pittsburgh
metropolitan service area. Among other things, rate filings were approved as
part of the certification process.

The Pennsylvania Departments of Health and Insurance generally regulate a health
maintenance organization's structure and operations, including the type and
extent of health care services provided to enrollees, contracts with health care
providers and other contracts required for the HMO's operations, financial
standards, including a restricted reserve and minimum working capital, quality
assurance, access to care, subscriber rights, grievance procedures, and
professional standards of the HMO's providers. Failure to comply could result in
an administrative fine, or suspension or revocation of the HMO's license to
operate.

Federal Qualification

The HMO is also federally qualified under the Health Maintenance Organization
Act of 1973 (the "Federal HMO Act"). The HMO received its federal qualification
in April, 1987. Accordingly, the HMO is required to comply with rules and
regulations promulgated by the Secretary of Health and Human Services in areas
such as the scope of enrollee benefits offered, premium structure, procedures
for review of medical quality assurance, marketing materials, personnel
qualifications, relationships with management companies and health care
providers, reporting requirements, and financial and operations performance
standards.

                                       4
<PAGE>   6

The principal competitive benefit of federal qualification under the Federal HMO
Act is the ability of a federally qualified health maintenance organization to
require that certain employers with more than 25 employees offer a federally
qualified plan as an alternative to conventional health insurance. If a
federally qualified IPA-model is available, such a model must generally be
offered by the employer as a health care plan option. The petitioning health
maintenance organization need not necessarily be chosen by the employer as the
health maintenance organization model to be offered. Another potential
significant benefit of federal qualification is the health maintenance
organization's ability to enter into a Medicare risk contract. Many employers
also limit sponsorship to federally qualified plans. There are also potential
disadvantages, such as limits on product offerings and pricing. The Federal HMO
Act was amended in 1988 to allow federally qualified health maintenance
organizations greater flexibility in the types of products they offer and the
pricing of those products. Federal qualification has required no material
changes from the HMO's state qualified operations or in its contractual or
compensation arrangements with Aetna Health Management, Inc. ("AHM") a wholly
owned subsidiary of Aetna Life. (Please see description of AHM services under
the "Employees" section below.)

From time to time, modifications to both the state and Federal statutes
regulating health maintenance organizations may be considered by the respective
state and Federal legislatures which, if adopted, could affect the operations,
profitability, or business of the HMO. In addition, to remain licensed, it may
be necessary for the HMO to make changes from time to time in its services,
procedures, and structure. Such changes may be required as a result of amendment
to, or other significant modifications of, Federal and state law and regulations
controlling the HMO's operations. The HMO believes that it is in compliance in
all material respects with the applicable regulations of the various Federal and
state licensing authorities.

Employees

The Company, the HMO and the PPO do not have any employees. Under a management
contract with AHM, Aetna and/or its affiliates recruits and compensates all
employees or contractors necessary for the operation of the Company. Present
staffing level of 45 persons includes a President, Medical Director, Director of
Network Management, marketing representatives, and additional support personnel.
Certain other services, such as claims processing, billing and enrollment,
finance and actuarial, are provided by employees of Aetna and/or its affiliates
located in Middletown, Connecticut and Reading, Pennsylvania.

ITEM 2.       PROPERTIES.

The combined executive and administrative offices of the Company are located at
5700 Corporate Drive, Pittsburgh, Pennsylvania, occupying approximately 11,600
square feet leased by the Company at a rental of approximately $19,000 per
month. The lease expires in November, 1998. The cost of this rental is paid by
AHM and is included in the management fee paid to AHM.

ITEM 3.       LEGAL PROCEEDINGS.

There are no legal proceedings pending against the Company, the HMO or the PPO
which, if successful, would materially adversely affect the operations or
financial condition of the Company, the HMO or the PPO.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                       5
<PAGE>   7

                                     PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER 
              MATTERS.

Market Information

There is no public trading market for the Company's no par value, $.10 stated
value, common stock, and there is no anticipation that such a market will ever
develop. As of December 31, 1995, the Company's common stock was held by 1,120
shareholders.

Holders

As of March 1, 1996, there were 6,075 shares of the Company's common stock
outstanding. AHP Holdings holds 4,956 of such shares and participating
physicians own 1,119 of such shares, with each physician owning one share.

Dividends

The Company has not paid regular dividends in the past to its shareholders and
does not anticipate doing so in the foreseeable future.


                                       6
<PAGE>   8

ITEM 6.       SELECTED FINANCIAL DATA.

The selected financial data presented below for, and as of the end of, each of
the years in the five-year period ended December 31, 1995, are derived from the
consolidated financial statements of the Company. The consolidated financial
statements as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, which have been audited by KPMG Peat
Marwick LLP, and the report thereon, are included starting on page 23.

<TABLE>
<CAPTION>
                                                         As of/for the Year Ended
                                  ------------------------------------------------------------------
                                  December 31,      December 31,      December 31,      December 31,      December 31,
                                     1995               1994             1993               1992              1991
                                  ------------      ------------      ------------      ------------      ------------
<S>                               <C>               <C>               <C>               <C>               <C>         
STATEMENT OF OPERATIONS DATA
Revenue                           $ 28,243,098      $ 34,476,707      $ 41,776,646      $ 36,166,265      $ 27,000,244

Health care expenses                21,171,257        26,554,138        33,740,027        29,722,438        22,064,462
Other expenses                       4,124,371         5,864,918         6,972,462         6,019,975         4,913,386
                                  ------------      ------------      ------------      ------------      ------------
Total expenses                      25,295,628        32,419,056        40,712,489        35,742,413        26,977,848
Income before cumulative
effect adjustment                    1,936,689         1,337,537           693,281           279,742            14,782

Cumulative effect adjustment
for change in accounting for
income taxes                              --                --                --             120,531              --
                                  ------------      ------------      ------------      ------------      ------------
Net income                        $  1,936,689      $  1,337,537      $    693,281      $    400,273      $     14,782
                                  ============      ============      ============      ============      ============

Weighted average number of
common shares outstanding                6,078             6,083             6,086             6,091             6,101

Income per share before
cumulative effect adjustment      $     318.64      $     219.88      $     113.91      $      45.93      $       2.42

Cumulative effect adjustment
for change in accounting for
income taxes per share                    --                --                --               19.79              --
                                  ------------      ------------      ------------      ------------      ------------
Net income per share              $     318.64      $     219.88      $     113.91      $      65.72      $       2.42
                                  ============      ============      ============      ============      ============
------------
BALANCE SHEETS DATA:
Current assets                    $ 10,384,858      $  9,281,407      $  8,714,468      $  7,968,638      $  5,889,964
Other assets                           364,065           475,810           559,645           489,992           227,616
                                  ------------      ------------      ------------      ------------      ------------
Total assets                        10,748,923         9,757,217         9,274,113         8,458,630         6,117,580

Current liabilities                  6,223,178         6,908,395         7,506,272         7,384,214         5,441,239
Note payable to related party          162,017           412,017           662,017           662,017         3,617,017

Redeemable preferred stock           2,955,000         2,955,000         2,955,000         2,955,000              --
Accumulated deficiency              (1,559,714)       (3,496,403)       (4,833,940)       (5,527,221)       (5,927,494)
Stockholders' equity
(deficiency)                         1,408,728          (518,195)       (1,849,176)       (2,542,601)       (2,940,676)
</TABLE>

                                       7
<PAGE>   9


ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

Results of Operations

The Company's net income for the year ended December 31, 1995 was $1,936,689
($318.64 per share), improving over net income of $1,337,537 ($219.88 per share)
and $693,281 ($113.91 per share) for the years ended December 31, 1994 and 1993,
respectively. The increase in net income for 1995 over 1994 was primarily due to
the benefit realized from the adjustment of medical reserves as a result of
favorable medical experience. Decreases in management fees, reinsurance premiums
and an increase in interest income also contributed to the favorable results.
These favorable factors were partially offset by a decrease in premium revenue.
The increase in net income for 1994 over 1993 was largely due to the benefit
realized by favorable medical experience as well as decreases in management
fees. These factors were partially offset by decreases in premium revenue, the
elimination of PPO revenue and increased reinsurance expense due to a revised
contract.

Operating income (health care premiums less health care expenses) decreased 14%
to $6,487,797 in 1995 compared to $7,569,413 in 1994. Operating income for the
year ended December 31, 1993 was $7,070,995. The decrease in operating income
reflects a decrease in premium revenues due to a reduction in membership from
December 31, 1994 to December 31, 1995, along with a decrease in Medicaid
capitated revenue reimbursement rates. These unfavorable factors were partially
offset by a decrease in medical expenses as a result of improved medical expense
trends, including benefits realized from the adjustment of medical reserves
primarily reflecting emerging favorable medical experience from prior years and
changes in membership levels.

Revenue decreased by 18% to $28,243,098 ($137.45 per member per month) for the
year ended December 31, 1995 compared to $34,476,707 ($139.73 per member per
month) for the year ended December 31, 1994. Revenues were $41,776,646 ($133.40
per member per month) for the year ended December 31, 1993. The revenue decrease
in 1995 was attributable to a decrease in membership and a decrease in Medicaid
capitated revenue reimbursement rates reflecting a change in the Medicaid
demographics. Membership decreased 15% to 16,286 at December 31, 1995, compared
to 19,200 at December 31, 1994. The decrease in membership levels was due to
market demand that continues to shift some members to Aetna's Point of Service
(POS) products (which are not offered by the HMO) and a loss of other members to
various competitors in the market. These factors more than offset the addition
of new groups and additional market penetration in existing groups.

Interest revenue was $584,044 in 1995 ($2.84 per member per month) as compared
to $353,156 ($1.43 per member per month) and $221,559 ($.71 per member per
month) for the years ended December 31, 1994 and 1993, respectively. The
increase in interest revenue in 1995 and 1994 reflects an increase in interest
yielding assets due to the Plan's continued profitable position.

Health care expenses decreased 20% to $21,171,257 ($103.03 per member per month)
for the year ended December 31, 1995, compared to $26,554,138 ($107.62 per
member per month) for the year ended December 31, 1994. Health care expenses
were $33,740,027 ($107.74 per member per month) for the year ended December 31,
1993. The decrease in health care expenses in 1995 was primarily attributable to
improved medical expense trends, which include benefits realized from the
adjustment of medical reserves to reflect emerging favorable medical experience
from prior years and the decrease in membership levels. The medical cost ratio
(total cost of health care expenses divided by total health care premiums) was
77% for the year ended December 31, 1995 compared to 78% and 83% for the years
ended December 31, 1994 and 1993, respectively.

                                       8
<PAGE>   10

Management fees decreased 30% or $1,501,656 from 1994 to 1995 and decreased 20%
or $1,259,837 from 1993 to 1994. The decreases are due to the reduction in the
Plan's premium revenue, a decrease in the management fee percentage paid by the
Company and an adjustment to the management fees due to a recent settlement with
a Pittsburgh area hospital (see Note 5 of Notes to Consolidated Financial
Statements). Under the management contract with AHM, fees for management
services are based on a percentage of premium revenue and interest income. Fees
under this agreement were $3,498,771, $5,000,427, and $6,260,264 for the years
ended December 31, 1995, 1994 and 1993, respectively.

Pending Transactions

As described in the Company's Form 8-K under Item 5, "Other Events" filed on
December 29, 1995, Coventry Corporation, a Tennessee corporation ("Coventry"),
and a wholly-owned subsidiary of Coventry ("Merger Sub"), will acquire all of
the outstanding shares of common stock, without par value per share (the "Common
Stock") of the Company and all of the outstanding, redeemable preferred stock,
without par value per share (the "Preferred Stock"), of the HMO.

The transaction will take place in two steps. In the first step, Merger Sub will
acquire all of the Common Stock owned by AHP Holdings, Inc. for $5,274.90 per
share in cash and all of the Preferred Stock for $2,995,000 in cash. In the
second step, the Company will merge with and into Merger Sub, or Merger Sub will
merge with and into the Company, and each of the holders of Common Stock at the
time of the Merger will receive $5,274.90 per share in cash. The parties expect
the second step to occur promptly after the first step.

Regulatory approval of this transaction was received by the Pennsylvania
Insurance Department and the Pennsylvania Department of Health on March 12, 
1996.

Outlook

The outlook for the Company is heavily dependent upon its ability to effectively
manage health care costs for customers. The Company attempts to achieve this
through a combination of negotiated contracts with health care providers,
development and implementation of guidelines for appropriate utilization of
health care resources and by working with health care providers to review
treatment patterns in order to improve consistency and quality. Although medical
experience had a favorable impact on 1995 results there is no assurance that
this trend will continue in the future.

Legislative efforts to change the health insurance system have received
increased attention in recent years at both the state and national levels,
including various proposals to reform the federal Medicare program. Aetna
actively supports proposals designed to enhance managed care and expand access
to health care coverage through private sector competition. Management is not
able to predict the outcome of state and federal legislative efforts, or the
effect any additional legislation, if adopted, would have on the Company.

Liquidity and Capital Resources

Cash and cash equivalents at December 31, 1995 were $9,863,085, an increase of
$1,811,453 from December 31, 1994. There were no short-term investments at
December 31, 1995. Short term investments amounted to $1,006,497 at December 31,
1994. Operations were funded with cash generated primarily from premium revenues


                                       9
<PAGE>   11

and interest income on cash and cash equivalents. The Company does not
anticipate making any material capital expenditures in the future. The Company
believes that its existing capital resources, together with funds generated from
operations, will be sufficient to meet its normal working capital requirements
and capital commitments for the foreseeable future.

The Plan is required to maintain a minimum amount of net equity as defined by
regulation and statute. A Pennsylvania regulation, effective January 1, 1993,
requires an operational HMO to have as minimum net equity the greater of
$1,000,000 or three months uncovered health care expenditures for Pennsylvania
enrollees as reported on the most recent financial statement filed with the
Commonwealth of Pennsylvania. An existing HMO has four years to meet the net
equity requirements in increments of $250,000 by January 1st of each year. As of
January 1, 1996, the minimum net equity requirement as defined will be
$1,000,000. The Plan's net equity, including redeemable preferred stock as
defined by regulation and statute was $4,230,135 at December 31, 1995.

New Accounting Pronouncements

On December 31, 1993 the Plan adopted FAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" which required the classification of
debt securities into three categories: held to maturity (debt securities the
Company has positive intent and ability to hold to maturity), which are carried
at amortized cost; available for sale (debt securities that may be sold prior to
maturity), which are carried at fair value with changes in fair value, net of
taxes, recognized as a component of stockholders' equity (deficiency); and
trading (debt securities held with the objective of trading to generate profits
on short-term differences in price), which are carried at fair value with
immediate recognition in income of changes in fair value. FAS No. 115 also
requires the classification of equity securities into two categories: available
for sale and trading, which are accounted for as described above. Adoption of
this standard resulted in a net increase of $2,196 to unrealized capital gains
in stockholders' deficiency in 1993.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements of the Company as of December 31, 1995 and
1994 and for each of the years in the three-year period ended December 31, 1995
together with the independent auditors' report are attached to this Form 10-K.

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE.

None.

                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Consummation of the pending transaction as described under Item 7 of this Form
10-K is expected to result in a change of executive officers and the Board of
Directors of the Company.

As of March 1, 1996, the Company had only one executive officer, Steven W.
Jones, who was appointed President of the Company on November 8, 1994. A
description of Mr. Jones' business experience follows. Mr. Jones does not have a
family relationship with any of the Directors of the Company.

The following information indicates each Director's name, age, the year when
first elected a director of the Company, the principal occupation of each as of
December 31, 1995, and a brief description of the business experience of each
for the last five years. None of the Directors is a director of another public
company.

                                       10
<PAGE>   12

DANIEL H. BROOKS, M.D., 56
(Director since 1986)

Daniel H. Brooks, M.D., has been a physician in the Pittsburgh area for more
than 24 years and is a member of the Allegheny County Medical Society. He served
as President of the Company from 1990 to 1991.

ANTHONY J. BUIVIDAS, 42
(Director since 1995)

Anthony J. Buividas has been the Market Vice President of Aetna Health Plans
Philadelphia Metro Market since February 1994, as well as the CEO of Aetna
Health Plans of Central and Eastern Pennsylvania (a Pennsylvania HMO), a
position he has held since July 1992. From July 1986 to June 1992, Mr. Buividas
served as Chief Operating Officer of the predecessor HMO, Freedom Health Care.
He served as a director of Aetna Health Plans of Central and Eastern
Pennsylvania from December 1992 through April 1994.

STEVEN W. JONES, 38
(Director since 1994)

Steven W. Jones became President of the Company on November 8, 1994. From March
1991 to October 1994, Mr. Jones served as General Manager of Aetna Health Plans'
Louisville office. From August 1988 to March 1991, Mr. Jones served as Account
Executive of Aetna Health Plans' Houston office.

JOHN P. MCCRORY, 47
(Director since 1994)

John P. McCrory has been General Manager, Aetna Life Insurance and Annuity
Company (Pittsburgh Pension office) since June 1992. From April 1989 to May
1992, Mr. McCrory served as Regional Pension Manager for Minnesota Mutual Life
Insurance Company.

SANFORD M. REICH, M.D., 60
(Director since 1995)

Sanford M. Reich, M.D. has been a medical director of Aetna Health Plans of
Western Pennsylvania Inc. (the Company's principal operating subsidiary) since
August 1994. From February 1993 to August 1994, Dr. Reich served as a medical
director of Travelers Health Network Inc. From July 1991 to February 1993, Dr.
Reich served as a medical director and assistant vice president of Provident
Life & Accident Insurance Company.

                                       11
<PAGE>   13

ITEM 11.      EXECUTIVE COMPENSATION.

The executive officer named below is employed by certain affiliates of Aetna
Life and Casualty Company (the "Parent"), and is compensated by such affiliates
of the Parent. None of the officers of the Company are compensated by the
Company.

The Parent administers a severance pay plan under which employees, including the
Company's Executive Officer, terminated by the Parent without cause, may receive
up to two weeks of continuing salary for every credited full year of employment
to a maximum of one year's salary. In addition to the Severance Pay Plan, the
Parent administers a Job Elimination Benefits Program applicable when an
employee's job is eliminated due to reengineering, reorganization or staff
reduction efforts. Under this program, employees, including the Company's
executive officer, are eligible for an additional 13 weeks of salary
continuation and outplacement assistance. Certain benefits continue during the
severance pay and salary continuation periods.

SUMMARY COMPENSATION TABLE

The following table sets forth for the periods indicated certain compensation of
the President and chief executive officer (CEO), the only executive officer of
the Company during 1995.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                        ANNUAL COMPENSATION                               LONG-TERM COMPENSATION
                                        -------------------                               ----------------------
                                                                                          AWARDS         PAYOUTS
                                                                                        SECURITIES      LONG-TERM            ALL
NAME AND PRINCIPAL                                                     OTHER ANNUAL     UNDERLYING      INCENTIVE           OTHER
POSITION                         YEAR          SALARY      BONUS(3)    COMPENSATION    STOCK OPTIONS   PLAN PAYOUTS     COMPENSATION
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>          <C>         <C>             <C>             <C>             <C>
Steven W. Jones                 1995          $113,215     $     0      $   273(4)         750               0         $13,531(5)(6)
President and                   1994            89,398      35,000       11,616            300               0          31,211
chief executive officer (1)     1993(2)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Mr. Jones became the President of the Company on November 8, 1994.

(2)   The named individual was not an executive officer of the Company at any
      time during this year.

(3)   Represents amounts earned under the Parent's Management Incentive Plan II
      (MIP II) by the named individual for the year indicated. Annual incentive
      bonuses payable under MIP II are intended to reward executive officers for
      achieving financial and strategic results. The Parent's Chairman
      administers MIP II and determines the amount of each award to be granted.

(4)   Represents amounts paid to the individual during 1995 for tax payments in
      connection with relocation expenses.

(5)   Includes $5,661 of matching contributions made by the Parent under ISP for
      Mr. Jones. The ISP is a profit-sharing thrift plan qualified under the
      Internal Revenue Code of 1986, as amended. The Parent matches,
      dollar-for-dollar, amounts deferred by employees under ISP up to 5% of
      annual salary. Twenty-five percent of the matching contributions made on
      behalf of officers of the Parent is automatically invested in Common Stock
      of the Parent.

(6)   Includes an aggregate net amount of $7,870 paid to Mr. Jones during 1995
      in connection with relocation expenses.


                                       12
<PAGE>   14

STOCK OPTION GRANTS TABLE

The following table sets forth certain information concerning stock options
granted during 1995 by the Parent to the CEO, the only executive officer of the
Company during 1995. The hypothetical grant date present values of stock options
granted in 1995 shown below are presented pursuant to Securities and Exchange
Commission (SEC) rules and are calculated under the modified Black-Scholes Model
for pricing options. The gains, if any, realizable upon exercise of stock
options will depend upon the market price of the Parent's Common Stock at the
time the stock option is exercised relative to the exercise price per share of
Common Stock of the stock option. The executive officer named below will not be
able to realize a gain from the stock options granted unless, during the
exercise period, the market price of the Parent's Common Stock increases above
the exercise price of the options. An increase in the market price of the
Parent's Common Stock would also benefit the other shareholders of the Parent.

STOCK OPTION GRANTS IN 1995

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                    INDIVIDUAL GRANTS (1)

                              NUMBER OF
                             SECURITIES           PERCENT OF TOTAL 
                             UNDERLYING             STOCK OPTIONS        EXERCISE                               GRANT DATE
                            STOCK OPTIONS         GRANTED TO AETNA       PRICE PER         EXPIRATION            PRESENT
          NAME                 GRANTED            EMPLOYEES IN 1995        SHARE              DATE               VALUE (3)
---------------------------------------------------------------------------------------------------------------------------

<S>                         <C>                   <C>                    <C>            <C>                     <C>
Steven W. Jones                750 (2)                 .04%               $53.50        February 24, 2005         $7,107

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Granted under the Parent's 1994 Stock Incentive Plan (the "Plan"). The
      Plan provides for the grant of incentive stock options (ISOs) and
      non-statutory stock options (NSOs). The Plan permits participants to use
      shares of the Parent's Common Stock to exercise ISOs and NSOs. The Plan
      provides that the option price shall not be less than 100% of the fair
      market value of the Parent's Common Stock at the time the option is
      granted. Under the Plan, options may be granted until April 30, 2001.

(2)   Date of grant was February 24, 1995; initial exercise date was February
      24, 1996; options vest in installments over a period of three-years.

(3)   Grant date present values are calculated under the modified Black-Scholes
      Model. The Black-Scholes Model is a mathematical formula used to value
      options publicly traded in the securities markets and it assumes that
      options are freely transferable. Because the employee stock options
      granted above are not transferable, the Parent believes that the grant
      date present values shown above may be overstated. This formula considers
      a number of factors to estimate the option's present value. The
      assumptions made and factors used by the Parent in the Black-Scholes Model
      calculation for the options granted above were as follows: (i) a
      volatility factor of 0.226, representing the average of the three-year and
      ten-year historical volatility factors for the Common Stock determined as
      of the date of the option grant; (ii) a risk-free rate of return of 7.47%,
      representing the 10-year U.S. Treasury bond rate in effect on the date of
      the option grant; (iii) a dividend yield of 5.2%, representing the
      Parent's then current annual dividend, divided by the Parent's Common
      Stock price on the date of the option grant; and (iv) a ten-year option
      term, representing the full term of the option granted. To give effect to
      the three-year vesting period of the options, the value of each option was
      discounted by 20%, the percentage of options estimated to expire due to
      turnover of all recipients of options during the vesting period. No
      further discount to the option value calculated was taken to give effect
      to the fact that the options are not freely transferable or to the
      exercise or lapse of the options prior to the end of the ten-year option
      period.

      There is no assurance that the hypothetical present values of stock
      options presented in the table above represent the actual values of such
      options. The hypothetical values shown should not be construed as
      predictions by the Parent as to the future value of its Common Stock.


                                       13
<PAGE>   15


STOCK OPTION EXERCISES AND DECEMBER 31, 1995
STOCK OPTION VALUE TABLE

The following table sets forth the number and value of specified unexercised
options of the Parent's Common Stock at December 31, 1995. The values of
unexercised in-the-money stock options at December 31, 1995 shown below are
presented pursuant to SEC rules. There is no assurance that the values of
unexercised in-the-money stock options reflected in this table will be realized.

AGGREGATED PARENT STOCK OPTION EXERCISES AND
DECEMBER 31, 1995 STOCK OPTION VALUE TABLE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                NUMBER OF SECURITIES UNDERLYING        VALUE OF UNEXERCISED
                         SHARES      VALUE           UNEXERCISED OPTIONS AT          IN-THE-MONEY OPTIONS AT
                        ACQUIRED    REALIZED          DECEMBER 31, 1995               DECEMBER 31, 1995 (1)
                          UPON        UPON             -----------------               ---------------------
NAME                    EXERCISE    EXERCISE    EXERCISABLE     UNEXERCISABLE(2)    EXERCISABLE   UNEXERCISABLE (2)
---------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>         <C>             <C>                 <C>           <C>

Steven W. Jones           500        $5,775          0                950               $0             $14,613

---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Based on the December 29, 1995 closing Parent Common Stock price of
      $69.25.

(2)   Represents stock options that have not vested.

PENSION PLAN

The Parent provides for employees of it and its affiliates a noncontributory,
defined benefit pension plan. Retirement benefits are calculated on the basis of
(i) the number of years of credited service (maximum credit is 35 years), and
(ii) the employee's average annual earnings during the 60 consecutive months out
of the last 120 months of service which yield the highest annual compensation.
Employees receive service credit for actual years of employment with the Parent.
Under certain circumstances, determined on a case-by-case basis, additional
service credit may be given for employment with affiliated and nonaffiliated
companies and, as determined by the Parent's Board, for the purposes of inducing
employment of senior officers or rewarding past service.

The table below shows the estimated maximum annual retirement benefits payable
(determined as a straight life annuity) under the pension plan, at selected
earnings levels and after selected periods of credited service, to employees
with at least 15 years of credited service who retire at age 65.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
    AVERAGE ANNUAL                                     CREDITED YEARS OF SERVICE
       EARNINGS                15                20               25                30               35
-----------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>               <C>              <C>               <C>
   $   100,000           $     22,500     $     30,000      $     37,500     $     45,000      $     52,500
       200,000                 45,000           60,000            75,000           90,000           105,000
       300,000                 67,500           90,000            11,250          135,000           157,500
-----------------------------------------------------------------------------------------------------------
</TABLE>

The term "earnings," as used in the retirement benefits table above, includes
annual salaries and annual bonuses paid under MIP as set forth in the relevant
columns of the Summary Compensation Table on page 12. At December 31, 1995,
"average annual earnings" for pension plan purposes for Mr. Jones was $111,136.
On December 31, 1995, Mr. Jones had 16.5 credited years of service.


                                       14
<PAGE>   16


The benefits set forth in the above table do not take into account any reduction
for joint and survivorship payments or any offset for Social Security benefits
to be received by the employee. After retirement, benefits are subject to
cost-of-living adjustments of not more than 3% per year, but cannot be reduced
below the amount payable at the time of the individual's retirement.

COMPENSATION OF DIRECTORS

Directors who are employed by an affiliate of the Parent receive no additional
compensation for membership on the Board. Dr. Brooks is the only Director of the
Company who is not employed by an affiliate of the Parent. He received a stipend
of $12,000 per quarter in 1995 for his service on the Board.

BOARD REPORT ON EXECUTIVE COMPENSATION

The Company does not provide any compensation to any of its officers. All
officers of the Company are compensated by the Parent and/or one or more of its
affiliates. The Board of Directors of the Company does not have any control over
the compensation paid by the Parent and/or its affiliates to the Company's
officers.

THE BOARD OF DIRECTORS OF PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.

DANIEL H. BROOKS, M.D.            ANTHONY J. BUIVIDAS
STEVEN W. JONES                   JOHN P. MCCRORY
SANFORD M. REICH, M.D.

CORPORATE PERFORMANCE GRAPH

The following graph reflects the yearly change in the cumulative total return on
the NASDAQ market index and the Dow Jones Health Care Providers Index over the
preceding five-year period. The graph is presented pursuant to SEC rules, which
call for a comparison of the Company's cumulative total shareholder return on
its Common Stock with the cumulative total return on a broad market index and
the cumulative total return on a line-of-business index, assuming reinvestment
of dividends. It is impossible for the Company to determine a true, objective
market value for the Company's shares because the shares are not traded. So as
not to inadvertently inflate the value of the Company's shares for purposes of
this graph, the Company elected to show no changes in the market value of its
shares during the five-year period.


                                       15
<PAGE>   17


                      FIVE-YEAR CORPORATE PERFORMANCE GRAPH
                   PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.,
                      DOW JONES HEALTH CARE PROVIDERS INDEX
                            AND NASDAQ MARKET INDEX*

                                   [FIGURE 1]

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                       1990      1991       1992      1993       1994      1995
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>       <C>        <C>       <C>        <C>       <C>
PARTNERS Health Plan of Pennsylvania, Inc.**           100        100       100        100       100        100
-------------------------------------------------------------------------------------------------------------------
Dow Jones Health Care Providers Index                  100        109       115        179       196        252
-------------------------------------------------------------------------------------------------------------------
NASDAQ                                                 100        161       187        215       210        296
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*    Assumes that any dividends were reinvested in the relevant securities when
     paid.

**   While the Company cannot determine a true, objective market value for the
     shares, it would note that the stockholders' equity (deficiency) values per
     common share at year end 1991, 1992, 1993, 1994 and 1995 were as follows:
     $(483), $(417), $(304), $(85), and $232 respectively.


                                       16
<PAGE>   18

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table presents, as of March 1, 1996, the names of persons known to
the Company to be the beneficial owners of more than 5% of the outstanding
shares of the Company's Common Stock.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF                              AMOUNT AND NATURE OF
BENEFICIAL OWNER                                 BENEFICIAL OWNERSHIP                 PERCENT OF CLASS
------------------------------------------------------------------------------------------------------
<S>                                              <C>                                  <C>
AHP Holdings, Inc.                                   4,956 shares                           81%
151 Farmington Avenue, RE4C
Hartford, CT  06156
</TABLE>

AHP Holdings, Inc. and the Company have entered into an agreement pursuant to
which a change of control of the Company will occur. See Item 7, "Management's
Discussion and Analysis - Pending Transactions" of this Form 10-K.

The following table presents as of March 1, 1996, unless otherwise
noted, the beneficial ownership of shares of Common Stock of the Company of each
Director and the executive officer identified in Items 10 and 11 of this Form
10-K and directors and executive officers of the Company, as a group. The Common
Stock is the only class of equity securities of the Company outstanding.

<TABLE>
<CAPTION>
                                                  AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

                                     SHARES BENEFICIALLY
                                      OWNED, EXCLUDING 
                                      SHARES ACQUIRABLE         SHARES ACQUIRABLE 
NAME OF BENEFICIAL                    UPON EXERCISE OF          UPON EXERCISE OF                TOTAL SHARES 
OWNER AND POSITION                     CERTAIN OPTIONS          CERTAIN OPTIONS (1)         BENEFICIALLY OWNED
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>                        <C>                         <C>

Daniel H. Brooks, M.D.                        1                           0                          1
(Director)

Anthony J. Buividas (2)                       0                           0                          0
(Director)

Steven W. Jones (2)                           0                           0                          0
(named executive, and Director)

John P. McCrory (2)                           0                           0                          0
(Director)

Sanford M. Reich, M.D. (2)                    0                           0                          0
(Director)

Directors and executive                    1 share                    0 shares                   1 share (3)
officers as a group
(5 persons)
---------------------------------------------------------------------------------------------------------------
</TABLE>

Unless otherwise noted in the following footnotes, each person currently has
sole voting and investment powers over the shares set forth above. The
information set forth above and in the related notes has been furnished by the
respective persons.

                                       17
<PAGE>   19

Notes to Beneficial Ownership Table

(1)  Represents shares that the named beneficial owner above has the right to
     acquire within 60 days of March 1, 1996 upon exercise of outstanding stock
     options.

(2)  The individual is employed by AHP Holdings, Inc. The individual does not
     own any shares of the Company's Common Stock and disclaims beneficial
     ownership of any shares owned by AHP Holdings, Inc.

(3)  No individual named in the table is the beneficial owner of more than 1% of
     the Company's outstanding Common Stock.

The following table presents, as of March 1, 1996, unless otherwise noted, the
beneficial ownership of shares of Common Stock of the Parent, the ultimate
parent of AHP Holdings, Inc., of each director and executive officer identified
in Items 10 and 11 of this Form 10-K and directors and executive officers, as a
group. The Common Stock of the Parent is the only class of equity securities of
the Parent outstanding. None of the directors, Nominees or executive officers
named in the Summary Compensation Table holds any shares of Common Stock of AHP
Holdings, Inc., or Aetna Life.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                      AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

                                   SHARES BENEFICIALLY 
                                    OWNED, EXCLUDING 
                                   SHARES ACQUIRABLE             SHARES ACQUIRABLE
NAME OF BENEFICIAL                  UPON EXERCISE OF              UPON EXERCISE OF              TOTAL SHARES 
OWNER AND POSITION                  CERTAIN OPTIONS              CERTAIN OPTIONS (1)          BENEFICIALLY OWNED
-----------------------------------------------------------------------------------------------------------------
<S>                                <C>                           <C>                          <C>
Daniel H. Brooks, M.D.                        0                              0                            0
(Director)

Anthony J. Buividas                         467                          1,750                        2,217
(Director)

Steven W. Jones                           1,271(2)                         350                        1,621
(named executive and Director)

John P. McCrory                              31                              0                           31
(Director)

Sanford M. Reich, M.D.                       11                              0                           11
(Director)

Directors and executive                   1,780 shares                   2,100 shares                 3,880 shares(3)
officers as a group
(5 persons)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

Notes to Beneficial Ownership Table

Unless otherwise noted in the following footnotes, each person currently has
sole voting and investment powers over the shares set forth on the previous
page. The information set forth above and in the related notes has been
furnished by the respective persons.

(1)  Represents shares that the named beneficial owner above has the right to
     acquire within 60 days of March 1, 1996 upon the exercise of outstanding
     stock options.

                                       18
<PAGE>   20

(2)  Includes 500 shares held jointly with his spouse, as to which Mr. Jones
     shares voting and investment powers.

(3)  Directors and executive officers as a group beneficially own in the
     aggregate 3,880 shares of Common Stock of the Parent, which represent less
     than 1% of the Common Stock of the Parent. Of the shares of Common Stock of
     the Parent they beneficially own, the directors and executive officers as a
     group share voting and investment powers with respect to 1,780 shares of
     Common Stock. Included in the number of shares shown are 1,280 shares of
     Common Stock held under the Parent's Incentive Savings Plan (ISP) and
     beneficially owned by the directors and executive officers.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Please see Note 5 under Notes to Consolidated Financial Statements.

                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      1.   Financial Statements.

The consolidated financial statements of the Company as of December 31, 1995 and
1994 and for each of the years in the three-year period ended December 31, 1995,
together with the independent auditors' report are attached to this Form 10-K.

(a)      2.   Financial Statement Schedules.

Financial statement schedules have been omitted because of the absence of
conditions under which they are required.

(a)      3.   Exhibits.

(3)  Articles of Incorporation and By-Laws.

Restated Articles of Incorporation of the Company, as amended.

By-Laws of the Company as amended.

Articles of Incorporation of the Plan, as amended; incorporated herein by
reference to the Company's June 30, 1992 Form 10-Q, filed in August, 1992.

Amendment to the By-Laws of the Company; effective December 1, 1992;
incorporated herein by reference to the Company's 1992 Form 10-K, filed in
March, 1993.

(10) Material Contracts.

Management Agreement between the HMO and AHM, effective January 1, 1991;
incorporated herein by reference to the Company's 1991 Form 10-K, filed in
March, 1992, as amended by amendment #1 effective October 1, 1994.

Purchase and Merger Agreement dated as of December 18, 1995 among AHP Holdings,
Inc., PARTNERS Health Plan of Pennsylvania Inc., Coventry Corporation and
Coventry Acquisition Corporation; incorporated herein by reference to the
Company's Form 8-K, filed December 29, 1995.

                                       19
<PAGE>   21

(21) Subsidiaries of the Company.

Subsidiaries of the Company

(27) Financial Data Schedule

(b)      1.   Reports on Form 8-K.

The Company filed a report on Form 8-K under Item 5, "Other Events" on December
29, 1995.


                                       20
<PAGE>   22


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                         PARTNERS HEALTH PLAN OF
                                         PENNSYLVANIA, INC.

Date:    March ____, 1996                /s/ Steven W. Jones
                                         -----------------------------
                                         Steven W. Jones, President
                                         (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company in the
capacities and on the dates indicated.

Date:    March ____, 1996                /s/ Joseph F. Brislin
                                         -----------------------------
                                         Joseph F. Brislin
                                         Assistant Vice President of Aetna Life
                                         Insurance Company, (acting in the
                                         capacity of the Principal Accounting
                                         Officer and Principal Financial Officer
                                         of the Company)


Date:    March ____, 1996                /s/ Daniel H. Brooks, MD.
                                         -----------------------------
                                         Daniel H. Brooks, MD., Director

Date:    March ____, 1996                /s/ Anthony J. Buividas
                                         -----------------------------
                                         Anthony J. Buividas, Director

Date:    March ____, 1996                /s/ Steven W. Jones
                                         -----------------------------
                                         Steven W. Jones, Director

Date:    March ____, 1996                /s/ John P. McCrory
                                         -----------------------------
                                         John P. McCrory, Director

Date:    March ____, 1996                /s/ Sanford M. Reich, MD
                                         -----------------------------
                                         Sanford M. Reich, MD.,Director


                                       21
<PAGE>   23

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                           --------------------------



                                    EXHIBITS

                                       TO

                                    FORM 10-K

                      Annual Report Pursuant to Section 13
                 or 15(d) of the Securities Exchange Act of 1934

                         ------------------------------


                   PARTNERS HEALTH PLAN OF PENNSYLVANIA, INC.
             (Exact Name of Registrant as Specified in its Charter)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                       22