Healthcare USA of Santa Ana has taken...

Healthcare USA of Santa Ana has taken steps to protect itself from an unfriendly takeover for the next 18 months by declaring a special stock rights dividend to be triggered only if someone acquires 20% of Healthcare’s common stock or makes an unfriendly tender offer for 30% of Healthcare’s common stock. “We wanted some protection in case anyone had any ideas of acquiring the company,” said Healthcare Chairman Harlan Loomas. Loomas said there has been no evidence that his company is a takeover target. But since restructuring the company from a hospital operator to a prepaid health plan company two months ago, Loomas said, the stock is undervalued and may be attractive to hostile suitors.

Several Wall Street health care industry analysts interviewed Friday said they were not aware of any company interested in acquiring Healthcare. They said it has become a common practice for companies to implement anti-takeover provisions in the wake of a national merger and acquisition binge.

Loomas said the special dividend provides current shareholders the right to buy one share of common stock at $40 per share for each share of common stock outstanding. The special dividend, often called a “poison pill” because it deters takeovers, was designed by Healthcare’s attorneys and its investment bankers at Drexel Burnham Lambert Inc.

Loomas said the special dividend expires in 18 months, but could possibly be re-issued. He said the short-term approach was taken because he expects the company’s earning power to grow and its stock price to improve within that time.

Healthcare’s stock closed Friday at $18.875 per share, up 25 cents in trading on the New York Stock Exchange.