HEALTH CARE : FHP-TakeCare Merger Now Awaits Approval by Stockholders

The day of reckoning is approaching for executives of FHP International Inc., the Fountain Valley health maintenance organization, and its Northern California competitor, TakeCare Inc.

The two companies have announced an ambitious $1-billion plan to merge, creating the third-largest HMO in California and the fifth-largest in the nation.

But before the deal can close, shareholders of both companies must weigh in with their votes on whether it should proceed. Those votes will be counted June 10, when the two firms expect to hold separate annual meetings.

FHP spokeswoman Ria Carlson said that executives do not anticipate any strong opposition, though a proxy statement sent out recently showed that TakeCare executives would receive more than $12 million in bonuses for giving FHP the nod to take over the Concord-based HMO.

In addition, four FHP board members, including Chairman Robert Gumbiner , would receive $50,000 each for their work on the much-publicized acquisition.