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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 1998
(April 23, 1998)
COVENTRY HEALTH CARE, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-29676 52-2073000
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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6705 Rockledge Drive, Suite 100
Bethesda, Maryland 20817
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 581-0600
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events - Description of Registrant's Securities
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A description of the Common Stock of the Registrant is set forth under
the caption "Description of Capital Stock" in the Joint Proxy
Statement/Prospectus contained in the Registration Statement on Form S-4
(Registration Statement No. 333-45821), as amended, and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
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2.1 Capital Contribution and Merger Agreement dated as of November 3, 1997
("Combination Agreement") by and among Coventry Corporation, Coventry
Health Care, Inc., a Delaware corporation, Coventry Health Care, Inc.,
a Maryland corporation, Principal Mutual Life Insurance Company,
Principal Holding Company and Principal Health Care, Inc. (Incorporated
by reference to Exhibit 2.1 to Form S-4, as amended, Registration
Statement No. 333-45821, of Coventry Health Care, Inc.).
2.2 Agreement and Plan of Merger by and among Coventry Corporation, Coventry Health
Care, Inc. and Coventry Merger Corporation (Incorporated by reference to Exhibit 2.2
to Form S-4, as amended, Registration Statement No. 333-45821, of Coventry Health
Care, Inc.).
4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to
Coventry Health Care, Inc. Form 8-K dated April 8, 1998).
4.2 Rights Agreement dated March 30, 1998 between Coventry Health Care, Inc. and
ChaseMellon Shareholder Services, L.L.C. (Incorporated by reference to Exhibit 4.2 to
Coventry Health Care, Inc. Form 8-K dated April 8, 1998).
4.3 Amended and Restated Securities Purchase Agreement dated as of April 2,
1997, by and among Coventry Corporation, Warburg, Pincus Ventures, L.P.
("Warburg") and Franklin Capital Associates III, L.P., together with
Exhibit A (Form of Convertible Note), Exhibit B (Form of Warrant) and
Exhibit C (Form of Certificate of Designation of Series A Preferred
Stock) (Incorporated by reference to Exhibit 10 to Coventry Corporation
Form 8-K dated May 7, 1997).
4.4 Amended Form of Convertible Note (Incorporated by reference to Exhibit
4.5 to Coventry Corporation Form 10-K dated March 24, 1998).
4.5 Common Stock Purchase Warrant dated as of April 1, 1998 (Incorporated
by reference to Exhibit 4.5 to Coventry Health Care, Inc. Form 8-K
dated April 8, 1998).
4.6 Form of Common Stock Purchase Warrant, as amended, of Coventry (assumed
by CHC as of April 1, 1998) (Incorporated by reference to Exhibit 4.6
to Coventry Health Care, Inc. Form 8-K dated April 8, 1998).
4.7 Consent of Warburg, Pincus Ventures, L.P. dated December 18, 1997 (Incorporated by
reference to Exhibit 4.7 to Coventry Health Care, Inc. Form 8-K dated April 8, 1998).
4.8 Shareholders' Agreement dated as of April 1, 1998, by and among
Coventry Health Care, Inc., Principal Mutual Life Insurance Company,
and Principal Health Care, Inc.
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(Incorporated by reference to Exhibit 4.8 to Coventry Health Care, Inc.
Form 8-K dated April 8, 1998).
20 Joint Proxy Statement/Prospectus, dated March 12, 1998, of Coventry
Health Care, Inc.(Incorporated by reference to the Joint Proxy
Statement/Prospectus included in Coventry Health Care, Inc.'s
Registration Statement on Form S-4, as amended, Registration Statement
No. 333-45821).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COVENTRY HEALTH CARE, INC.
Date: April 23, 1998 By: /s/ Dale B. Wolf
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Dale B. Wolf
Chief Financial Officer
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