<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1999
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
COVENTRY HEALTH CARE, INC.
(Exact name of Registrant as specified in its charter)
---------------
<TABLE>
<S> <C> <C>
DELAWARE 8011 52-2073000
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number Identification No.)
</TABLE>
705 ROCKLEDGE DRIVE, SUITE 900
BETHESDA, MARYLAND 20817
(301) 581-0600
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
SHIRLEY R. SMITH, ESQ.
COVENTRY HEALTH CARE, INC.
6705 ROCKLEDGE DRIVE, SUITE 900
BETHESDA, MARYLAND 20817
(301) 581-0600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copy to:
SIDNEY TODRES, ESQ.
EPSTEIN BECKER & GREEN, P.C.
250 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 351-4500
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon
as practicable after this registration statement becomes effective.
---------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plan, please check the
following box [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
-----------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
------------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 20,355 $8.00 $171,745 $46.00
========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, based
upon the average of the high and low sales prices of the Common Stock on the
Nasdaq Stock Market on April 1, 1999, pursuant to Rule 457(c) under the
Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
"Subject to Completion, dated April 5, 1999"
PROSPECTUS
COVENTRY HEALTH CARE, INC.
20,355 Shares of Common Stock
($.01 par value)
---------------
The 20,355 shares of common stock to which this prospectus relates
have been received by the selling shareholders named in this prospectus under
the 1998 Performance Incentive Plan of Coventry Health Care, Inc. In accordance
with the terms of the plan, eligible employees, such as the selling
shareholders, are rewarded for their contributions to the growth and
profitability of Coventry with bonus payments, a portion of which may be payable
in shares of Coventry's common stock.
The shares may be sold by the selling shareholders from time to time
in transactions on The Nasdaq Stock Market at prices then prevailing, or in
negotiated transactions at negotiated prices, or a combination thereof. See
"Selling Shareholders" and "Plan of Distribution." The Company will not receive
any proceeds from the sale of the shares by the selling shareholders.
---------------
Coventry's common stock is traded on The Nasdaq Stock Market under
the symbol "CVTY." On April 1, 1999, the last reported sale price of the common
stock on The Nasdaq Stock Market was $8.00 per share.
---------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS.
---------------
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------
The date of this prospectus is ___________, 1999
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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PAGE
----
<S> <C>
FORWARD-LOOKING STATEMENTS.................................................................................2
WHERE YOU CAN FIND MORE INFORMATION ABOUT US...............................................................2
THE COMPANY................................................................................................3
RISK FACTORS...............................................................................................4
SELLING SHAREHOLDERS.......................................................................................7
PLAN OF DISTRIBUTION.......................................................................................8
LEGAL MATTERS..............................................................................................8
EXPERTS....................................................................................................8
</TABLE>
FORWARD-LOOKING STATEMENTS
This prospectus and documents incorporated by reference in this
prospectus contain forward-looking statements. These statements relate to future
events or our future financial performance. Actual events or performance may
differ materially from these statements. In evaluating the statements, you
should consider various factors, including the risks outlined below in "Risk
Factors."
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file with the Commission at the Public Reference Room at
the Commission, at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information
concerning the Public Reference Room. The Commission also makes these documents
available on its web site at http:\\www.sec.gov.
We have filed with the Commission a registration statement on Form
S-3 under the Securities Act of 1933 relating to the common stock offered by
this prospectus. This prospectus constitutes a part of the registration
statement but does not contain all of the information set forth in the
registration statement and its exhibits. For further information, we refer you
to the registration statement and its exhibits.
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<PAGE> 4
The Commission allows us to "incorporate by reference" the
information we file with it, which means that we can disclose important
information to you by referring you to another document we have filed with the
Commission. The information incorporated by reference is an important part of
this prospectus and information that we file later with the Commission will
automatically update and supersede this information. We incorporate by reference
the following:
- Coventry's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998; and
- Coventry's Current Reports on Forms 8-K and 8-K/A filed
April 23, 1998 and December 22, 1998, respectively,
which contains a description of Coventry's common stock;
and
- Any future filings we make with the Commission until all
of the common stock offered by this prospectus has been
sold by the selling shareholders.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address or telephone number:
Coventry Health Care, Inc.
6705 Rockledge Drive, Suite 100
Bethesda, Maryland 20817
(telephone no. 301-581-0600 x2460)
Attention: Lisa Toews-Daugherty, Investor Relations
You should rely only on the information contained or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
The information contained in this prospectus is accurate only as of the date of
this prospectus.
THE COMPANY
Coventry Health Care, Inc. is a managed health care company that
provides comprehensive health benefits and services to a broad cross section of
employer and government-funded groups in the Midwest, Mid-Atlantic and
Southeastern United States.
Coventry was incorporated under the laws of the State of Delaware on
December 17, 1997. Its executive offices are located at 6705 Rockledge Drive,
Suite 900, Bethesda, Maryland 20817 (telephone no. 301-581-0600).
3
<PAGE> 5
RISK FACTORS
You should carefully consider the risks described below before
making an investment decision. The risks described below are not the only ones
facing our company. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations.
Our business, financial condition or results of operations could be
materially adversely affected by any of these risks. The trading price of our
common stock could decline due to any of these risks, and you may lose all or
part of your investment.
This prospectus also contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including the risks faced by us described below and elsewhere in the
prospectus.
LIMITATIONS ON ABILITY TO INCREASE REVENUES
Increases in our revenues will be generally dependent upon our
ability to increase premiums, membership, as well as the mix of products sold.
Our membership, excluding the membership acquired from Principal Health Care
("PHC") in April 1998, recently has shown only moderate increases. Although
premium rates for managed care plans generally have increased in recent months,
competitive pressures, regulatory restrictions and consumer preferences for
lower priced health-care options may cause decreases or severely limit
increases in premiums in the future. The premiums from governmental programs,
such as Medicare and Medicaid, are generally not based on a company's
anticipated costs and cannot be adjusted by us. Recent legislation has limited
Medicare premium increases substantially compared with increases permitted in
prior years. Certain of our customers represent a significant percentage of the
membership of one or more of our health plans, and the loss of one or more of
such customers could result in a material adverse effect with respect to our
future revenues.
LIMITATIONS ON ABILITY TO PROJECT ACTUAL HEALTH CARE COSTS
A substantial portion of our revenues are expected to pay the costs
of health care services or supplies delivered to persons covered by its health
plan and insurance products. Our total health care costs incurred are affected
by the number of individual services rendered and the cost of each service. Much
of the premium revenue is set in advance of the actual delivery of the services
and the incurring of the related costs, usually on a prospective annual basis.
While we attempt to base the premiums we charge at least in part on our estimate
of expected health care costs over the fixed premium period, competition,
regulations and other circumstances may limit our ability to fully base premiums
on estimated costs. In addition, many factors may and often do cause actual
health care costs to exceed those estimated costs, including increased cost of
4
<PAGE> 6
individual services, catastrophes, epidemics, seasonality, general inflation,
new mandated benefits or other regulatory changes and insured population
characteristics. Accordingly, there may be discrepancies between reserves for
incurred-but-not-reported liabilities, and the actual amount of such
liabilities. Historically, increases in health care prices and utilization have
caused health care costs to rise faster than general inflation. While these
increases have moderated recently, we cannot insure that health care prices or
utilization will not again increase at a more rapid pace.
RELIANCE UPON AGREEMENTS WITH PROVIDERS
Prior to 1997, our St. Louis and Pennsylvania health plans offered
members access to Coventry-owned and Coventry-staffed medical centers, as well
as to networks of contracting providers. During 1997, our medical centers were
sold to provider systems which have contracted to provide care to our members
continuing to use such centers. We expect that substantially all of our members
will be served by providers contracting with us to provide the requisite medical
care. Our ability to contract successfully with a sufficiently large number of
providers in a given geographic market will impact the relative attractiveness
of our managed care products in those markets. The terms of those provider
contracts also have a material impact on our medical costs and our ability to
control such costs. In some of our markets, certain provider systems have a
major presence. If such provider systems refuse to contract with us, place us at
a competitive disadvantage or use their market position to negotiate contracts
unfavorable to us, our product offerings or profitability in such markets could
be adversely affected.
Among the medical cost control techniques we have utilized are
capitation agreements with providers pursuant to which the providers are paid a
fixed dollar amount per member per month, with the provider obligated to
provide all of a particular type of medical service required by the members, and
global capitation agreements pursuant to which a single integrated
hospital-physician provider system provides substantially all hospital and
medical services to a large number of members for a fixed percentage of the
premium charged by us with respect to those members. While these systems may
shift to the contracting provider system the risk that medical costs will exceed
the amounts anticipated, we will be exposed to the risks that the provider
systems are financially unable or unwilling to fulfill their payment or
medical care obligations under the capitation agreements or that members may
prefer other providers in the market.
RECENT OPERATING LOSSES
Our operating loss in 1998 was primarily attributable to charges
related to the establishment of reserves related to the bankruptcy of Allegheny
Health, Education and Research Foundation, with which we have a long term global
capitation agreement, and to the relocation of our corporate headquarters.
Although our management believes that our operating results will improve in
1999 and 2000, there can, however, be no such assurance.
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RISK OF SUBSTANTIAL BENEFICIAL OWNERSHIP BY PRINCIPAL MUTUAL LIFE AND ITS
AFFILIATES
As a result of our acquisition of the PHC health plans, Principal
Life Insurance Company and its affiliates (collectively, "Principal Life") own
approximately 40% of our common stock, on a fully diluted basis. Although it has
agreed to a limitation on acquiring additional shares of our common stock and
from taking certain other actions, Principal Life will be permitted, under
certain circumstances, to acquire additional shares in order to maintain
ownership of up to 40% of our common stock, and has the right to elect at least
one member of our Board of Directors for each 6% ownership of our common stock
until April 2003. After April 2003 or after a third party acquires more voting
securities than those held by Principal Life, there will be no restrictions on
the acquisition of our common stock by Principal Life. Prior to September 1999,
as long as Principal Life maintains ownership of 40% of our common stock, it is
highly unlikely that any matter involving a shareholder vote, including the
issuance of more than 20% of our common stock, or an acquisition of Coventry by
merger, consolidation, share exchange or other transaction could be effectuated
if Principal Life were opposed thereto. Thereafter, from September 1999 and
until April 2003, Principal Life has agreed to vote its shares in favor of an
acquisition required to be approved by shareholders that the Board has
recommended and that has been approved by a majority of our shareholders other
than Principal Life. After April 2003, there will be no restrictions on the
acquisition of additional shares of our common stock by Principal Life, and as a
result, Principal Life, in addition to having an effective veto over
transactions involving a shareholder vote (assuming it were to continue to
beneficially own 40% of our common stock), could acquire over 50% of our common
stock and exercise actual control of Coventry without a vote of our remaining
shareholders.
6
<PAGE> 8
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to
the shares of Coventry's common stock owned and being offered hereby by the
selling shareholders:
<TABLE>
<CAPTION>
SHARES OWNED SHARES SHARES OWNED
NAME PRIOR TO OFFERING(1) BEING OFFERED(2) AFTER OFFERING
---- -------------------- ---------------- --------------
<S> <C> <C> <C>
William J. Anthony............ 330 330 0
Michael P. Brady.............. 105 105 0
Mark Calderon, M.D............ 780 780 0
Ronald M. Chaffin............. 1149 1,149 0
Glenn Davis................... 575 575 0
Thomas A. Davis............... 7,397 897 6,500
Mary Kay Deighan.............. 245 245 0
Harvey C. DeMovick............ 6,787 903 5,884
Eric L. Dove.................. 78 78 0
Stuart M. Fishkin............. 686 186 500
Louis Garcia.................. 474 474 0
Shawn M. Guertin.............. 6,068 238 5,830
James R. Hailey............... 657 657 0
Davina C. Lane................ 5,188 1,988 3,200
J. Stewart Lavelle............ 4,789 766 4,023
Bernard J. Mansheim, M.D...... 1,929 929 1,000
James E. McGarry.............. 46,464 2,664 43,800
Stephen H. Nolte.............. 775 775 0
Shirley R. Smith.............. 5,245 7 5,238
Francis S. Soistman, Jr....... 4,170 670 3,500
Janet M. Stallmeyer........... 869 369 500
John J. Stelben............... 8,471 238 8,233
Joseph M. Tagliareni.......... 211 211 0
George Wheeler, Jr............ 129 129 0
Allen F. Wise................. 111,599 4,198 107,401
Dale B. Wolf.................. 53,584 794 52,790
</TABLE>
- -----------------
(1) Exclusive of shares owned under our 401(k) Plan and Supplemental Executive
Retirement Plan.
(2) The shares being offered have been received by the selling shareholders
under our 1998 Performance Incentive Plan.
7
<PAGE> 9
PLAN OF DISTRIBUTION
The shares may be sold by the selling shareholders from time to time
in transactions on The Nasdaq Stock Market at prices then prevailing, or in
negotiated transactions at negotiated prices, or a combination thereof. Coventry
will not receive any proceeds from the sale of the shares by selling
shareholders.
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for
Coventry by Epstein Becker & Green, P.C., New York, New York.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this prospectus and in the registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.
8
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
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The estimated expenses of this offering are as follows:
<S> <C>
S.E.C. Registration Fee........................................... $ 46
Accounting Fees................................................... 6,000
Legal Fees and Expenses........................................... 5,000
Miscellaneous Expenses............................................ 3,954
-----
Total.................................................... $15,000
=======================
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law grants
corporations the power to indemnify their directors, officers, employees and
agents in accordance with the provisions thereof, Article VI of the Registrant's
Charter (as amended) and Article VII of the Registrant's By-laws provide for
indemnification of Company's directors, officers, agents and employees to the
full extent permissible under Section 145 of the Delaware General Corporation
Law.
The Registrant maintains directors' and officers' liability
insurance coverage.
ITEM 16. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Capital Contribution and Merger Agreement dated as of
November 3, 1997 by and among Coventry Corporation,
Coventry Health Care, Inc., Principal Mutual Life
Insurance Company, Principal Holding Company and
Principal Health Care, Inc. (Incorporated by reference
to Exhibit 2.1 to Form S-4, 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, Registration Statement No. 333-45821 of
Coventry Health Care, Inc.).
4.1 Certificate of Incorporation of Coventry Health Care,
Inc. (Incorporated by reference to Exhibit 3.1 to Form
S-4, Registration Statement No. 333-45821 of Coventry
Health Care, Inc.).
4.2 Bylaws of Coventry Health Care, Inc. (Incorporated by
reference to Exhibit 3.2 to Form S-4, Registration
Statement No. 333-45821 of Coventry Health Care, Inc.).
</TABLE>
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<TABLE>
<S> <C> <C>
4.3 Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to Coventry Health Care, Inc.
Form 8-K dated April 8, 1998).
4.4 Form of Coventry Health Care, Inc. Rights Agreement
(Incorporated by reference to Exhibit 4.1 to Form S-4,
Registration Statement No. 333-45821 of Coventry Health
Care, Inc.).
4.4a Amendment No. 1 to Coventry Health Care, Inc. Rights
Agreement (Incorporated by reference to Exhibit 2 to
Form 8-K/A dated December 22, 1998).
5 Opinion of Epstein Becker & Green, P.C.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Epstein Becker & Green, P.C. (included in
Exhibit 5).
24 Power of Attorney (included as part of Signature Page).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b), if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by
reference in the registration statement.
II-2
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(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the Securities offered therein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of competent jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such Securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland, on the 31st day of
March, 1999.
COVENTRY HEALTH CARE, INC.
By:/s/ Allen F. Wise
-----------------------------------
Allen F. Wise
President and Chief Executive Officer
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint JOHN W. CAMPBELL and SHIRLEY R.
SMITH, and each of them, with full power to act without the other, his true and
lawful attorney-in-fact and agent for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including without limitation any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully, for all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Allen F. Wise President, Chief Executive March 31, 1999
- ----------------------------------------------- Officer and Director (Principal
Allen F. Wise Executive Officer)
/s/ Dale B. Wolf Executive Vice President and March 31, 1999
- ----------------------------------------------- Chief Financial Officer
Dale B. Wolf (Principal Financial and
Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John H. Austin, M.D. Director March 31, 1999
- --------------------------------------------
John H. Austin, M.D.
Director
- --------------------------------------------
Thomas L. Blair
/s/Gary M. Cain Director March 31, 1999
- --------------------------------------------
Gary M. Cain
/s/ Laurence DeFrance Director March 31, 1999
- --------------------------------------------
Laurence DeFrance
/s/ David J. Drury Director March 31, 1999
- --------------------------------------------
David J. Drury
/s/ Emerson D. Farley, Jr., M.D. Director March 31, 1999
- --------------------------------------------
Emerson D. Farley, Jr., M.D.
/s/ Thomas J. Graf Director March 31, 1999
- --------------------------------------------
Thomas J. Graf
/s/ Patrick T. Hackett Director March 31, 1999
- --------------------------------------------
Patrick T. Hackett
/s/ Richard H. Jones Director March 31, 1999
- --------------------------------------------
Richard H. Jones
/s/ Lawrence N. Kugelman Director March 31, 1999
- --------------------------------------------
Lawrence N. Kugelman
/s/ Rodman W. Moorhead, III Director March 31, 1999
- --------------------------------------------
Rodman W. Moorhead, III
Director
- --------------------------------------------
Elizabeth E. Tallett
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF EPSTEIN BECKER & GREEN, P.C.]
April 5, 1999
Coventry Health Care, Inc.
6705 Rockledge Drive, Suite 900
Bethesda, Maryland 20817
Ladies and Gentlemen:
We have acted as counsel to Coventry Health Care, Inc. (the
"Company") in connection with its filing with the Securities and Exchange
Commission of a registration statement on Form S-3 (the "Registration
Statement") covering 20,355 shares of the Company's authorized and issued shares
of common stock, $.01 par value (the "Shares").
As such counsel, we have examined original copies, or copies
certified to our satisfaction, of the corporate records of the Company,
agreements and other instruments, certificates of public officials and such
other documents as we deemed necessary as a basis for the opinion hereinafter
set forth.
On the basis of the foregoing, we are of the opinion that the Shares
are validly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of such Registration Statement.
Very truly yours,
EPSTEIN BECKER & GREEN, P.C.
By: /s/ SIDNEY TODRES
---------------------------
Sidney Todres, Esq.
<PAGE> 1
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 registration statement of our reports dated February
16, 1999, included in Coventry Health Care, Inc.'s Form 10-K for the year ended
December 31, 1998, and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Baltimore, Maryland
April 5, 1999
