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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1999
REGISTRATION NO. 333-75675
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
COVENTRY HEALTH CARE, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 6324 52-2073000
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
6705 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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.
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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. [ ]
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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.
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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 December 22, 1999
PROSPECTUS
COVENTRY HEALTH CARE, INC.
20,355 shares of common stock
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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.
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 the selling
shareholders.
-----------------
Coventry's common stock is traded on The Nasdaq Stock Market under the
symbol "CVTY." On December17, 1999, the last reported sale price of the common
stock on The Nasdaq Stock Market was $6.94 per share.
-----------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
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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
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TABLE OF CONTENTS
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Table of Contents........................................................................2
The Company..............................................................................3
Risk Factors.............................................................................3
Where You Can Find More Information About Us.............................................6
Forward-Looking Statements...............................................................7
Selling Shareholders.....................................................................8
Plan of Distribution.....................................................................9
Legal Matters............................................................................9
Experts..................................................................................9
</TABLE>
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THE COMPANY
Coventry 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).
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks described below are not the only ones that we
face. 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. Further, 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.
IF WE ARE UNABLE TO INCREASE OUR REVENUES, WE MAY NOT BE PROFITABLE AND THE
VALUE OF YOUR INVESTMENT MAY DECLINE.
Increases in our revenues will be generally dependent upon our ability to
increase premiums and membership. Premium rates for managed care plans generally
have increased in recent months, but we could experience unforeseen decreases or
severely limited increases in future premium revenues, which could impact our
profitability. Factors that could affect our ability to maintain or increase
premium revenues include (1) loss of membership to our competitors, (2) failure
to attract new members, (3) inability to increase premiums due to regulatory
restrictions (4) loss of membership due to increased premium rates, (5)
withdrawal from unprofitable markets, and (6) consumer preferences for lower
priced health care options. Currently, the majority of our premium revenues come
from commercial employer contracts. Large customers, whose contracts are
generally renewable each year, represent a significant percentage of the
membership of one or more of our health plans and twenty percent (20%) of our
overall membership. The loss of one or more of these customers could result in a
material adverse effect on our future revenues and our ability to cover
expenses. Also, 27.5% of our premium revenues to date in 1999 were derived from
governmental programs, including Medicare and Medicaid. These premiums are
generally fixed by the government and we cannot adjust them based on our
anticipated costs. Recent legislation has limited Medicare premium increases
substantially as compared to increases permitted in prior years. As a result,
the future costs of our government programs could exceed the future premium
revenues received. These
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losses of premium revenues and membership could adversely affect our financial
position and profitability and cause a decline in the value of your investment
in Coventry.
LIMITATIONS ON OUR ABILITY TO PROJECT ACTUAL HEALTH CARE COSTS COULD RESULT IN
COSTS BEING HIGHER THAN PREMIUM REVENUES, WHICH COULD ADVERSELY AFFECT YOUR
INVESTMENT IN COVENTRY.
We expect to use a substantial portion of our revenues to pay the costs of
health care services and supplies delivered to our membership. The total cost
incurred by us is affected by the number of individual services rendered and the
cost of each service. A large part of the premium revenue is set on an annual
basis before the actual services are delivered and the related costs are
incurred. The number of individual services rendered and the cost of each
service affect our total health care costs. 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, other factors may limit our ability to
fully base premiums on estimated costs and could cause actual health care costs
to exceed estimated health care costs. These factors could include (1) the
increased cost of individual health care services, (2) the type and number of
individual health care services delivered exceeding our expectations, (3) the
occurrence of catastrophes or epidemics, (4) seasonality and trends, (5) general
inflation, (6) new mandated benefits or other regulatory changes that increase
our costs, (7) operational issues, (8) insured population characteristics, (9)
competitive pressures and (10) other unforeseen occurrences. We establish
reserves based on estimates of the costs incurred for covered services received
by members but not yet reported. Coventry's reserves for
incurred-but-not-reported liabilities may fall short of the actual amount of
incurred-but-not-reported liabilities. This shortfall could significantly change
our results of operations, affect profitability and adversely affect the value
of your investment in Coventry. Historically, increases in health care prices
and higher than expected use of health care services have caused health care
costs to rise faster than general inflation. While these increases have
moderated recently, we cannot ensure that the cost of health care services or
utilization will not again increase at a more rapid pace. These increases could
significantly change our results of operations, affect profitability and
adversely affect the value of your investment.
FAILURE TO OBTAIN COST-EFFECTIVE AGREEMENTS WITH A SUFFICIENT NUMBER OF
PROVIDERS MAY RESULT IN HIGHER MEDICAL COSTS AND LOSS OF MEMBERSHIP, WHICH COULD
CAUSE YOUR INVESTMENT IN COVENTRY TO DECLINE IN VALUE.
Prior to 1997, Coventry's 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, Coventry medical centers
were sold to provider systems that have contracted to provide care to our
members continuing to use these 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 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 these costs. In some of our markets, there are provider
systems that have a major presence. If these provider systems refuse to contract
with us, place us at a competitive disadvantage or use their market position to
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negotiate contracts unfavorable to us, our product offerings or profitability in
these 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 we charge 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.
OPERATING RESULTS MAY NOT CONTINUE TO IMPROVE IN 1999 AND 2000, WHICH COULD
NEGATIVELY AFFECT OUR EARNINGS AND THE VALUE OF YOUR INVESTMENT IN COVENTRY MAY
DECLINE.
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, and to the relocation of our corporate
headquarters. Although we have reached a settlement with respect to the
bankruptcy of Allegheny Health, Education and Research Foundation and our
operating results have improved, there can be no assurance that operating
results will continue to improve. If we experience operating losses in 1999 and
2000, our earnings will be negatively affected and the value of your investment
in Coventry may decline.
PRINCIPAL LIFE INSURANCE COMPANY AND ITS AFFILIATES MAY BE ABLE TO TAKE CONTROL
OF COVENTRY, WHICH COULD ADVERSELY AFFECT YOUR SHARES OF COVENTRY COMMON STOCK.
As a result of our acquisition of the Principal Health Care health plans,
Principal Life Insurance Company owns approximately 40% of our common stock, on
a fully diluted basis. Although Principal Life has agreed to a limitation on
acquiring additional shares of our common stock, Principal Life has the right to
acquire additional shares of our common stock 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 common stock until April 2003.
Prior to April 2003, Principal Life has agreed to vote its shares in favor of
any acquisition required to be approved by shareholders that our Board of
Directors has recommended and that has been approved by a majority of
shareholders other than Principal Life. 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. 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 common
stock and take actions requiring a shareholder vote without the need for any
vote of our remaining shareholders. If Principal Life were to acquire over 50%
of our common stock, it would have actual control of us and would be the
majority shareholder and controlling
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vote in all actions involving a shareholder vote. As the majority shareholder,
Principal Life could block transactions that were advantageous to our minority
shareholders. The value of your investment in Coventry could decline because
future investors may not consider our common stock to be an attractive
investment because of the percentage of our common stock held by Principal Life.
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.
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:
- our annual report on Form 10-K for the fiscal year ended December 31,
1998;
- our quarterly reports on Form 10-Q for the fiscal quarters ended March
31, June 30 and September 30, 1999;
- our definitive proxy statement on Schedule 14A for our June 17, 1999
annual meeting of shareholders;
- our current reports on Forms 8-K and 8-K/A filed April 23, 1998 and
December 21, 1998, respectively, which contain a description of our
common stock;
- our current report on Form 8-K filed June 2, 1999 regarding our waiver
of reinsurance and policy renewal rights under our April 1998
agreement with Principal Life in exchange for $20 million; 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:
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Coventry Health Care, Inc.
6705 Rockledge Drive, Suite 100
Bethesda, Maryland 20817
(telephone no. 301-581-0600, ext. 2460)
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.
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 above in "Risk Factors."
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SELLING SHAREHOLDERS
The following table sets forth information with respect to the shares of
Coventry's common stock owned and being offered hereby by the selling
shareholders, excluding shares owned under our 401(k) Plan and our Supplemental
Executive Retirement Plan:
<TABLE>
<CAPTION>
NAME SHARES OWNED PRIOR TO SHARES
---- OFFERING BEING OFFERED SHARES OWNED 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............... 987 903 84
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................... 6,439 1,988 4,451
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.......... 7,670 670 7,000
Janet M. Stallmeyer.............. 1,708 369 1,339
John J. Stelben.................. 6,471 238 6,233
Joseph M. Tagliareni............. 211 211 0
George Wheeler, Jr............... 129 129 0
Allen F. Wise.................... 115,161 4,198 110,963
Dale B. Wolf..................... 45,626 794 44,832
</TABLE>
The shares being offered by the selling shareholders were received under
our 1998 Performance Incentive Plan. Pursuant to the Plan, eligible employees
are rewarded for their contributions to our growth and profitability with bonus
payments, a portion of which may be in shares of our common stock.
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PLAN OF DISTRIBUTION
The shares of common stock being offered by the selling shareholders may be
sold by the them 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 that firm as experts in giving those reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
The estimated expenses of this offering are as follows:
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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 our
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.).
4.3 Specimen Common Stock Certificate (Incorporated reference to Exhibit 4.1
to Coventry Health Care, Inc. Form 8-K dated April 8, 1998).
</TABLE>
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<TABLE>
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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
- -------------------
*Previously Filed
</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.
(2) That, for the purpose of determining any liability under the Act,
each 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.
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(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 a 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.
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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 amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bethesda, State of Maryland, on the 21st day of
December, 1999.
COVENTRY HEALTH CARE, INC.
By: * Allen F. Wise
-------------------------------------
Allen F. Wise
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Allen F. Wise President, Chief Executive Officer and December 21, 1999
- ----------------------------------------------------- Director (Principal Executive Officer)
Allen F. Wise
* Dale B. Wolf Executive Vice President and December 21, 1999
- ----------------------------------------------------- Chief Financial Officer
Dale B. Wolf (Principal Financial and
Accounting Officer)
* John H. Austin, M.D. Director December 21, 1999
- -----------------------------------------------------
John H. Austin, M.D.
Director
- -----------------------------------------------------
Thomas L. Blair
* David J. Drury Director December 21, 1999
- -----------------------------------------------------
David J. Drury
* Emerson D. Farley, Jr., M.D. Director December 21, 1999
- -----------------------------------------------------
Emerson D. Farley, Jr., M.D.
* Thomas J. Graf Director December 21, 1999
- -----------------------------------------------------
Thomas J. Graf
* Patrick T. Hackett Director December 21, 1999
- -----------------------------------------------------
Patrick T. Hackett
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Lawrence N. Kugelman Director December 21, 1999
- -----------------------------------------------------
Lawrence N. Kugelman
* Rodman W. Moorhead, III Director December 21, 1999
- -----------------------------------------------------
Rodman W. Moorhead, III
Director
- -----------------------------------------------------
Elizabeth E. Tallett
* By: /s/ Shirley R. Smith
-----------------------------------------------
Shirley R. Smith
Attorney-in-fact
</TABLE>
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