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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): March 20, 1996
COVENTRY HEALTH PLAN OF PENNSYLVANIA, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 33-8686 25-1536040
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(State or (Commission File Number) (I.R.S. Employer
other jurisdiction Identification No.)
of incorporation)
5700 Corporate Drive, Suite 300
Pittsburgh, PA 15237
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 366-9000
PARTNERS Health Plan of Pennsylvania, Inc.
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
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Effective March 20, 1996, Coventry Corporation, a Delaware corporation
("Coventry") and its indirect, wholly-owned subsidiary, Coventry Acquisition
Corporation, a Tennessee corporation ("CAC"), acquired 100% of the common stock
of the Registrant (the "Common Stock") and all of the outstanding Preferred
Stock (the "Preferred Stock") of the Registrant's wholly-owned subsidiary,
Aetna Health Plans of Western Pennsylvania, Inc., pursuant to the terms of the
Stock Purchase and Merger Agreement dated December 18, 1995 and amended by that
certain Amendment No. 1 dated March 20, 1996 (as amended, the "Agreement"),
both by and among Coventry, CAC, Registrant, and AHP Holdings, Inc., a
Connecticut corporation that owned approximately 81% of the Common Stock
("Holdings"). Holdings is a wholly-owned subsidiary of Aetna Life Insurance
Company, which is a wholly-owned subsidiary of Aetna Life and Casualty Company.
The transaction contemplated by the Agreement occurred in two steps.
In the first step, Coventry and CAC acquired all of the Common Stock owned by
Holdings, or 4,957 shares, for $5,274.90 per share in cash and all of the
Preferred Stock for $2,955,000 in cash (the "Stock Purchase Closing").
Immediately after the Stock Purchase Closing, CAC adopted a Plan of Merger and
executed and filed Articles of Merger with the offices of the Secretary of
State of the State of Tennessee and the Commonwealth of Pennsylvania, and CAC
merged with and into the Registrant (the "Merger"). Each of the holders of
Common Stock (other than CAC or Coventry) at the time of the Merger received a
right to $5,274.90 per share in cash. A change in control of the Company
occurred upon the completion of the first step of the transaction contemplated
by the Agreement. The Merger did not require a vote of the holders of the
Common Stock. Upon the filing of the Articles of Merger and the Plan of Merger,
the Articles of Incorporation were amended to change the name of the Registrant
to Coventry Health Plan of Pennsylvania, Inc.
The total consideration for the Common Stock was $32,045,017.50. The
total consideration for the acquisition was $35,000,017.50. The cash for the
stock purchase and merger consideration was provided by Coventry. Coventry
borrowed the funds under its credit facility pursuant to a certain Second
Amended and Restated Credit Agreement dated November 20, 1992 among Coventry,
the Banks listed therein and Morgan Guaranty Trust Company of New York, as
Agent.
There are no arrangements known to the Registrant which may at a
subsequent date result in a change in control of the Registrant.
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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 PLAN OF PENNSYLVANIA, INC.
Date: March 29, 1996 By: /s/ Frederick G. Merkel
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Title: Vice President
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EXHIBIT INDEX
No. Exhibit
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2(i) Stock Purchase and Merger Agreement - Incorporated by
reference to Registrant's Current Report on Form 8-K
dated December 18, 1995
2(ii) Amendment No. 1 to Stock Purchase and Merger Agreement
dated as of March 20, 1996, by and among Partners
Health Plan of Pennsylvania, Inc., AHP Holdings, Inc.,
Coventry Corporation and Coventry Acquisition
Corporation
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EXHIBIT 2(ii)
AMENDMENT NO. 1 TO
STOCK PURCHASE AND MERGER AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AND MERGER AGREEMENT (this
"Amendment No. 1") is made as of March 20, 1996, by and among AHP Holdings,
Inc., a Connecticut corporation ("Holdings"), PARTNERS Health Plan of
Pennsylvania, Inc., a Pennsylvania corporation (the "Company"), Coventry
Corporation, a Delaware corporation ("Purchaser"), and Coventry Acquisition
Corporation, a Tennessee corporation and a wholly-owned subsidiary of Purchaser
("Merger Sub").
WITNESSETH:
WHEREAS, Holdings, the Company, Purchaser and Merger Sub are parties to
that certain Stock Purchase and Merger Agreement dated as of December 18, 1995
(the "Purchase Agreement"); and
WHEREAS, Holdings, the Company, Purchaser and Merger Sub desire to
amend the Purchase Agreement in accordance with Section 11.3 thereof.
NOW THEREFORE, for good and valuable consideration, received by
Holdings, the Company, Purchaser and Merger Sub to each of their full
satisfaction, each of Holdings, the Company, Purchaser and Merger Sub hereby
covenants and agrees as follows:
1. Definitions. Capitalized terms used in this Amendment No. 1 without
definition shall have the respective meanings assigned to them in the Purchase
Agreement.
2. Section 3.1. Section 3.1 of the Purchase Agreement is hereby amended
and restated in its entirety as follows:
3.1 CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of the Company in effect at the Effective Time shall be
the Certificate of Incorporation of Surviving Corporation until duly
amended in accordance with the terms thereof and the PBCL, except that
the name of Surviving Corporation shall be changed to a name that is
not inconsistent with the terms of this Agreement.
3. Section 3.2. Section 3.2 of the Purchase Agreement is hereby amended
and restated in its entirety as follows:
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3.2 BY-LAWS. The By-Laws of the Company in effect at the
Effective Time shall be the By-Laws of Surviving Corporation until duly
amended in accordance with the terms thereof and the PBCL.
4. Section 6.1(b). Section 6.1(b) of the Purchase Agreement is hereby
amended by deleting the second sentence of such Section 6.1(b) in its entirety
and substituting the following therefor:
Holdings owns, beneficially and of record, 4,957 Shares and all 2,955
outstanding shares of Preferred Stock.
5. Compliance with Obligations. To the best of each of Holdings' and the
Company's knowledge, as of the date of this Amendment No. 1, each of Holdings
and the Company has complied with its obligations under the Purchase Agreement.
To the best of each of Purchaser's and Merger Sub's knowledge, as of the date
of this Amendment No. 1, each of Purchaser and Merger Sub has complied with its
obligations under the Purchase Agreement.
6. Effective Date. Upon the execution and delivery hereof by the parties
hereto, the modifications described in this Amendment No. 1 shall be effective
as of the date hereof for all purposes, as if the Purchase Agreement contained
such modifications on such date.
7. Extent of Modifications. Except as expressly modified herein, all
terms, conditions, covenants and agreements contained in the Purchase Agreement
are hereby confirmed and ratified and shall continue in full force and effect.
8. Miscellaneous. (a) This Amendment No. 1 shall be binding upon and
inure to the benefit of each of Holdings, the Company, Purchaser and Merger Sub
and their respective legal representatives, successors and assigns.
(b) This Amendment No. 1 may not be modified, amended or changed
except in accordance with the procedures set forth in Section 11.3 of the
Purchase Agreement.
(c) This Amendment No. 1 shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania as
provided in Section 11.6 of the Purchase Agreement.
(d) The underlined Section headings in this Amendment No. 1 have been
inserted herein for convenience of reference only and are not a part of this
Amendment No. 1.
(e) This Amendment No. 1 may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which, when taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed and
delivered by the duly authorized officers of the parties hereto on the date
first hereinabove written.
ATTEST: COVENTRY CORPORATION
By: /s/ Shirley R. Smith By: /s/ Richard H. Jones
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Name: Shirley R. Smith Name: Richard H. Jones
Title: Secretary Title: Sr. Vice President,
Finance and Development
ATTEST: COVENTRY ACQUISITION
CORPORATION
By: /s/ Shirley R. Smith By: /s/ Richard H. Jones
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Name: Shirley R. Smith Name: Richard H. Jones
Title: Secretary Title: Vice President
ATTEST: PARTNERS Health Plan of
Pennsylvania, Inc.
By: /s/ Roberta P. Schmidt By: /s/ Steven W. Jones
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Name: Roberta P. Schmidt Name: Steven W. Jones
Title: Secretary Title: President
ATTEST: AHP Holdings, Inc.
By: /s/ Charles H. Klippel By: /s/ Diana G. Clark
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Name: Charles H. Klippel Name: Diana G. Clark
Title: Secretary Title: Asst. Vice President
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