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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COVENTRY HEALTH PLAN OF PENNSYLVANIA, INC.
formerly known as PARTNERS Health Plan of Pennsylvania, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
------------------------------
(CUSIP Number)
Coventry Corporation
53 Century Blvd.
Nashville, TN 37214
(615) 391-2440
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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<TABLE>
<CAPTION>
CUSIP NO. 13D
<S> <C> <C>
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Coventry Corporation ("Coventry"), 62-1297579, and its wholly owned subsidiary, CHC Financial, Inc. ("CHC")
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS * BK
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Coventry - Delaware CHC - Tennessee
NUMBER OF SHARES (7) SOLE VOTING POWER
Coventry - 0 CHC - 0
BENEFICIALLY (8) SHARED VOTING POWER
Coventry - 4,957 (through CHC) CHC - 4,957
OWNED BY EACH (9) SOLE DISPOSITIVE POWER
Coventry - 0 CHC - 0
REPORTING PERSON (10) SHARED DISPOSITIVE POWER
WITH Coventry - 4,957 (through CHC) CHC - 4,957
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,957
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
(14) TYPE OF REPORTING PERSON *
Coventry - CO CHC - CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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Item 1. Security and Issuer
This Schedule 13D reflects changes in the ownership of the
Common Stock, no par value, of PARTNERS Health Plan of
Pennsylvania, Inc., whose name has been changed to Coventry Health
Plan of Pennsylvania, Inc. (the "Company"). The principal executive
offices of the company are located at 5700 Corporate Drive,
Pittsburgh, Pennsylvania 15237.
Item 2. Identity and Background
This Schedule 13D is filed on behalf of Coventry Corporation, a
Delaware corporation ("Coventry") and its wholly owned subsidiary, CHC
Financial, Inc., a Tennessee corporation ("CHC"). Coventry and CHC
each have their principal office and principal business addresses at
53 Century Boulevard, Suite 250, Nashville, Tennessee 37214.
Coventry's principal business is owning healthcare delivery systems
such as health maintenance organizations ("HMOs"). CHC is a holding
company for various operating subsidiaries, including the Company.
(d) and (e) The reporting persons have not, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
Effective March 20, 1996, Coventry and its indirect wholly-owned
subsidiary, Coventry Acquisition Corporation, a Tennessee
corporation ("CAC"), acquired 100% of the common stock of the Company
(the "Common Stock") and all of the outstanding Preferred Stock (the
"Preferred Stock") of the Company's wholly owned subsidiary, Aetna
Health Plans of Western Pennsylvania, Inc. ("AHPWP"), 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, the
Company, 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 4957 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
Company (the "Merger"). Each share of Common Stock (other than shares
of Common Stock held by CAC) at the time of the Merger was converted
into 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 Company to
Coventry Health Plan of Pennsylvania, Inc.
Page 3 of 6 Pages
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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.
Item 4. Purpose of Transaction.
The purpose of the acquisition is to operate the Company's
business, ownership of AHPWP, a Pennsylvania HMO. The acquisition
caused the Company's Common Stock to become eligible for termination
of registration pursuant to Section 12(g)(4) of the Act.
Item 5. Interests in Securities of the Issuer.
The shares beneficially owned by the reporting persons are as follows:
<TABLE>
<CAPTION>
Total Shares
of Common
Stock Percent Sole Shared Sole Shared
Beneficially of Voting Voting Power to Power to
Person Owned Class Power Power Dispose Dispose
------ ------------ ------- ------ ------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Coventry Corporation 4,957 100% 0 4,957 0 4,957
CHC Financial, Inc. 4,957 100% 0 4,957 0 4,957
</TABLE>
Item 6. Contracts, Etc. with Respect to Securities of the Issuer.
Because Coventry controls its subsidiary, CHC, Coventry will
have indirect control of the Company.
Item 7. Material to be Filed as Exhibits.
(1) 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, incorporated by reference to
Coventry's Annual Report on Form 10-K for the year ended December
31, 1994.
(2) Stock Purchase and Merger Agreement dated December 18, 1995 among
Coventry, Coventry Acquisition Corporation, Partners Health Plan of
Pennsylvania, Inc. and AHP Holdings, Inc., incorporated by
reference to Partners Health Plan of Pennsylvania, Inc.'s Current
Report on Form 8-K dated December 18, 1995.
(3) Amendment No. 1 to Stock Purchase and Merger Agreement dated March
20, 1996 among Coventry, Coventry Acquisition Corporation, Partners
Health Plan of Pennsylvania, Inc. and AHP Holdings, Inc.,
incorporated by reference to the Current Report on Form 8-K of
Coventry Health Plan of Pennsylvania, Inc., formerly known as
Partners Health Plan of Pennsylvania, Inc. dated March 20, 1996.
(4) Joint Filing Agreement dated March 29, 1996 between Coventry
Corporation and CHC Financial, Inc.
Page 4 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, I certify that the information set forth in this statement is
true, complete and correct as of this 29th day of March, 1996.
COVENTRY CORPORATION
/s/ Shirley R. Smith
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Signature
/s/ Shirley R. Smith/Vice President
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(Name/Title)
CHC FINANCIAL, INC.
/s/ Shirley R. Smith
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Signature
/s/ Shirley R. Smith/Vice President
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(Name/Title)
Page 5 of 6 Pages
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EXHIBIT (4)
Joint Filing Agreement
The undersigned, Coventry Corporation and CHC Financial, Inc. hereby
agree and acknowledge that the Schedule 13D dated as of even date herewith and
listing each of them as reporting persons with respect to the common stock of
Coventry Health Plan of Pennsylvania, formerly known as PARTNERS Health Plan of
Pennsylvania, Inc. is made and filed on behalf of each of them. This Joint
Filing Agreement shall be attached as Exhibit (4) thereto.
In witness whereof, the undersigned have executed this Joint Filing
Agreement as of March 29, 1996.
COVENTRY CORPORATION
/s/ Shirley R. Smith
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Signature
/s/ Shirley R. Smith/Vice President
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(Name/Title)
CHC FINANCIAL, INC.
/s/ Shirley R. Smith
--------------------------------------
Signature
/s/ Shirley R. Smith/Vice President
--------------------------------------
(Name/Title)
Page 6 of 6 Pages
