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UNITED STATES
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): JANUARY 8, 1998
OXFORD HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19442 06-1118515
(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 Connecticut Avenue, Norwalk, Connecticut 06854
(Address of principal executive offices) (Zip Code)
(203) 852-1442
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
The Company's Press Release, dated January 8, 1998, is attached as an
Exhibit hereto and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
99(a) Press Release dated January 8, 1998
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, thereunto duly authorized.
OXFORD HEALTH PLANS, INC.
Date: January 8, 1998 By: /s/ BRENDAN R. SHANAHAN
-----------------------------
BRENDAN R. SHANAHAN
Vice President and Controller
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OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
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Number Description of Document Number
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99(a) Press Release dated January 8, 1998 4
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EXHIBIT 99(a)
OXFORD HEALTH PLANS, INC.
800 Connecticut Avenue
Norwalk, CT 06854
203-854-1442
FOR IMMEDIATE RELEASE
CONTACT:
Nicole Reilly
phone: (212) 885-0353
pager: (888) 889-9629
OXFORD HEALTH PLANS FORMS NEW EXECUTIVE COMMITTEE
NORWALK, CONNECTICUT, JANUARY 8, 1998 -- Oxford Health Plans, Inc. (NASDAQ:
OXHP) announced today the formation of an executive committee, consisting of two
outside directors and Chairman of the Board Stephen F. Wiggins, to strengthen
and enhance the company's ability to manage its growth.
The committee's first order of business will be to supervise the external search
for a new chief executive officer, as well as a new chief financial officer.
William Sullivan will remain president and chief executive officer of the
company until the CEO search is completed and is expected to remain in a senior
management capacity with the company after a new CEO is appointed. The company
also announced that Albert A. Koch, chief operating officer of Jay Alix &
Associates, will serve as interim chief financial officer.
Fred F. Nazem, managing general partner of Nazem and Company and a member of the
board of directors since 1989, will chair the new committee. He is joined by Mr.
Wiggins and James B. Adamson, Chairman, chief executive officer and president of
Advantica Restaurants Group, formerly Flagstar Companies Inc.
In addition to the executive searches, the charter of the committee includes
supervision of regulatory matters, board practices and corporate governance
issues.
"I believe that our shareholders will benefit from the formation of this
executive committee and the expertise of Fred and Jim," said Mr. Wiggins. "They
have a tremendous breadth of executive and financial experience, particularly in
turnaround situations, and can provide us with the additional independent
perspective, financial acumen and business insight we need to effectively
oversee Oxford's future operations."
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Page Two
"Steve founded and built one of the fastest growing and successful companies in
the nation with a consumer-friendly vision based on quality and choice," said
Mr. Nazem, "We're looking to add a seasoned executive who can build on Steve's
vision while focusing on financial and operational issues, allowing us to meet
the demand for Oxford's products."
Oxford's product lines include traditional health maintenance organizations,
point-of-service plans, third-party administration of employer funded benefit
plans, Medicare and Medicaid plans, and dental plans. Oxford markets its health
plans to employers in New York, New Jersey, Pennsylvania, Connecticut, Florida,
Illinois and New Hampshire through its direct sales force and through
independent insurance agents and brokers.
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JAMES B. "JIM" ADAMSON
James B. Adamson, 49, is chairman, chief executive officer and president of
Advantica Restaurant Group, Inc., one of the nation's largest restaurant
companies with annualized revenue of approximately $2.7 billion. He has overall
responsibility for Advantica and its six restaurant chains - Coco's, Carrows,
Denny's, Quincy's Family Steakhouse, El Pollo Loco and the largest franchise of
Hardee's, Advantica operates approximately 3,200 company and franchise
restaurants in the United States, four foreign countries and two U.S.
territories.
Adamson came to Advantica in February 1995 as president and chief executive
officer from Burger King Corporation. In May 1995, he assumed the additional
role of chairman for Advantica. While at Burger King, his leadership in
simplifying the fast-food chain's menu and refocusing the business on burgers
resulted in increased sales and profits. As restaurant financial analyst Mike
Mueller noted, "Basically, he turned around Burger King in a remarkably short
time and did it with a single-minded focus on why it is that people go there."
Adamson joined Miami-based Burger King in 1991 as president of the U.S.A. Retail
Division with responsibility for all Burger King company-owned restaurants.
Prior to his promotion to chief executive officer in July 1993, Adamson was
chief operating officer for Burger King's three worldwide operating business
units in Europe/Middle East/Africa, Asia/Pacific and the Americas.
His restaurant and retail experience spans more than 22 years and includes
leadership positions at The Gap from 1975 to 1984, B. Dalton Bookseller from
1984 to 1986, and Target Stores from 1986 to 1988. Adamson is credited with
helping turn around the bankrupt retail drug store chain Revco, Inc., where he
was executive vice president of marketing from 1988 to 1991.
Adamson received the American Jewish Committee's 1997 National Human Relations
Award from creating a corporate model for sensitivity and diversity that is
"widely regarded as an example for others to follow." In 1996, he was awarded
the Corporate CEO Achievement Award by the National Association for the
Advancement of Colored People (NAACP) for his commitment to diversity.
Adamson serves as a member of the South Carolina Commission on Racial Relations,
appointed by South Carolina Governor David Beasley. He also serves on the board
of directors of Kmart Corporation and Oxford Health.
The son of a retired U.S. Army General, Adamson was born in Japan. He spent his
early years in Europe and graduated from high school in Hawaii. He earned a
bachelor's degree in business from Gonzaga University in Spokane, Wash. Adamson
is married and has two children.
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ALBERT A. KOCH
Al Koch specializes in financial consulting and restructuring services. In
addition to his responsibility as the Chief Operating Officer of Jay Alix &
Associates, he regularly works with management to provide value-added services
that enhance operations in such areas as product pricing, product line
management, financial and strategic planning, management information systems and
personnel decisions. Additionally, he assists in valuation of businesses,
negotiation of transaction values, transaction structuring, and restructuring
and financing of acquisition candidates. His industry experience includes
healthcare, insurance, manufacturing, construction, mining, financial services
and education. He periodically provides litigation consulting services to
attorneys and has provided expert testimony in both Federal and State Courts.
Earlier this year he led the restructuring of Ryder System, Inc. in that
Company's bold move to dramatically improve its shareholder value; the result of
that restructuring effort is a 40% ($2 billion) increase in Ryder's market
capitalization. Additionally, he led the $150 million leveraged recapitalization
of a successful MBO to redeem the non-management equity owners. His
restructuring experience also includes directing the steel reorganization
service to LTV Steel Company, Inc., one of the nation's largest steel companies.
Additionally, he assisted the Detroit Medical Center in its major cost reduction
initiative and also successfully completed a debt restructuring for unreimbursed
special education services in Michigan's largest county.
Al was formerly a partner with Ernst & Young where he was partner for 14 years
including 7 years as Managing Partner of the firm's Detroit office. He also
served in the firm's national office for 8 years where he directed the firm's
marketing and communications activities and also was in charge of computer
auditing.
He has been a CPA since 1966 and won the prestigious Sells Gold Medal for
attaining the highest grades in the U.S. when taking the CPA exam. He is
licensed as a CPA in Michigan, Ohio and the District of Columbia. He earned a
B.S. in Accounting from Elizabethtown College, Elizabethtown, PA in 1964. He is
a member of the AICPA and MACPA.
Al has been a Director of Numatics, Inc. and a consultant to that Company since
1990. He has been a Trustee of the Bloomfield Hills Board of Education for five
years and is serving his second term on that Board. He also has served as a
Trustee and Chairman of the Finance Committee of the Detroit Medical Center and,
for more than ten years, served on a variety of Board positions at Harper
Hospital, Grace Hospital and Detroit Receiving Hospital; the Detroit Medical
Center is a major healthcare system in Southeast Michigan with more than $1
billion in revenues, seven hospitals and an ambulatory care network.
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FRED F. NAZEM
Mr. Nazem, age 57, has been a scientist, entrepreneur and venture capitalist for
nearly three decades. He is the founder and Managing Partner of Nazem and
Company, a New York City-based venture capital firm formed in the early 1970's.
Over the past 20 years, Nazem and Co. has founded and financed numerous high
growth companies in the electronics and healthcare industries. Mr. Nazem and his
partners have been extensively involved in working with management of the firm's
portfolio companies providing strategic, operational and financial guidance, and
directing re-structuring and "work-out" efforts when necessary.
Mr. Nazem is recognized as a pioneer in the field of health care, having started
or financed bellwether companies that have defined new industry categories. His
early investments include those in the for-profit hospital management industry
in companies such as Universal Health Services and Republic Health (now
OrNda/Tenant), as well as in the first leading surgery center, Medical Care
International (now part of Columbia/HCA).
More recently, Mr. Nazem has been closely involved in guiding various companies
in the managed care industry, including Oxford Health Plans, Inc., Genesis
Health Ventures Inc., and several physician management and healthcare
information system companies.
Prior to founding Nazem and Company, Mr. Nazem served in a variety of investment
management capacities at the Irving Trust Company, including Vice President in
charge of venture capital. He came to Wall Street from the chemical and
pharmaceutical industries where he held key scientific and operating positions.
Mr. Nazem holds several degrees including a B.S. degree in biochemistry from
Ohio State University, an M.S. degree in physical chemistry from the University
of Cincinnati and a MBA in finance from Columbia University, and has completed
research towards a doctorate degree in nuclear physics.
Mr. Nazem resides with his wife and two children in New York City and
Bridgewater, Connecticut.
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