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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): February 6, 1998
OXFORD HEALTH PLANS, INC.
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(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
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(Address of principal executive offices) (Zip Code)
(203) 852-1442
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On February 6, 1998, the Company issued a $100,000,000 senior secured
increasing rate note due February 6, 1999 ("Note") pursuant to a Bridge
Securities Purchase Agreement, dated as of February 6, 1998 ("Agreement"),
between the Company and an affiliate of Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"). The Note will bear interest at prime plus 2.5% per annum
during the first three months, and thereafter the spread over prime will
increase by 0.5% every three months; provided, however, that the per annum
interest rate will not be less that 10.5%, nor more than 17%. The Company used
the proceeds of the Note to make capital contributions to certain of its HMO
subsidiaries, to pay expenses in connection with the issuance of the Note and
for general corporate purposes.
In connection with the issuance of the Note, the Company has paid and
will pay commitment and other fees to DLJ and has granted a security interest in
the stock of subsidiaries and certain other assets of the Company. The Agreement
contains various covenants, financial maintenance requirements and other
restrictions, including, among others, a covenant prohibiting the payment of
dividends on the Company's common stock.
The Agreement provides that, subject to satisfaction of various
conditions (including the issuance of additional equity by the Company), the
Company may issue to DLJ up to $100,000,000 of additional Notes for the purpose
of making capital contributions to one or more subsidiaries to satisfy
regulatory requirements and for general corporate purposes.
The Company intends to retire the Note (and any additional Notes under
the Agreement) with the proceeds of more permanent financing during 1998. The
Company's ability to obtain such financing, and the timing, form and terms
thereof, will depend upon a number of factors beyond the Company's control,
including, among others, general economic and market conditions.
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: February 9, 1998 By: /s/ BRENDAN R. SHANAHAN
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Brendan R. Shanahan
Vice President and Controller
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