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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Oxford Health Plans, Inc.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- -----------------------------------------------------------------
(Title of Class of Securities)
691471 10 6
--------------------------------------------------
(CUSIP Number)
Paul J. Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 28, 1998
----------------------------------------------------------
(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 Sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) 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).
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 691471 10 6 Page 2
- ---------------------- ------------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Partners II, L.P.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |_|
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,530,000 (See Items 4 and 5.)
EACH REPORTING -------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,530,000 (See Items 4 and 5.)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,530,000 (See Items 4 and 5.)
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.82% (See Items 4 and 5.)
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
Page 2 of 14
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 691471 10 6 Page 3
- ---------------------- ------------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Parallel II, L.P.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |_|
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,530,000 (See Items 4 and 5.)
EACH REPORTING -------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,530,000 (See Items 4 and 5.)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,530,000 (See Items 4 and 5.)
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.82% (See Items 4 and 5.)
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
Page 3 of 14
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 691471 10 6 Page 4
- ---------------------- ------------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Oxford LLC
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |_|
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (See Item 6.)
EACH REPORTING -------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 (See Item 6.)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 6.)
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 (See Item 6.)
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
Page 4 of 14
<PAGE>
SCHEDULE 13D
- ---------------------- ------------------------
CUSIP No. 691471 10 6 Page 5
- ---------------------- ------------------------
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Investors II, L.P.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |_|
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,530,000 (See Items 4 and 5.)
EACH REPORTING -------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,530,000 (See Items 4 and 5.)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
22,530,000 (See Items 4 and 5.)
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.82% (See Items 4 and 5.)
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
Page 5 of 14
<PAGE>
This Amendment No. 2 amends and supplements the
Schedule 13D (the "Schedule") filed on March 5, 1998, as amended
by Amendment No. 1 filed on June 10, 1998 by TPG Partners II,
L.P. ("TPG"), TPG Oxford LLC ("TPG Oxford"), TPG Parallel II,
L.P. ("TPG Parallel") and TPG Investors II, L.P. ("TPG
Investors") with respect to the common stock, par value $0.01 per
share (the "Common Stock"), of Oxford Health Plans, Inc., a
Delaware corporation (the "Company"). All capitalized terms used
in this Amendment and not otherwise defined herein have the
meanings ascribed to such terms in the Schedule.
Item 4. Purpose of Transaction.
-----------------------
On August 28, 1998, at a meeting of the Company's
shareholders, Shareholder Approval was obtained and, accordingly,
the Series B Preferred Stock now accumulates dividends at
identical rates and on identical terms as those applicable to the
Series A Preferred Stock. In addition, as a result of the
procurement of the Shareholder Approval, (i) the holders of the
Series B Preferred Stock now have voting rights substantially
similar to those with respect to the Series A Preferred Stock,
and (ii) the Series B Warrants have become exercisable for
6,730,000 shares of Common Stock. The Filing Parties may be
deemed to beneficially own up to 22,530,000 shares of Common
Stock, or 22.82% of the outstanding shares of Common Stock (based
on the number of shares of Common Stock represented by the
Company to be outstanding in its Definitive Proxy Statement on
Schedule 14A filed July 13, 1998).
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
-------------------------------------------------------
As contemplated by the Investment Agreement, TPG
Oxford transferred title to the following Securities representing
all of the Securities held by TPG Oxford to TPG: (i) 167,156.64
shares of Series A Preferred Stock, together with Series A
Warrants to purchase, subject to adjustments as set forth
therein, 10,779,898 shares of Common Stock, and (ii) 71,638.56
shares of Series B Preferred Stock, together with Series B
Warrants to purchase, subject to adjustment as set forth therein,
4,591,691 shares of Common Stock. TPG Oxford was dissolved on
August 29, 1998.
The agreement pursuant to which the foregoing transfer
was effected is filed as Exhibit 12 hereto and incorporated by
reference herein.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 12 Assignment Agreement, dated as of August 21,
1998, by and between TPG Oxford LLC and TPG Partners
II, L.P.
Page 6 of 14
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement with respect to TPG Partners II, L.P. is true,
complete and correct.
Dated: September 22, 1998
TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P.
its General Partner
By: TPG Advisors II, Inc.
its General Partner
By: /s/ James O'Brien
------------------------
Name: James O'Brien
Title: Vice President
Page 7 of 14
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement with respect to TPG Parallel II, L.P. is true,
complete and correct.
Dated: September 22, 1998
TPG PARALLEL II, L.P.
By: TPG GenPar II, L.P.
its General Partner
By: TPG Advisors II, Inc.
its General Partner
By: /s/ James O'Brien
------------------------
Name: James O'Brien
Title: Vice President
Page 8 of 14
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement with respect to TPG Investors II, L.P. is true,
complete and correct.
Dated: September 22, 1998
TPG INVESTORS II, L.P.
By: TPG GenPar II, L.P.
its General Partner
By: TPG Advisors II, Inc.
its General Partner
By: /s/ James O'Brien
------------------------
Name: James O'Brien
Title: Vice President
Page 9 of 14
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement, dated as of March 4, 1998 *
among TPG Partners II, L.P., TPG Oxford LLC, TPG
Parallel II, L.P. and TPG Investors II, L.P.
2. Investment Agreement, dated as of February 23, *
1998 by and between TPG Oxford LLC and Oxford
Health Plans, Inc.
3. Certificate of Designations of Series A Cumulative *
Preferred Stock (attached as Exhibit A to the
Investment Agreement).
4. Form of Series A Warrant Certificate (attached as *
Exhibit B to the Investment Agreement).
5. Certificate of Designations of Series B Cumulative *
Preferred Stock (attached as Exhibit C to the
Investment Agreement).
6. Form of Series B Warrant Certificate (attached as *
Exhibit D to the Investment Agreement).
7. Certificate of Designations of Series C Parti- *
cipating Preferred Stock (attached as Exhibit
E to the Investment Agreement).
8. Registration Rights Agreement, dated as of *
February 23, 1998 by and between Oxford Health
Plans, Inc. and TPG Oxford LLC.
9. Assignment Agreement, dated as of April 23, 1998, *
by and among TPG Oxford LLC and the DLJ Entities.
10. Assignment Agreement, dated as of April 28, 1998, *
by and between TPG Oxford LLC and Oxford
Acquisition Corp.
11. Assignment Agreement, dated as of April 28, 1998, *
by and between TPG Oxford LLC and Chase Equity
Associates, L.P.
12. Assignment Agreement, dated as of August 21, 1998 11
by and between TPG Oxford LLC and TPG Partners II,
L.P.
* Previously filed
Page 10 of 14
<PAGE>
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT (the "Agreement"), dated as of
August __, 1998, by and between TPG Oxford LLC, a Delaware
limited liability company ("TPG Oxford"), TPG Partners II, L.P.,
a Delaware limited partnership ("TPG Partners") and Oxford Health
Plans, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Investment
Agreement, dated as of February 23, 1998 (the "Investment
Agreement"), between TPG Oxford and the Company, TPG Oxford
purchased certain of the Securities in accordance with the terms
of the Investment Agreement;
WHEREAS, pursuant to Section 11.10(a) of the
Investment Agreement, TPG Oxford is permitted to assign its
rights under the Investment Agreement to any of its Affiliates;
WHEREAS, TPG Oxford desires to transfer all of the
Transferred Securities (as defined below) and all of the rights
and obligations with respect thereto to TPG Partners;
WHEREAS, TPG Partners desires to assume ownership of
the Transferred Securities and all of the rights and obligations
attached thereto and all of TPG Oxford's rights and obligations
under the Investment Agreement;
WHEREAS, TPG Oxford desires to assign all its rights
and obligations under the Assignment Agreement, dated April 23,
1998, among TPG Oxford and the DLJ Entities, the Assignment
Agreement, dated April 28, 1998, between TPG Oxford and Oxford
Acquisition Corp., and the Assignment Agreement, dated April 28,
1998, between TPG Oxford and Chase (collectively, the "Designated
Purchaser Agreements") to TPG Partners; and
WHEREAS, the Company desires to evidence its consent
to the Agreement.
NOW, THEREFORE, in consideration of the obligations
contained herein, and for other good and valuable consideration,
the adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used but not
defined herein shall have the meanings set forth in the
Investment Agreement.
Section 2. Assignment. (a) TPG Oxford hereby assigns
to TPG Partners all of its right, title and interest to the
following Securities (the "Transferred Securities"), representing
all of the Securities held by TPG Oxford: (i) 167,156.64 shares
of Series A Preferred Stock, together with Series A Warrants to
purchase, subject to adjustment as set forth therein, 10,779,898
shares of Common Stock, and (ii) 71,638.56 shares of Series B
Preferred Stock, together with Series B Warrants to purchase,
subject to adjustment as set forth therein, (A) prior
Page 11 of 14
<PAGE>
to the Shareholder Approval, 4,591.69 shares of Junior Preferred
Stock, or (B) following the Shareholder Approval, 4,591,691
shares of Common Stock. TPG Oxford hereby agrees to direct the
Company, and the Company hereby agrees, to transfer the
Transferred Securities to TPG Partners in the records of the
Company and to issue new certificates to TPG Partners
representing the Transferred Securities.
(b) TPG Oxford hereby assigns to TPG Partners, and TPG
Partners hereby assumes, all rights and obligations of TPG Oxford
under the Investment Agreement, Certificates of Designations,
Warrants and the Designated Purchaser Agreements (collectively,
the "Agreements"). The parties hereto agree that for all purposes
under the Agreements, the term "Investor" and the term "TPG"
shall mean TPG Partners.
Section 3. Further Action. The parties agree upon
request to execute any further documents or instruments and to
take any other action necessary or desirable to carry out the
purposes or intent of this Agreement. TPG Oxford hereby appoints
TPG Partners as its attorney-in-fact, and authorizes TPG
Partners, to execute all such documents and instruments and to
take all such action on behalf and in the name of TPG Oxford.
Section 4. Representation. TPG Oxford and TPG Partners
represent and warrant for the benefit of the Company that the
execution and delivery of this Agreement does not violate any Law
applicable to the Company or any of its Subsidiaries.
Section 5. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed to constitute an original, but all of which together shall
constitute one and the same document.
Section 6. Governing Law. This Agreement shall be
governed by, and interpreted in accordance with, the laws of the
State of New York applicable to contracts made and to be
performed in that State without reference to its conflict of laws
rules. The parties hereto agree that the appropriate and
exclusive forum for any disputes arising out of this Agreement
shall be the United States District Court for the Southern
District of New York, and, if such court will not hear any such
suit, the courts of the state of the Company's incorporation, and
the parties hereto irrevocably consent to the exclusive
jurisdiction of such courts, and agree to comply with all
requirements necessary to give such courts jurisdiction. The
parties hereto further agree that the parties will not bring suit
with respect to any disputes arising out of this Agreement except
as expressly set forth below for the execution or enforcement of
judgment, in any jurisdiction other than the above specified
courts. Each of the parties hereto irrevocably consents to the
service of process in any action or proceeding hereunder by the
mailing of copies thereof by registered or certified airmail,
postage prepaid, to the address specified in Section 11.06 of the
Investment Agreement. The foregoing shall not limit the rights of
any party hereto to serve process in any other manner permitted
by the law or to obtain execution of judgment in any other
jurisdiction. The parties further agree, to the extent permitted
by law, that final and unappealable judgment against any of them
in any action or proceeding contemplated above shall be
conclusive and may be enforced in any other jurisdiction within
or outside the United States by suit on the judgment, a certified
or exemplified copy of which shall be
Page 12 of 14
<PAGE>
conclusive evidence of the fact and the amount of indebtedness.
The parties agree to waive any and all rights that they may have
to a jury trial with respect to disputes arising out of this
Agreement.
Page 13 of 14
<PAGE>
IN WITNESS WHEREOF, this Assignment Agreement executed
on behalf of the parties hereto by their respective duly
authorized officers, all as of the date first above written.
TPG OXFORD LLC
By: /s/ James J. O'Brien
---------------------------
Name: James J. O'Brien
Title: Vice President
and Treasurer
TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P.
Its General Partner
By: TPG Advisors II, Inc.
Its General Partner
By: /s/ James J. O'Brien
---------------------------
Name: James J. O'Brien
Title: Vice President
OXFORD HEALTH PLANS, INC.
By: /s/ Jeffery H. Boyd
---------------------------
Name: Jeffery H. Boyd
Title: Executive Vice President
and General Counsel
Page 14 of 14
