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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. 3)*
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)
November 19, 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 ss.ss.
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 ss. 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 1 of 7
<PAGE>
This Amendment No. 3 amends and supplements the
Schedule 13D (the "Schedule") filed on March 5, 1998, as amended
by Amendment No. 1 filed on June 10, 1998 and Amendment No. 2
filed on September 23, 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.
In accordance with the Investment Agreement, on
November 19, 1998, the Company and TPG executed Amendment No. 3
to the Investment Agreement ("Amendment No. 3"). Amendment No. 3
amends the standstill provisions of the Investment Agreement to
permit individuals who are affiliates of TPG to purchase, in the
aggregate, up to 2,000,000 shares of Common Stock. Amendment No.
3 will become effective when the Company and TPG obtain all
necessary approvals from regulatory authorities in the states
where the Company does business.
Amendment No. 3 is filed as Exhibit 13 hereto and
incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
Exhibit 13 Amendment No. 3 to Investment Agreement, dated as
of November 19, 1998
Page 2 of 7
<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: November 23, 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/ Richard A. Ekleberry
----------------------------
Name: Richard A. Ekleberry
Title: Vice President
Page 3 of 7
<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: November 23, 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/ Richard A. Ekleberry
----------------------------
Name: Richard A. Ekleberry
Title: Vice President
Page 4 of 7
<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: November 23, 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/ Richard A. Ekleberry
----------------------------
Name: Richard A. Ekleberry
Title: Vice President
Page 5 of 7
<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 *
Participating 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 by and between TPG Oxford LLC and TPG
Partners II, L.P.
13. Amendment No. 3 to Investment Agreement, dated 7
as of November 19, 1998
* Previously filed
Page 6 of 7
<PAGE>
AMENDMENT NUMBER 3 TO INVESTMENT AGREEMENT
Reference is hereby made to the Investment Agreement,
dated as of February 23, 1998 (the "Agreement"), between TPG
Partners II, L.P. (the "Investor") and Oxford Health Plans, Inc.
(the "Company"), as such agreement has been amended. Capitalized
terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.
The Investor and the Company, pursuant to, and in
accordance with, Section 11.07 and Section 6.01(c)(iv) of the
Agreement, hereby agree to amend the Agreement by adding the
following new subsection (e) to Section 6.01:
"(e) Nothing contained in this Section 6.01 shall prohibit
any individual who is an Affiliate of the Investor from acquiring
Beneficial Ownership of shares of Common Stock; provided, that
the aggregate number of shares of Common Stock acquired by all
such individuals pursuant to this Section 6.01(e) shall not
exceed 2,000,000."
This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall
be an original, but all of which constitute one and the same
instrument.
This Amendment shall become effective upon the receipt by
the Investor and the Company of all required approvals from state
regulatory agencies. The Company and the Investor shall use their
best efforts to obtain such approvals, and the Company shall
promptly notify the Investor of the receipt of such approvals.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of November 19, 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/ Richard A. Ekleberry
----------------------------
Name: Richard A. Ekleberry
Title: Vice President
OXFORD HEALTH PLANS, INC.
By: /s/ Jeffery H. Boyd
----------------------------
Name: Jeffery H. Boyd
Title: Executive Vice President
and General Counsel
Page 7 of 7
