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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. 1)*
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)
May 13, 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 1 of 32
<PAGE>
This Amendment No. 1 amends and supplements the
Schedule 13D (the "Schedule") filed on March 5, 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 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
With Respect to Securities of the Issuer.
-----------------------------------------
As contemplated by the Investment Agreement, TPG
Oxford assigned its right under the Investment Agreement to
acquire certain of the Securities to affiliates of Donaldson,
Lufkin & Jenrette Securities Corporation (the "DLJ Entities"),
Oxford Acquisition Corp., an affiliate of Bear, Stearns & Co.
Inc. ("Bear") and Chase Equity Associates, L.P. ("Chase" and,
together with the DLJ Entities and Bear, the "Assignees"). On May
13, 1998, the Company issued the Securities to the Filing Parties
and the Assignees in the following amounts:
(a) Filing Parties: (i) 196,000 shares of Series A
Preferred Stock, together with Series A Warrants to
purchase, subject to adjustment as set forth therein,
12,640,001 shares of Common Stock, and (ii) 84,000 shares
of Series B Preferred Stock, together with Series B
Warrants to purchase, subject to adjustment as set forth
therein, (A) prior to the Shareholder Approval, 5,384.001
shares of Junior Preferred Stock, or (B) following the
Shareholder Approval, 5,384,001 shares of Common Stock.
(b) DLJ Entities: (i) 35,000 shares of Series A
Preferred Stock, together with Series A Warrants to
purchase, subject to adjustment as set forth therein,
2,257,143 shares of Common Stock, and (ii) 15,000 shares of
Series B Preferred Stock, together with Series B Warrants
to purchase, subject to adjustment as set forth therein,
(A) prior to the Shareholder Approval, 961 shares of Junior
Preferred Stock, or (B) following the Shareholder Approval,
961,429 shares of Common Stock.
(c) Bear: (i) 3,500 shares of Series A Preferred
Stock, together with Series A Warrants to purchase, subject
to adjustment as set forth therein, 225,714 shares of
Common Stock, and (ii) 1,500 shares of Series B Preferred
Stock, together with Series B Warrants to purchase, subject
to adjustment as set forth therein, (A) prior to the
Shareholder Approval, 96 shares of Junior Preferred Stock,
or (B) following the Shareholder Approval, 96,142 shares of
Common Stock.
(d) Chase: (i) 10,500 shares of Series A Preferred
Stock, together with Series A Warrants to purchase, subject
to adjustment as set forth therein, 677,142 shares of
Common Stock, and (ii) 4,500 shares of Series B Preferred
Stock, together with Series B Warrants to purchase, subject
to adjustment as set forth therein, (A) prior to the
Page 2 of 32
<PAGE>
Shareholder Approval, 288.428 shares of Junior Preferred
Stock, or (B) following the Shareholder Approval, 288,428
shares of Common Stock.
Pursuant to the Investment Agreement and the terms of
the Preferred Stock, TPG Oxford retains voting power with respect
to the shares of Preferred Stock sold to the Assignees until such
time as such shares are resold or transferred to third parties.
The agreements pursuant to which the foregoing
assignments were effected are filed as Exhibits 9, 10 and 11
hereto and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit 9 Assignment Agreement, dated as of April 23, 1998,
by and among TPG Oxford LLC and the DLJ Entities.
Exhibit 10 Assignment Agreement, dated as of April 28, 1998,
by and between TPG Oxford LLC and Oxford
Acquisition Corp.
Exhibit 11 Assignment Agreement, dated as of April 28, 1998,
by and between TPG Oxford LLC and Chase Equity
Associates, L.P.
Page 3 of 32
<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: June 9, 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 4 of 32
<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 Oxford LLC is true, complete
and correct.
Dated: June 9, 1998
TPG OXFORD LLC
By: /s/ James O'Brien
--------------------------
Name: James O'Brien
Title: Vice President
Page 5 of 32
<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: June 9, 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 6 of 32
<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: June 9, 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 7 of 32
<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 9
and among TPG Oxford LLC and the DLJ Entities.
10. Assignment Agreement, dated as of April 28, 1998, by 21
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, 26
L.P.
* Previously filed
Page 8 of 32
Exhibit 9
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT (the "Agreement"), dated as of
April 23, 1998, by and among TPG Oxford LLC, a Delaware limited
liability company ("TPG"), and the DLJ Entities listed on the
signature pages hereto (each, a "DLJ Entity," and collectively
"DLJ").
W I T N E S S E T H:
WHEREAS, pursuant to the Investment Agreement, dated
as of February 23, 1998 (the "Investment Agreement"), between TPG
and Oxford Health Plans, Inc. (the "Company"), TPG has the right
to purchase the Securities in accordance with the terms of the
Investment Agreement;
WHEREAS, each DLJ Entity desires to purchase from the
Company certain of the Securities as a Designated Purchaser in
accordance with the terms of the Investment Agreement; and
WHEREAS, TPG desires to assign to DLJ its right to
purchase certain of the Securities from the Company in accordance
with the terms of the Investment Agreement;
NOW, THEREFORE, in consideration of the premises and
the mutual representations, warranties, covenants and agreements
contained herein, 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 hereby assigns (the
"Assignment") to DLJ its right to purchase pursuant to the
Investment Agreement, and DLJ hereby agrees to purchase from the
Company at the Closing pursuant to and in accordance with the
terms of the Investment Agreement, the following Securities (the
"Assigned Securities"): (i) 35,000 shares of Series A Preferred
Stock, together with Series A Warrants to purchase, subject to
adjustment as set forth therein, 2,257,143 shares of Common
Stock, and (ii) 15,000 shares of Series B Preferred Stock,
together with Series B Warrants to purchase, subject to
adjustment as set forth therein, (A) prior to the Shareholder
Approval, 961 shares of Junior Preferred Stock, or (B) following
the Shareholder Approval, 961,429 shares of Common Stock.
(b) Each DLJ Entity acknowledges and agrees that the
Assignment is made pursuant to and in accordance with the terms
of the Investment Agreement, including without limitation Section
11.10(b) thereof, and is limited solely to the right to purchase
the Assigned Securities. No DLJ Entity shall have any other
rights of TPG under the Investment Agreement or any rights of TPG
(other than rights that by their terms are available to all
holders of the relevant Securities generally) under the
Certificates of Designations or the Warrants, including, without
limitation, general voting rights or the right to designate
directors of the Company;
Page 9 of 32
<PAGE>
provided, however, that nothing contained herein shall limit any
DLJ Entity's rights as a Designated Purchaser under the
Investment Agreement.
Section 3. Investment. (a) Each DLJ Entity has
independently, and without reliance on TPG or any of TPG's
Affiliates or any of their respective partners, officers,
directors, members, employees, agents or representatives
(collectively, the "TPG Parties"), made its own analysis and
decision regarding whether to enter this Agreement and purchase
the Assigned Securities. Each DLJ Entity acknowledges that no TPG
Party has provided any information to any DLJ Entity, nor made
any statement, representation or warranty to any DLJ Entity, with
respect to the Company or the Assigned Securities. Each DLJ
Entity agrees that it will, independently and without reliance on
any TPG Party, continue to make its own decisions regarding the
Assigned Securities, and each DLJ Entity acknowledges that its
exclusive rights and remedies with respect to the Assigned
Securities shall be those rights and remedies accorded a
Designated Purchaser under the Investment Agreement.
(b) Each DLJ Entity is acquiring the Assigned
Securities for its own account solely for the purpose of
investment and not with a view to, or for sale in connection
with, any distribution thereof in violation of the Securities
Act. Each DLJ Entity acknowledges that the Securities and the
Warrant Shares have not been registered under the Securities Act
and may be sold or disposed of in the absence of such
registration only pursuant to an exemption from the registration
requirements of the Securities Act.
Section 4. Transfer Restrictions. (a) Except in
connection with any sale made pursuant to Section 5 hereof, as
provided in Section 4(b) hereof or pursuant to a Piggyback
Registration (as such term is defined in the Registration Rights
Agreement), no DLJ Entity will, without the prior written consent
of TPG, during the period (the "Restricted Period") commencing on
the date hereof and ending on the earlier of (i) the date (the
"Anniversary Date") that is one year after the date hereof and
(ii) the date on which the Shelf Registration Statement (as such
term is defined in the Registration Rights Agreement) is declared
effective by the Commission, offer, sell or contract to sell, or
otherwise dispose of (or enter into any transaction which is
designed to, or might reasonably be expected to, result in the
disposition of (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise)),
directly or indirectly, the Assigned Securities (any of such
transactions, a "Sale Transaction"); provided, however, that
notwithstanding the foregoing, in the event that the Restricted
Period ends on a date that is earlier than the Anniversary Date,
prior to the Anniversary Date, if TPG in good faith informs DLJ
that TPG or its Affiliates is actively engaged in bona fide
negotiations regarding a sale of Securities, no DLJ Entity may
enter into a Sale Transaction during the period commencing on the
date DLJ is informed of such negotiations and ending on the
earlier of (A) the date a sale is effected as a result of such
negotiations, (B) the date such negotiations are terminated, (C)
the Anniversary Date, and (D) 30 days from the date DLJ is
informed of such negotiations.
(b) Notwithstanding anything herein to the contrary,
any DLJ Entity may at any time transfer any or all of its
Assigned Securities to one or more of its Permitted Transferees
without the consent of TPG so long as (a) such Permitted
Transferee shall have agreed in a
Page 10 of 32
<PAGE>
writing delivered to TPG to be bound by the terms of this
Agreement, (b) such Permitted Transferee shall have delivered a
letter to the Company in the form of Exhibit I hereto, and (c)
the transfer to such Permitted Transferee would not be in
violation of applicable Federal or state securities laws. For
purposes hereof, the term "Permitted Transferee" shall mean (i)
any general or limited partner of any DLJ Entity (a "DLJ
Partner"), and any corporation, partnership or other entity that
is an Affiliate of any DLJ Partner or DLJ Entity (collectively,
the "DLJ Affiliates"), (ii) any managing director, general
partner, director, limited partner or employee of a DLJ Affiliate
or the heirs, executors, administrators, testamentary trustees,
legatees or beneficiaries of any of such persons referred to in
this clause (collectively, the "DLJ Associates"), and (iii) any
trust, the beneficiaries of which, or any corporation, limited
liability company or partnership, the stockholders, members or
general or limited partners of which include only such DLJ
Entity, DLJ Affiliates, DLJ Associates, their spouses or their
lineal descendants.
Section 5. Tag-Along Rights. (a) In the event that TPG
proposes to sell or transfer for value any Securities to any
Person (other than an Affiliate of TPG) which sale or transfer is
proposed to be effected during the Restricted Period, TPG shall
deliver a notice (the "Tag-Along Notice") to DLJ which shall
include (i) the principal terms of the proposed sale insofar as
it relates to the Securities, including the purchase price
thereof (or formula for computing the purchase price) and the
name and address of the proposed buyer, and (ii) an offer to
include in such sale, at the option of DLJ, such number of
Assigned Securities owned by DLJ determined in accordance with
Section 5(b) hereof, on the same terms and conditions as TPG
shall sell or transfer Securities in such sale. Notwithstanding
anything herein to the contrary, DLJ shall have the right to
include in any such sale only those series of Securities to be
sold by TPG in such sale.
(b) If DLJ desires to accept the offer contained in
the Tag-Along Notice, DLJ shall send a written commitment (the
"Commitment") to TPG specifying the number of shares or warrants,
or the principal amount, as the case may be, of each series of
Securities (not in any event to exceed in the aggregate, with
respect to any series of Security, the total of that series of
Security to be sold in such sale (subject to the proviso to
Section 5(e) hereof) multiplied by a fraction, the numerator of
which shall be the total number of that series of Security held
by DLJ as of the Closing, and the denominator of which shall be
the total number of that series of Security issued by Company at
the Closing pursuant to the Investment Agreement) which DLJ
desires to have included in such sale. A Commitment shall be
delivered by DLJ within five (5) days after delivery of the
related Tag-Along Notice; provided, however, that in the event
the underlying offer to buy Securities is open or valid for a
period shorter than five (5) days after delivery of the related
Tag-Along Notice, the Commitment shall be delivered by DLJ within
two (2) days after delivery of the related Tag-Along Notice. If
DLJ does not so deliver a Commitment, DLJ shall be deemed to have
waived all of its rights with respect to the sale referred to in
the Tag-Along Notice, and TPG shall thereafter be free to sell
Securities to the proposed buyer, at a price no greater than the
purchase price (or price determined pursuant to the formula) set
forth in the Tag-Along Notice and otherwise on terms
substantially no more favorable (considered as a whole) than as
set forth in the Tag-Along Notice, without any further obligation
to DLJ.
Page 11 of 32
<PAGE>
(c) The acceptance by DLJ of any offer set forth in a
Tag-Along Notice shall be irrevocable except as hereinafter
expressly provided, and DLJ shall be bound and obligated to sell
in the sale referred to in such Tag-Along Notice such number of
Assigned Securities as DLJ shall have specified in the related
Commitment.
(d) If at the end of the sixtieth (60th) day following
the date of the effectiveness of a Tag-Along Notice TPG has not
completed the sale referred to therein, DLJ shall be released
from its obligations under the related Commitment, the Tag-Along
Notice shall be null and void, and it shall be necessary for a
separate Tag-Along Notice to be furnished, and the terms and
provisions of this Section 5 separately complied with, in order
to consummate such sale pursuant to this Section 5.
(e) Notwithstanding anything in the foregoing
provisions to the contrary, except in connection with a Market
Transaction, TPG shall not be obligated to deliver a Tag-Along
Notice, and DLJ shall not have any right to include Securities in
any sale by TPG, until such time as TPG and its Affiliates shall
own less than $180,000,000 (one hundred eighty million dollars)
worth of Securities (valued at the prices paid for such
Securities at the Closing pursuant to the Investment Agreement)
in the aggregate (the "Threshold Amount"); provided, however,
that in the event that TPG and its Affiliates' aggregate
ownership would fall below the Threshold Amount pursuant to any
sale, TPG shall be required to deliver a Tag-Along Notice and DLJ
shall have the right to participate in such sale to the extent,
but only to the extent, that TPG and its Affiliates' aggregate
ownership falls below the Threshold Amount pursuant to such sale.
For purposes of this Section 5(e), the term "Market Transaction"
shall mean any sale of Securities by TPG or its Affiliates
pursuant to an offer to sell Securities that is made by TPG or
its Affiliates through an underwriter, placement agent or similar
intermediary.
Section 6. Agency. Each DLJ Entity hereby appoints TPG
and authorizes TPG to act as such DLJ Entity's sole and exclusive
agent with respect to the administration of the indemnification
provisions set forth in Section 11.05 of the Investment
Agreement; provided, however, no TPG Party shall have any
responsibility or liability to any DLJ Entity with respect any
action taken or omitted to be taken by such TPG Party in
connection with this Section 6, absent gross negligence or
willful misconduct on the part of such TPG Party.
Section 7. Confidentiality. Except as required by Law,
no DLJ Entity nor any of its Affiliates will, without the prior
written consent of TPG, which consent shall not be unreasonably
withheld or delayed, make any public announcement or issue any
press release with respect to the transactions contemplated by
this Agreement or the Investment Agreement. Prior to making any
public disclosure required by applicable Law, the DLJ Entity
making such disclosure shall consult with TPG, to the extent
feasible, as to the content and timing of such public
announcement or press release.
Section 8. Delivery of Letter. Each DLJ Entity agrees
that at or prior to the Closing it will execute and deliver to
the Company the letter attached as Exhibit I hereto.
Section 9. No Assignment. Neither this Agreement nor
any rights hereunder shall be assignable by any party hereto
without the prior written consent of the other party hereto.
Page 12 of 32
<PAGE>
Section 10. Entire Agreement. This Agreement sets forth
the entire agreement between the parties hereto with respect to
the transactions contemplated by this Agreement. Any provision of
this Agreement may be amended, modified or supplemented in whole
or in part at any time by an agreement in writing among the
parties hereto executed in the same manner as this Agreement.
Section 11. 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 12. 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.
Section 13. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
to have been duly given, if delivered personally, by telecopier
or sent by first class mail, postage prepaid, as follows:
(a) If to TPG, to:
TPG OXFORD LLC
201 Main Street
Suite 2420
Fort Worth, Texas 76102
Attention: Jonathan J. Coslet
With a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Paul J. Shim, Esq.
Facsimile: 212-225-3999
(b) If to a DLJ Entity, to:
DLJ
277 Park Avenue
New York, New York 10172
Attention: Ivy Dodes/Nicole Arnaboldi
Facsimile: 212-892-7272
Page 13 of 32
<PAGE>
Section 14. Termination. This Agreement shall be
terminated and shall be of no further force or effect if the
Investment Agreement is validly terminated in accordance with
Section 10.01 thereof, except for Sections 7 and 12 hereof which
shall survive any termination of this Agreement.
Section 15. Other Assignments. In the event that TPG
shall assign any rights to purchase Securities under the
Investment Agreement to a Designated Purchaser (other than any
DLJ Entity or Permitted Transferees or Affiliates of any DLJ
Entity) which assignment contains terms and provisions in respect
of the matters set forth in Section 4 or 5 hereof which are
materially more favorable to the Designated Purchaser than those
set forth in Section 4 or 5 hereof, respectively, then this
agreement shall be deemed amended without any further action by
the parties hereto in order to include such more favorable terms
and provisions.
Section 16. Joint and Several Obligations. The
obligations of the DLJ Entities hereunder shall be joint and
several obligations of such entities.
Page 14 of 32
<PAGE>
IN WITNESS WHEREOF, this Assignment Agreement has been
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
DLJ ENTITIES:
DLJMB FUNDING II, INC.
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
DLJ MERCHANT BANKING PARTNERS II,
L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
DLJ MERCHANT BANKING PARTNERS II-
A, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
7
Page 15 of 32
<PAGE>
DLJ DIVERSIFIED PARTNERS, L.P.
By: DLJ Diversified Partners, L.P.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
DLJ DIVERSIFIED PARTNERS-A, L.P.
By: DLJ Diversified Partners, L.P.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
DLJ MILLENIUM PARTNERS, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
DLJ MILLENIUM PARTNERS-A, L.P.
By: DLJ Merchant Banking II, Inc.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
8
Page 16 of 32
<PAGE>
DLJ FIRST ESC L.P.
By: DLJ LBO Plans Management
Corporation
General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
DLJ OFFSHORE PARTNERS II, C.V.
By: DLJ Merchants Banking II, Inc.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
DLJ EAB PARTNERS, L.P.
By: DLJ LBO Plans Management
Corporation
General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
By: UK Investment Plan 1997 Partners, Inc.
Managing General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
9
Page 17 of 32
<PAGE>
DLJ ESC II L.P.
By: DLJ LBO Plans Management
Corporation
General Partner
/s/ Marjorie S. White
--------------------------
Name: Marjorie S. White
Title: Secretary
10
Page 18 of 32
<PAGE>
DLJ CAPITAL CORPATION
/s/ Art Zuckerman
--------------------------
Name: Art Zuckerman
Title: Vice President
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
Managing General Partner
/s/ Art Zuckerman
--------------------------
Name: Art Zuckerman
Title: Vice President
THE SPROUT CEO FUND, L.P.
By: DLJ Capital Corporation
General Partner
/s/ Art Zuckerman
--------------------------
Name: Art Zuckerman
Title: Vice President
SPROUT CAPITAL VIII, L.P.
By: DLJ Capital Corporation
Managing General Partner
/s/ Art Zuckerman
--------------------------
Name: Art Zuckerman
Title: Vice President
11
Page 19 of 32
<PAGE>
Exhibit I
[DLJ Entity]
c/o Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172
_________, 1998
Oxford Health Plans, Inc.
800 Connecticut Avenue
Norwalk, Connecticut 06854
Ladies and Gentlemen:
Reference is hereby made to the Investment Agreement,
dated as of February 23, 1998 (the "Investment Agreement"),
between TPG Oxford LLC ("TPG") and Oxford Health Plans, Inc. (the
"Company"), and the Assignment Agreement, dated as of April __,
1998 (the "Assignment Agreement"), between TPG and [DLJ Entity]
("DLJ Entity"). Capitalized terms used but not defined herein
shall have the meanings set forth in the Investment Agreement or
the Assignment Agreement, as the case may be.
In connection with the assignment contemplated by the
Assignment Agreement, DLJ hereby represents and warrants to, and
agrees with, the Company, as follows:
(i) DLJ Entity is acquiring the Assigned Securities
for its own account solely for the purpose of investment and not
with a view to, or for sale in connection with, any distribution
thereof in violation of the Securities Act. DLJ Entity
acknowledges that the Assigned Securities and the Warrant Shares
have not been registered under the Securities Act and may be sold
or disposed of in the absence of such registration only pursuant
to an exemption from the registration requirements of the
Securities Act;
(ii) DLJ Entity agrees to comply with the provisions
of Section 8.06 of the Investment Agreement as if it were the
Investor thereunder; and
(iii) Pursuant to the Assignment Agreement, DLJ Entity
has appointed TPG as its exclusive agent for the purpose of
administering the indemnification provisions set forth in Section
11.05 of the Investment Agreement.
Very truly yours,
[DLJ Entity]
By
--------------------------
Name:
Title:
Page 20 of 32
Exhibit 10
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT (the "Agreement"), dated as of
April 28, 1998, by and between TPG Oxford LLC, a Delaware limited
liability company ("TPG"), and Oxford Acquisition Corp. ("Bear").
W I T N E S S E T H:
WHEREAS, pursuant to the Investment Agreement, dated
as of February 23, 1998 (the "Investment Agreement"), between TPG
and Oxford Health Plans, Inc. (the "Company"), TPG has the right
to purchase the Securities in accordance with the terms of the
Investment Agreement;
WHEREAS, Bear desires to purchase from the Company
certain of the Securities as a Designated Purchaser in accordance
with the terms of the Investment Agreement; and
WHEREAS, TPG desires to assign to Bear its right to
purchase certain of the Securities from the Company in accordance
with the terms of the Investment Agreement;
NOW, THEREFORE, in consideration of the premises and
the mutual representations, warranties, covenants and agreements
contained herein, 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 hereby assigns (the
"Assignment") to Bear its right to purchase pursuant to the
Investment Agreement, and Bear hereby agrees to purchase from the
Company at the Closing pursuant to and in accordance with the
terms of the Investment Agreement, the following Securities (the
"Assigned Securities"): (i) 3,500 shares of Series A Preferred
Stock, together with Series A Warrants to purchase, subject to
adjustment as set forth therein, 225,714 shares of Common Stock,
and (ii) 1,500 shares of Series B Preferred Stock, together with
Series B Warrants to purchase, subject to adjustment as set forth
therein, (A) prior to the Shareholder Approval, 96 shares of
Junior Preferred Stock, or (B) following the Shareholder
Approval, 96,142 shares of Common Stock.
(b) Bear acknowledges and agrees that the Assignment
is made pursuant to and in accordance with the terms of the
Investment Agreement, including without limitation Section
11.10(b) thereof, and is limited solely to the right to purchase
the Assigned Securities. Bear shall have no other rights of TPG
under the Investment Agreement or any rights of TPG (other than
rights that by their terms are available to all holders of the
relevant Securities generally) under the Certificates of
Designations or the Warrants, including, without limitation,
general voting rights or the right to designate directors of the
Company; provided, however, that nothing
Page 21 of 32
<PAGE>
contained herein shall limit Bear's rights as a Designated
Purchaser under the Investment Agreement.
Section 3. Investment. (a) Bear has independently, and
without reliance on TPG or any of TPG's Affiliates or any of
their respective partners, officers, directors, members,
employees, agents or representatives (collectively, the "TPG
Parties"), made its own analysis and decision regarding whether
to enter this Agreement and purchase the Assigned Securities.
Bear acknowledges that no TPG Party has provided any information
to Bear, nor made any statement, representation or warranty to
Bear, with respect to the Company or the Assigned Securities.
Bear agrees that it will, independently and without reliance on
any TPG Party, continue to make its own decisions regarding the
Assigned Securities, and Bear acknowledges that its exclusive
rights and remedies with respect to the Assigned Securities shall
be those rights and remedies accorded a Designated Purchaser
under the Investment Agreement.
(b) Bear is acquiring the Assigned Securities for its
own account solely for the purpose of investment and not with a
view to, or for sale in connection with, any distribution thereof
in violation of the Securities Act. Bear acknowledges that the
Securities and the Warrant Shares have not been registered under
the Securities Act and may be sold or disposed of in the absence
of such registration only pursuant to an exemption from the
registration requirements of the Securities Act.
Section 4. Transfer Restrictions. (a) Neither Bear nor
any of its Affiliates will, without the prior written consent of
TPG, during the period commencing on the date hereof and ending
on the date that is one year after the date hereof, offer, sell
or contract to sell, or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected
to, result in the disposition of (whether by actual disposition
or effective economic disposition due to cash settlement or
otherwise)), directly or indirectly, the Assigned Securities.
Section 5. Agency. Bear hereby appoints TPG and
authorizes TPG to act as Bear's sole and exclusive agent with
respect to the administration of the indemnification provisions
set forth in Section 11.05 of the Investment Agreement; provided,
however, no TPG Party shall have any responsibility or liability
to Bear with respect any action taken or omitted to be taken by
such TPG Party in connection with this Section 5, absent gross
negligence or willful misconduct on the part of such TPG Party.
Section 6. Confidentiality. Except as required by Law,
neither Bear nor any of its Affiliates will, without the prior
written consent of TPG, which consent shall not be unreasonably
withheld or delayed, make any public announcement or issue any
press release with respect to the transactions contemplated by
this Agreement or the Investment Agreement. Prior to making any
public disclosure required by applicable Law, Bear shall consult
with TPG, to the extent feasible, as to the content and timing of
such public announcement or press release.
Section 7. Delivery of Letter. Bear agrees that at or
prior to the Closing it will execute and deliver to the Company
the letter attached as Exhibit I hereto.
2
Page 22 of 32
<PAGE>
Section 8. No Assignment. Neither this Agreement nor
any rights hereunder shall be assignable by any party hereto
without the prior written consent of the other party hereto.
Section 9. Entire Agreement. This Agreement sets forth
the entire agreement between the parties hereto with respect to
the transactions contemplated by this Agreement. Any provision of
this Agreement may be amended, modified or supplemented in whole
or in part at any time by an agreement in writing among the
parties hereto executed in the same manner as this Agreement.
Section 10. 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 11. 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.
3
Page 23 of 32
<PAGE>
IN WITNESS WHEREOF, this Assignment Agreement has been
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
OXFORD ACQUISITION CORP.
By /s/ John D. Howard
-----------------------
Name: John D. Howard
Title: Executive Vice President
4
Page 24 of 32
<PAGE>
Exhibit I
Oxford Acquisition Corp.
_________, 1998
Oxford Health Plans, Inc.
800 Connecticut Avenue
Norwalk, Connecticut 06854
Ladies and Gentlemen:
Reference is hereby made to the Investment Agreement,
dated as of February 23, 1998 (the "Investment Agreement"),
between TPG Oxford LLC ("TPG") and Oxford Health Plans, Inc. (the
"Company"), and the Assignment Agreement, dated as of April __,
1998 (the "Assignment Agreement"), between TPG and Oxford
Acquisition Corp. ("Bear"). Capitalized terms used but not
defined herein shall have the meanings set forth in the
Investment Agreement or the Assignment Agreement, as the case may
be.
In connection with the assignment contemplated by the
Assignment Agreement, Bear hereby represents and warrants to, and
agrees with, the Company, as follows:
(i) Bear is acquiring the Assigned Securities for its
own account solely for the purpose of investment and not with a
view to, or for sale in connection with, any distribution thereof
in violation of the Securities Act. Bear acknowledges that the
Assigned Securities and the Warrant Shares have not been
registered under the Securities Act and may be sold or disposed
of in the absence of such registration only pursuant to an
exemption from the registration requirements of the Securities
Act;
(ii) Bear agrees to comply with the provisions of
Section 8.06 of the Investment Agreement as if it were the
Investor thereunder; and
(iii) Pursuant to the Assignment Agreement, Bear has
appointed TPG as its exclusive agent for the purpose of
administering the indemnification provisions set forth in Section
11.05 of the Investment Agreement.
Very truly yours,
Oxford Acquisition Corp.
By
-----------------------------
Name:
Title:
Page 25 of 32
Exhibit 11
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT (the "Agreement"), dated as of
April 28, 1998, by and between TPG Oxford LLC, a Delaware limited
liability company ("TPG"), and Chase Equity Associates, L.P., a
California limited partnership ("Chase").
W I T N E S S E T H:
WHEREAS, pursuant to the Investment Agreement, dated
as of February 23, 1998 (the "Investment Agreement"), between TPG
and Oxford Health Plans, Inc. (the "Company"), TPG has the right
to purchase the Securities in accordance with the terms of the
Investment Agreement;
WHEREAS, Chase desires to purchase from the Company
certain of the Securities as a Designated Purchaser in accordance
with the terms of the Investment Agreement; and
WHEREAS, TPG desires to assign to Chase its right to
purchase certain of the Securities from the Company in accordance
with the terms of the Investment Agreement;
NOW, THEREFORE, in consideration of the premises and
the mutual representations, warranties, covenants and agreements
contained herein, 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 hereby assigns (the
"Assignment") to Chase its right to purchase pursuant to the
Investment Agreement, and Chase hereby agrees to purchase from
the Company at the Closing pursuant to and in accordance with the
terms of the Investment Agreement, the following Securities (the
"Assigned Securities"): (i) 10,500 shares of Series A Preferred
Stock, together with Series A Warrants to purchase, subject to
adjustment as set forth therein, 677,142 shares of Common Stock,
and (ii) 4,500 shares of Series B Preferred Stock, together with
Series B Warrants to purchase, subject to adjustment as set forth
therein, (A) prior to the Shareholder Approval, 288.428 shares of
Junior Preferred Stock, or (B) following the Shareholder
Approval, 288,428 shares of Common Stock.
(b) Chase acknowledges and agrees that the Assignment
is made pursuant to and in accordance with the terms of the
Investment Agreement, including without limitation Section
11.10(b) thereof, and is limited solely to the right to purchase
the Assigned Securities. Chase shall have no other rights of TPG
under the Investment Agreement or any rights of TPG (other than
rights that by their terms are available to all holders of the
relevant Securities generally) under the Certificates of
Designations or the Warrants; provided, however, that nothing
Page 26 of 32
<PAGE>
contained herein shall limit Chase's rights as a Designated
Purchaser under the Investment Agreement.
Section 3. Investment. (a) Chase has independently,
and without reliance on TPG or any of TPG's Affiliates or any of
their respective partners, officers, directors, members,
employees, agents or representatives (collectively, the "TPG
Parties"), made its own analysis and decision regarding whether
to enter this Agreement and purchase the Assigned Securities.
Chase acknowledges that no TPG Party has provided any information
to Chase, nor made any statement, representation or warranty to
Chase, with respect to the Company or the Assigned Securities.
Chase agrees that it will, independently and without reliance on
any TPG Party, continue to make its own decisions regarding the
Assigned Securities, and Chase acknowledges that its exclusive
rights and remedies with respect to the Assigned Securities shall
be those rights and remedies accorded a Designated Purchaser
under the Investment Agreement and those rights and remedies
accorded holders of securities generally in the other agreements
and documents contemplated by the Investment Agreement.
(b) Chase is acquiring the Assigned Securities for its
own account solely for the purpose of investment and not with a
view to, or for sale in connection with, any distribution thereof
in violation of the Securities Act. Chase acknowledges that the
Securities and the Warrant Shares have not been registered under
the Securities Act and may be sold or disposed of in the absence
of such registration only pursuant to an exemption from the
registration requirements of the Securities Act.
Section 4. Transfer Restrictions. (a) Except pursuant
to Section 5 hereof, neither Chase nor any of its Affiliates
will, without the prior written consent of TPG, during the period
commencing on the date hereof and ending on the date that is one
year after the date hereof, offer, sell or contract to sell, or
otherwise dispose of (or enter into any transaction which is
designed to, or might reasonably be expected to, result in the
disposition of (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise)),
directly or indirectly, the Assigned Securities; provided,
however, that Chase may sell or transfer all or any part of the
Assigned Securities to any of its Affiliates, if prior to such
sale or transfer such Affiliate (i) agrees in writing to be bound
by the terms hereof and (ii) delivers a letter to the Company in
the form of Exhibit I hereto.
Section 5. Tag-Along Rights. (a) In the event that TPG
proposes to sell or transfer for value any Securities to any
Person (other than an Affiliate of TPG) which sale or transfer is
proposed to be effected during the Restricted Period, TPG shall
deliver a notice (the "Tag-Along Notice") to Chase which shall
include (i) the principal terms of the proposed sale insofar as
it relates to the Securities, including the purchase price
thereof (or formula for computing the purchase price) and the
name and address of the proposed buyer, and (ii) an offer to
include in such sale, at the option of Chase, such number of
Assigned Securities owned by Chase determined in accordance with
Section 5(b) hereof, on the same terms and conditions as TPG
shall sell or transfer Securities in such sale. Notwithstanding
anything herein to the contrary, Chase shall have the right to
include in any such sale only those series of Securities to be
sold by TPG in such sale.
2
Page 27 of 32
<PAGE>
(b) If Chase desires to accept the offer contained in
the Tag-Along Notice, Chase shall send a written commitment (the
"Commitment") to TPG specifying the number of shares or warrants,
or the principal amount, as the case may be, of each series of
Securities (not in any event to exceed in the aggregate, with
respect to any series of Security, the total of that series of
Security to be sold in such sale (subject to the proviso to
Section 5(e) hereof) multiplied by a fraction, the numerator of
which shall be the total number of that series of Security held
by Chase as of the Closing, and the denominator of which shall be
the total number of that series of Security issued by Company at
the Closing pursuant to the Investment Agreement) which Chase
desires to have included in such sale. A Commitment shall be
delivered by Chase within five (5) days after delivery of the
related Tag-Along Notice. If Chase does not so deliver a
Commitment, Chase shall be deemed to have waived all of its
rights with respect to the sale referred to in the Tag-Along
Notice, and TPG shall thereafter be free to sell Securities to
the proposed buyer, at a price no greater than the purchase price
(or price determined pursuant to the formula) set forth in the
Tag-Along Notice and otherwise on terms substantially no more
favorable (considered as a whole) than as set forth in the
Tag-Along Notice, without any further obligation to Chase.
(c) The acceptance by Chase of any offer set forth in
a Tag-Along Notice shall be irrevocable except as hereinafter
expressly provided, and Chase shall be bound and obligated to
sell in the sale referred to in such Tag-Along Notice such number
of Assigned Securities as Chase shall have specified in the
related Commitment.
(d) If at the end of the sixtieth (60th) day following
the date of the effectiveness of a Tag-Along Notice TPG has not
completed the sale referred to therein, Chase shall be released
from its obligations under the related Commitment, the Tag-Along
Notice shall be null and void, and it shall be necessary for a
separate Tag-Along Notice to be furnished, and the terms and
provisions of this Section 5 separately complied with, in order
to consummate such sale pursuant to this Section 5.
(e) Notwithstanding anything in the foregoing
provisions to the contrary, TPG shall not be obligated to deliver
a Tag-Along Notice, and Chase shall not have any right to include
Securities in any sale by TPG, until such time as TPG and its
Affiliates shall own less than $180,000,000 (one hundred eighty
million dollars) worth of Securities (valued at the prices paid
for such Securities at the Closing pursuant to the Investment
Agreement) in the aggregate (the "Threshold Amount"); provided,
however, that in the event that TPG and its Affiliates' aggregate
ownership would fall below the Threshold Amount pursuant to any
sale, TPG shall be required to deliver a Tag-Along Notice and
Chase shall have the right to participate in such sale to the
extent, but only to the extent, that TPG and its Affiliates'
aggregate ownership falls below the Threshold Amount pursuant to
such sale.
Section 6. Agency. Chase hereby appoints TPG and
authorizes TPG to act as Chase's sole and exclusive agent with
respect to the administration of the indemnification provisions
set forth in Section 11.05 of the Investment Agreement; provided,
however, no TPG Party shall have any responsibility or liability
to Chase with respect to any action taken or omitted to be taken
by such TPG Party in connection with this Section 6, absent gross
negligence or willful misconduct on the part of such TPG Party.
3
Page 28 of 32
<PAGE>
Section 7. Confidentiality. Except as required by Law,
neither Chase nor any of its Affiliates will, without the prior
written consent of TPG, which consent shall not be unreasonably
withheld or delayed, make any public announcement or issue any
press release with respect to the transactions contemplated by
this Agreement or the Investment Agreement. Prior to making any
public disclosure required by applicable Law, Chase shall consult
with TPG, to the extent feasible, as to the content and timing of
such public announcement or press release.
Section 8. Delivery of Letter. Chase agrees that at or
prior to the Closing it will execute and deliver to the Company
the letter attached as Exhibit I hereto.
Section 9. No Assignment. Neither this Agreement nor
any rights hereunder shall be assignable by any party hereto
without the prior written consent of the other party hereto.
Section 10. Entire Agreement. This Agreement sets
forth the entire agreement between the parties hereto with
respect to the transactions contemplated by this Agreement. Any
provision of this Agreement may be amended, modified or
supplemented in whole or in part at any time by an agreement in
writing among the parties hereto executed in the same manner as
this Agreement.
Section 11. 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 12. 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.
Section 13. Termination. This Agreement shall be
terminated and shall be of no further force or effect if the
Investment Agreement is validly terminated in accordance with
Section 10.01 thereof, except for Sections 7 and 12 hereof which
shall survive any termination of this Agreement.
4
Page 29 of 32
<PAGE>
IN WITNESS WHEREOF, this Assignment Agreement has been
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 Presidient
CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners
Its General Partner
By /s/ Mitchell J. Bluh
---------------------
Name: Mitchell J. Bluh
Title: Executive Partner
5
Page 30 of 32
<PAGE>
Exhibit I
CHASE EQUITY ASSOCIATES, L.P.
380 Madison Avenue
New York, NY 10017
May 13, 1998
Oxford Health Plans, Inc.
800 Connecticut Avenue
Norwalk, Connecticut 06854
Ladies and Gentlemen:
Reference is hereby made to the Investment Agreement,
dated as of February 23, 1998 (the "Investment Agreement"),
between TPG Oxford LLC ("TPG") and Oxford Health Plans, Inc. (the
"Company"), and the Assignment Agreement, dated as of April 28,
1998 (the "Assignment Agreement"), between TPG and Chase Equity
Associates, L.P. ("Chase"). Capitalized terms used but not
defined herein shall have the meanings set forth in the
Investment Agreement or the Assignment Agreement, as the case may
be.
In connection with the assignment contemplated by the
Assignment Agreement, Chase hereby represents and warrants to,
and agrees with, the Company, as follows:
(i) Chase is acquiring the Assigned Securities for its
own account solely for the purpose of investment and not with a
view to, or for sale in connection with, any distribution thereof
in violation of the Securities Act. Chase acknowledges that the
Assigned Securities and the Warrant Shares have not been
registered under the Securities Act and may be sold or disposed
of in the absence of such registration only pursuant to an
exemption from the registration requirements of the Securities
Act;
(ii) Chase agrees to comply with the provisions of
Section 8.06 of the Investment Agreement as if it were the
Investor thereunder; and
Page 31 of 32
<PAGE>
(iii) Pursuant to the Assignment Agreement, Chase has
appointed TPG as its exclusive agent for the purpose of
administering the indemnification provisions set forth in Section
11.05 of the Investment Agreement.
Very truly yours,
CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners
Its General Partner
By
---------------------------
Name:
Title:
Page 32 of 32
