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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): JUNE 2, 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Company has dismissed KPMG Peat Marwick LLP as the independent
accountants of the Company, effective June 2, 1998. The Company has selected the
firm of Ernst & Young LLP to serve as the independent accountants of the
Company, commencing immediately. The reports of KPMG Peat Marwick LLP on the
financial statements of the Company for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. This change in accountants
was approved by the Audit Committee of the Board of Directors of the Company.
During the Company's two most recent fiscal years and through June 2, 1998,
there were no disagreements with KPMG Peat Marwick LLP concerning accounting
principles or practices, financial statement disclosures or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of KPMG Peat
Marwick LLP would have caused KPMG Peat Marwick LLP to make reference thereto in
their report on the financial statements for such years, and there were no
reportable events as that term is defined in Item 304(a)(1)(v) of Regulation
S-K. The Company has provided KPMG Peat Marwick LLP with a copy of the
disclosure contained herein and has requested that KPMG Peat Marwick LLP furnish
it with a letter addressed to the Commission stating whether or not it agrees
with the above statements. A copy of such letter, dated June 9, 1998, is filed
as Exhibit 16 of this Form 8-K.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter from KPMG Peat Marwick LLP regarding change in
certifying accountant of Registrant
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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: June 9, 1998 By: /s/ ALBERT A. KOCH
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Albert A. Koch
Principal Financial Officer
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OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit Page
Number Description of Document Number
16 Letter From KPMG Peat Marwick Regarding Change in
Certifying Accountant of Registrant 5
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EXHIBIT 16
June 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Oxford Health Plans, Inc. and,
under the date of February 23, 1998, except as to the last paragraph of Note
15, which is as of March 30, 1998, we reported on the consolidated financial
statements of Oxford Health Plans, Inc. and subsidiaries as of and for the
years ended December 31, 1997 and 1996. On June 2, 1998, our appointment as
principal accountants was terminated. We have read Oxford Health Plans, Inc.'s
statements included under Item 4 of its Form 8-K dated June 9, 1998, and we
agree with such statements, except that we are not in a position to agree or
disagree with Oxford Health Plans, Inc.'s statement that Ernst & Young LLP has
been selected to serve as the independent accountant of the Company.
KPMG Peat Marwick LLP
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