OXFORD HEALTH PLANS INC
8-K, 1999-05-13
HOSPITAL & MEDICAL SERVICE PLANS
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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): MAY 12, 1999







                            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 5.  OTHER EVENTS.

         The Company's Press Release dated May 12, 1999 is attached as an
Exhibit hereto and incorporated herein by reference.

ITEM 7.  Financial Statements and Exhibits

         (c)   Exhibits

                  99       Press Release dated May 12, 1999


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<PAGE>   3
                                   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: May 13, 1999                         By:         /s/ YON Y. JORDEN
                                              ----------------------------------
                                                         YON Y. JORDEN
                                                    Chief Financial Officer


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<PAGE>   4
                   OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit                                                                   Page
Number            Description of Document                               Number
- ------            -----------------------                               ------
<S>               <C>                                                   <C>
  99              Press Release dated May 12, 1999                           5
</TABLE>


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<PAGE>   1
                                   Exhibit 99



                        [OXFORD HEALTH PLANS LETTERHEAD]



For Further Information:

Investor Contact: Deborah Abraham
                           (203) 851-2636

Media Contact:    Nicole Russell/Richard Wool
                           (212) 885-0353/(212) 885-0523

FOR IMMEDIATE RELEASE



           OXFORD HEALTH PLANS, INC. ELECTS NORMAN C. PAYSON CHAIRMAN


         NORWALK, CT, MAY 12, 1999 - Oxford Health Plans, Inc. (NASDAQ: OXHP)
today announced the election of Norman C. Payson, M.D. as chairman of the board
of directors. Dr. Payson has been chief executive officer and a member of the
board since May 13, 1998. He succeeds Fred F. Nazem, who had been serving as
non-executive chairman since February 1998. Mr. Nazem will continue serving as a
director.

         "I am honored to have been given the opportunity to step in and make a
difference during a critical juncture for Oxford," Mr. Nazem said. "However, now
that our intensive efforts to restore Oxford's financial health and improve its
business prospects are yielding results, I am pleased to pass the chairman's
baton to Norm Payson. In the year that Norm has served as chief executive
officer, the Company has strengthened its management and worked to improve its
relationships with key constituencies while continuing to maintain Oxford's
leadership position in the tri-state managed care market."

                                    - MORE -


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<PAGE>   2
         In commenting on Mr. Nazem's departure as chairman, Dr. Payson said,
"On behalf of Oxford's board of directors and our shareholders, I want to
express our sincere appreciation and heartfelt gratitude to Fred Nazem for his
singular and outstanding contribution to Oxford. His advice, counsel, leadership
and commitment were invaluable as we put into place aggressive steps to improve
the Company's operational and financial performance. Fred remains as a valued
member of the board and we look forward to benefiting from his insight and
wisdom," he added.

         Founded in 1984, Oxford Health Plans, Inc. provides health plans to
employers and individuals in New York, New Jersey and Connecticut, through its
direct sales force, independent insurance agents and brokers. Oxford's services
include traditional health maintenance organizations, point-of-service plans,
third-party administration of employer-funded benefits plans and Medicare plans.

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