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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Oxford Health Plans, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
691471 10 6
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(CUSIP Number)
Paul J. Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 25, 2000
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(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. Seess. 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>
This Amendment No. 5 amends and supplements the Schedule 13D filed on
March 5, 1998, as amended (the "Schedule"), by TPG Partners II, L.P. ("TPG"),
TPG Oxford LLC, 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 in this Amendment have the meanings ascribed to such terms in the
Schedule.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following at
the end thereof:
Exchange and Repurchase Agreement
The Exchange and Repurchase. TPG, TPG Parallel and TPG Investors
(collectively, the "TPG Parties"), the Assignees (together with the TPG Parties,
the "Holders") and the Company entered into an Exchange and Repurchase
Agreement, dated as of October 25, 2000 (the "Repurchase Agreement"), pursuant
to which the parties agreed that, at the Closing Date (as defined in the
Repurchase Agreement), (i) the Company will declare and pay to the Holders in
cash all dividends accumulated and unpaid on the Series D Preferred Stock and
the Series E Preferred Stock through the Closing Date, (ii) the Company will
purchase from the Holders 11,543,534.09972 Series A Warrants and 78,591.70585
shares of Series D Preferred Stock for an aggregate purchase price of
$220,010,900.28 (the "Repurchase"), and (iii) the Holders will exchange
4,256,455 Series A Warrants, 6,730,000 Series B Warrants (such Series A Warrants
and Series B Warrants together, the "Exchange Warrants"), 168,726.49373 Series D
Preferred Stock, and 26,283.27600 Series E Preferred Stock (such Series D
Preferred Stock and Series E Preferred Stock together, the "Exchange Preferred")
for 10,986,455 shares of Common Stock (the "Warrant Shares") by exercising the
Exchange Warrants and delivering to the Company the Exchange Preferred in
payment of the exercise price of the Exchange Warrants (the "Exchange"). As a
result of the Exchange and Repurchase, the Holders will no longer hold any
Warrants, Series D Preferred Stock or Series E Preferred Stock.
Resale Restrictions of Warrant Shares. Following receipt by the Holders
of the Warrant Shares, each Holder will not offer or sell any Warrant Shares
(other than to the Company) prior to February 15, 2001, subject to certain
exceptions.
Closing Conditions. The obligations of each of the Holders and of the
Company to consummate the Exchange and Repurchase are subject to certain
conditions, including (i) the consummation by the Company of its Offer to
Purchase and Consent Solicitation relating to the Company's 11% Senior Notes due
2005 (the "Notes") and the amendment of the Notes in a manner to permit the
transactions contemplated by the Repurchase Agreement, (ii) each of the
representations and warranties of the Company or the Holders, as the case may
be, shall be true and correct, and (iii) the receipt by the Company of bank
financing in an amount of up to $400 million (but not less than $300 million).
Termination of Investment Agreement. Upon the consummation of the
Exchange and the Repurchase, the Investment Agreement shall be terminated and be
of no further force and effect, except that certain indemnification provisions
of the Investment Agreement shall survive with respect to acts, omission or
events that occur on or before the Closing Date.
Termination. The Repurchase Agreement may be terminated (i) at any time
prior to the Closing Date by the Company or a majority in interest of the
Holders if the Exchange and Repurchase shall not have been consummated by the
close of business on January 16, 2001 or (ii) at any time after the close of
business on November 10, 2000 and prior to the close of business on November 30,
2000 if by the close of business on November 10, 2000 the Company shall not have
received a commitment letter relating to the bank financing discussed above
under "Closing Conditions."
The Repurchase Agreement is filed as Exhibit 17 hereto and is
incorporated by reference herein. The foregoing description of the Repurchase
Agreement is qualified in its entirety by reference to such agreement.
Item 6. Contracts, Arrangements, understandings or Relationship with Respect to
Securities of the Issuer
Item 6 is hereby amended and supplemented by the incorporation by
reference of the disclosure set forth under Item 4 of this Amendment.
Item 7. Material to be Filed as Exhibits
Exhibit 17 Exchange and Repurchase Agreement, dated as of October 25, 2000,
by and between TPG Partners II, L.P., TPG Parallel II, L.P., TPG
Investors II, L.P., Chase Equity Associates, L.P., Oxford
Acquisition Corp., the DLJ Entities and Oxford Health Plans, Inc.
<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: October 27, 2000
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
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Name: Richard A. Ekleberry
Title: Vice President
<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: October 27, 2000
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
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Name: Richard A. Ekleberry
Title: Vice President
<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: October 27, 2000
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>
EXHIBIT INDEX
Exhibit Page
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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 as of November *
19, 1998
14. Share Exchange Agreement, dated as of February 13, 1999 by and *
between TPG Partners II, L.P., TPG Parallel II, L.P., TPG
Investors II, L.P., Chase Equity Associates, L.P., Oxford
Acquisition Corp., the DLJ Entities and Oxford Health Plans,
Inc.
15. Certificate of Designations of Series D Cumulative Preferred *
Stock
16. Certificate of Designations of Series E Cumulative Preferred *
Stock
17. Exchange and Repurchase Agreement dated as of October 25, 2000, 9
by and between TPG Partners II, L.P., TPG Parallel II, L.P.,
TPG Investors II, L.P., Chase Equity Associates, L.P., Oxford
Acquisition Corp., the DLJ Entities and Oxford Health Plans,
Inc.
* Previously filed
