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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): FEBRUARY 29, 2000
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.)
48 Monroe Turnpike, Trumbull, Connecticut 06611
(Address of principal executive offices) (Zip Code)
(203) 459-6000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
The Company's earnings Press Release dated February 29, 2000 is
attached as an Exhibit hereto and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release dated February 29, 2000
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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: February 29, 2000 By: /s/ YON Y. JORDEN
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YON Y. JORDEN
Chief Financial Officer
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OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
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Exhibit Page
Number Description of Document Number
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99 Press Release dated February 29, 2000 5
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EXHIBIT 99
For Further Information:
Investor Contact: Deborah Abraham
(203) 459-6674
Media Contact: Maria Gordon-Shydlo
(203) 459-7674
FOR IMMEDIATE RELEASE
OXFORD HEALTH PLANS, INC.
REPURCHASES $130 MILLION IN PREFERRED STOCK
PREFERRED STOCK REPURCHASE HIGHLY ACCRETIVE TO EARNINGS
TRUMBULL, CONNECTICUT, FEBRUARY 29, 2000. Oxford Health Plans, Inc.
(NASDAQ: OXHP) today announced that it has repurchased a portion of its
outstanding Preferred Stock for total consideration of $130 million. The
repurchase, from the investor group led by TPG Partners, of 89,616 shares of
Series E 14% Preferred Stock and 28,780 shares of Series D 5.1% Preferred Stock
was effected at the stated value of the shares plus accrued dividends. The
blended average annual dividend on the repurchased stock was 11.9%. The Company
expects this repurchase to add $12.3 million in annualized after tax earnings,
or $.14 per share based on 87 million shares, with only $.12 per share being
recognized in 2000.
"Our improved parent company cash was an important factor in our
decision to repurchase the Preferred Stock. We believe that the favorable
outlook for operating cash flow for 2000 will likely allow for additional
Preferred Stock or debt repurchases," commented Yon Y. Jorden, Oxford's Chief
Financial Officer.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release, including statements concerning
future additional after tax earnings resulting from the repurchase of Preferred
Stock, future operating cash flow and future Preferred Stock or debt
repurchases, and other statements contained herein regarding matters that are
not historical facts, are forward-looking statements (as such term is defined in
the Securities Exchange Act of 1934); and because such statements involve risks
and uncertainties, actual results may differ materially from
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those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially include, but are not limited to:
- - Changes in Federal or State regulation relating to health care and health
benefit plans, including proposed patient protection legislation, mandated
benefits and potential guaranty fund assessments.
- - Rising medical costs or higher utilization of medical services, including
higher out-of-network utilization under point-of-service plans and new
drugs and technologies.
- - Competitive pressure on the pricing of the Company's products, including
acceptance of premium rate increases by the Company's commercial groups.
- - High administrative costs in operating the Company's business and the cost
and impact on service of changing technologies.
- - The ability of the Company to operationalize risk transfer and other
provider arrangements and the resolution of existing and future disputes
over the reconciliations and performance under such arrangements.
- - Any changes in the Company's estimates of its medical costs and expected
cost trends as a result of information gained in the process of continuing
to reconcile delayed claims or claims paid or denied in error.
- - The impact of litigation (including purported class and derivative actions
filed against the Company and certain of its officers and directors, and
other proceedings commenced against the Company and several employees by
certain healthcare providers), regulatory proceedings and other
governmental action (including the ongoing examination, investigation and
review of the Company by various Federal and State authorities).
- - The Company's ability to renew existing members and attract new members.
- - The Company's ability to develop processes and systems to support its
operations and any future growth.
- - The possibility of litigation similar to the purported class actions
brought against certain large national health plans.
- - Those factors included in the discussion under the caption "Business -
Cautionary Statement Regarding Forward-Looking Statements" in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and
under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Cautionary Statement Regarding
Forward-Looking Statements" in the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1999.
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