<PAGE> 1
Exhibit 4(a) - 1
CERTIFICATE OF DESIGNATIONS
OF
SERIES D CUMULATIVE PREFERRED STOCK
OF
OXFORD HEALTH PLANS, INC.
(PURSUANT TO SECTION 151 OF THE
DELAWARE GENERAL CORPORATION LAW)
Oxford Health Plans, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that the following resolutions were adopted by
the Board of Directors of the Corporation (the "Board of Directors") pursuant to
authority of the Board of Directors as required by Section 151 of the Delaware
General Corporation Law:
RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors in accordance with the provisions of the Second
Amended and Restated Certificate of Incorporation of the Corporation, as amended
(the "Certificate of Incorporation"), the Board of Directors hereby creates a
series of the Corporation's previously authorized preferred stock, par value
$0.01 per share (the "Preferred Stock"), and hereby states the designation and
number thereof, and fixes the voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof, as follows:
Series D Cumulative Preferred Stock:
I. Designation and Amount
The designation of this series of shares shall be "Series D
Cumulative Preferred Stock" (the "Series D Preferred Stock"); the stated value
per share shall be $1,000 (the "Stated Value"); and the number of shares
constituting such series shall be 300,000. The number of shares of the Series D
Preferred Stock may be decreased from time to time by a resolution or
resolutions of the Board of Directors; provided, however, that such number shall
not be decreased below the aggregate number of shares of the Series D Preferred
Stock then outstanding.
<PAGE> 2
II. Rank
A. With respect to dividend rights, the Series D Preferred
Stock shall rank (i) junior to each other class or series of Preferred Stock
which by its terms ranks senior to the Series D Preferred Stock as to payment of
dividends, (ii) on a parity with each other class or series of Preferred Stock
which by its terms ranks on a parity with the Series D Preferred Stock as to
payment of dividends, including the Series E Preferred Stock, par value $0.01
per share, of the Corporation (the "Series E Preferred Stock") and (iii) prior
to the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), and, except as specified above, all other classes and series of capital
stock of the Corporation hereafter issued by the Corporation. With respect to
dividends, all equity securities of the Corporation to which the Series D
Preferred Stock ranks senior, including the Common Stock, are collectively
referred to herein as the "Junior Dividend Securities"; all equity securities of
the Corporation with which the Series D Preferred Stock ranks on a parity,
including the Series E Preferred Stock, are collectively referred to herein as
the "Parity Dividend Securities"; and all equity securities of the Corporation
(other than convertible debt securities) to which the Series D Preferred Stock
ranks junior, with respect to dividends, are collectively referred to herein as
the "Senior Dividend Securities."
B. With respect to the distribution of assets upon
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the Series D Preferred Stock shall rank (i) junior to each other
class or series of Preferred Stock which by its terms ranks senior to the Series
D Preferred Stock as to distribution of assets upon liquidation, dissolution or
winding up, (ii) on a parity with each other class or series of Preferred Stock
which by its terms ranks on a parity with the Series D Preferred Stock as to
distribution of assets upon liquidation, dissolution or winding up of the
Corporation, including the Series E Preferred Stock, and (iii) prior to the
Common Stock and, except as specified above, all other classes and series of
capital stock of the Corporation hereinafter issued by the Corporation. With
respect to the distribution of assets upon liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, all equity securities
of the Corporation to which the Series D Preferred Stock ranks senior, including
the Common Stock, are collectively referred to herein as "Junior Liquidation
Securities"; all equity securities of the Corporation (other than convertible
debt securities) to which the Series D Preferred Stock ranks on parity,
including the Series E Preferred Stock, are collectively referred to herein as
"Parity Liquidation Securities"; and all equity securities of the Corporation to
which the Series D Preferred Stock ranks junior are collectively referred to
herein as "Senior Liquidation Securities."
C. The Series D Preferred Stock shall be subject to the
creation of Junior Dividend Securities and Junior Liquidation Securities
(collectively, "Junior Securities") but no Parity Dividend Securities or Parity
Liquidation Securities (collectively, "Parity Securities") (other than the
Series E Preferred Stock), or Senior Dividend Securities or Senior Liquidation
Securities (collectively, "Senior Securities") shall be created except in
accordance with the terms hereof and the Investment Agreement, including,
without limitation, Section F of Article VIII of this Certificate of
Designations.
2
<PAGE> 3
III. Dividends
A. Dividends. Prior to May 13, 2000, shares of Series D
Preferred Stock shall accumulate dividends at a rate of 5.319521% per annum,
payment of which may be made in cash or by the issuance of additional shares of
Series D Preferred Stock (which, upon issuance, shall be fully paid and
nonassessable), at the option of the Corporation; provided that if any such
dividend is paid after May 13, 2000, such dividend shall be paid in cash. On and
after May 13, 2000, shares of Series D Preferred Stock shall accumulate
dividends at a rate of 5.129810% per annum, which dividends shall be paid in
cash. On and prior to May 13, 2000, dividends shall be paid annually on May 13,
1999 and May 13, 2000, and thereafter dividends shall be paid in four equal
quarterly installments on the last day of March, June, September and December of
each year, or if any such date is not a Business Day, the Business Day next
preceding such day (each such date, regardless of whether any dividends have
been paid or declared and set aside for payment on such date, a "Dividend
Payment Date"), to holders of record (the "Registered Holders") as they appear
on the stock record books of the Corporation on the fifteenth day prior to the
relevant Dividend Payment Date. Dividends shall be paid only when, as and if
declared by the Board of Directors out of funds at the time legally available
for the payment of dividends. Dividends shall begin to accumulate on outstanding
shares of Series D Preferred Stock from the date of issuance and shall be deemed
to accumulate from day to day whether or not earned or declared until paid.
Dividends shall accumulate on the basis of a 360-day year consisting of twelve
30-day months (four 90-day quarters) and the actual number of days elapsed in
the period for which payable. Dividends payable at more than one annual rate for
any dividend period or partial dividend period shall be pro rated on the basis
of the number of days in such dividend period or partial dividend period,
calculated as aforesaid, and the actual number of days elapsed for which
dividends are payable at each such annual rate.
B. Accumulation. Dividends on the Series D Preferred Stock
shall be cumulative, and from and after any Dividend Payment Date on which any
dividend that has accumulated or been deemed to have accumulated through such
date has not been paid in full or any payment date set for a redemption on which
such redemption payment has not been paid in full, additional dividends shall
accumulate in respect of the amount of such unpaid dividends or unpaid
redemption payment (the "Arrearage") at the annual rate then in effect as
provided in Section A of this Article III (or such lesser rate as may be the
maximum rate that is then permitted by applicable law). Such additional
dividends in respect of any Arrearage shall be deemed to accumulate from day to
day whether or not earned or declared until the Arrearage is paid, shall be
calculated as of such successive Dividend Payment Date and shall constitute an
additional Arrearage from and after any Dividend Payment Date to the extent not
paid on such Dividend Payment Date. References in any Article herein to
dividends that have accumulated or that have been deemed to have accumulated
with respect to the Series D Preferred Stock shall include the amount, if any,
of any Arrearage together with any dividends accumulated or deemed to have
accumulated on such Arrearage pursuant to the immediately preceding two
sentences. Additional dividends in respect of any Arrearage may be declared and
paid at any time, in whole or in part, without reference to any regular Dividend
Payment Date, to Registered Holders as they appear on the stock record books of
the Corporation on such record date as may be fixed by
3
<PAGE> 4
the Board of Directors (which record date shall be no less than 10 days prior to
the corresponding payment date). Dividends in respect of any Arrearage shall be
paid in cash.
C. Method of Payment. Dividends paid on the shares of Series D
Preferred Stock in an amount less than the total amount of such dividends at the
time accumulated and payable on all outstanding shares of Series D Preferred
Stock shall be allocated pro rata on a share-by-share basis among all such
shares then outstanding. After May 13, 2000, dividends that are declared and
paid in an amount less than the full amount of dividends accumulated on the
Series D Preferred Stock (and on any Arrearage) shall be applied first to the
earliest dividend which has not theretofore been paid. All cash payments of
dividends on the shares of Series D Preferred Stock shall be made in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
IV. Liquidation Preference
In the event of a liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of
then-outstanding shares of Series D Preferred Stock shall be entitled to receive
out of the assets of the Corporation, whether such assets are capital or surplus
of any nature, an amount per share equal to the sum of (i) the dividends, if
any, accumulated or deemed to have accumulated thereon to the date of final
distribution to such holders, whether or not such dividends are declared, and
(ii) the Stated Value thereof, and no more, before any payment shall be made or
any assets distributed to the holders of any Junior Liquidation Securities.
After any such payment in full, the holders of Series D Preferred Stock shall
not, as such, be entitled to any further participation in any distribution of
assets of the Corporation. All the assets of the Corporation available for
distribution to stockholders after the liquidation preferences of any Senior
Liquidation Securities shall be distributed ratably (in proportion to the full
distributable amounts to which holders of Series D Preferred Stock and Parity
Liquidation Securities, if any, are respectively entitled upon such dissolution,
liquidation or winding up) among the holders of the then-outstanding shares of
Series D Preferred Stock and Parity Liquidation Securities, if any, when such
assets are not sufficient to pay in full the aggregate amounts payable thereon.
Neither a consolidation or merger of the Corporation with or
into any other Person or Persons, nor a sale, conveyance, lease, exchange or
transfer of all or part of the Corporation's assets for cash, securities or
other property to a Person or Persons shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Article IV,
but the holders of shares of Series D Preferred Stock shall nevertheless be
entitled from and after any such consolidation, merger or sale, conveyance,
lease, exchange or transfer of all or part of the Corporation's assets to the
rights provided by this Article IV following any such transaction. Notice of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, stating the payment date or dates when, and the place or places
where, the amounts distributable to each holder of shares of Series D Preferred
Stock in such circumstances shall be payable, shall be given by first-class
mail, postage prepaid, mailed not less than 30 days prior to any payment date
stated therein, to holders of record as they appear on the stock record books of
the Corporation as of the date such notices are first mailed.
4
<PAGE> 5
V. Redemption
A. Optional Redemption. The Corporation shall not have any
right to redeem any shares of Series D Preferred Stock prior to May 13, 2003. On
and after such date, the Corporation shall have the right, at its option and
election, to redeem all the outstanding shares of Series D Preferred Stock, in
whole but not in part, at any time, in accordance with the provisions of this
Article V. The redemption price for such shares of Series D Preferred Stock
shall be paid in cash out of funds legally available therefor and shall be in an
amount per share equal to the sum of (i) the amount, if any, of all unpaid
dividends accumulated thereon to the date of actual payment of the Redemption
Price, whether or not such dividends have been declared, and (ii) the Stated
Value thereof (the "Redemption Price").
B. Mandatory Redemption. On May 13, 2008, the Corporation
shall redeem (the "Mandatory Redemption") all outstanding shares of Series D
Preferred Stock by paying the Redemption Price therefor in cash out of funds
legally available for such purpose.
C. Notice and Redemption Procedures. Notice of the redemption
of shares of Series D Preferred Stock pursuant to Section A or B hereof (a
"Notice of Redemption") shall be sent to the holders of record of the shares of
Series D Preferred Stock to be redeemed by first class mail, postage prepaid, at
each such holder's address as it appears on the stock record books of the
Corporation, not more than 120 nor fewer than 90 days prior to the date fixed
for redemption, which date shall be set forth in such notice (the "Redemption
Date"); provided that failure to give such Notice of Redemption to any holder,
or any defect in such Notice of Redemption to any holder shall not affect the
validity of the proceedings for the redemption of any shares of Series D
Preferred Stock held by any other holder. Notwithstanding the foregoing, in the
event that contemporaneously with or prior to the delivery of a Notice of
Redemption, the Corporation irrevocably deposits, in accordance with Section F
of this Article V, funds sufficient to pay the aggregate Redemption Price for
the Series D Preferred Stock, such Notice of Redemption shall be delivered not
more than 120 days nor fewer than 30 days prior to the Redemption Date;
provided, however, that, if such Notice of Redemption is delivered fewer than 60
days prior to the Redemption Date and the Investor or any of its Affiliates
Beneficially Owns shares of Series D Preferred Stock as of the date of the
Notice of Redemption and uses its reasonable best efforts to consummate the sale
of its shares of Series D Preferred Stock prior to the stated Redemption Date
but has not completed the sale of all the Series D Preferred Stock Beneficially
Owned by the Investor and its Affiliates (or such other amount desired to be
sold by the Investor and its Affiliates), the Corporation shall, at the option
of the Investor (or any such Affiliate), delay such Redemption Date for a period
not to exceed 30 days as requested by the Investor (or any such Affiliate) in
order to complete such sale or sales, and shall notify the holders of Series D
Preferred Stock of such delay within five days of receiving the request
therefor. Any delay of the Redemption Date pursuant to the proviso to the
preceding sentence shall be requested by the Investor (or its Affiliate) in
writing no later than the tenth day preceding the then-scheduled Redemption Date
stated in the Notice of Redemption. The Redemption Date stated in a Notice of
Redemption shall not be delayed more than once in connection with the redemption
of shares of Series D Preferred Stock pursuant to such Notice of Redemption. In
order to facilitate the redemption of shares of Series D Preferred Stock, the
Board of Directors
5
<PAGE> 6
may fix a record date for the determination of the holders of shares of Series D
Preferred Stock to be redeemed, in each case, not more than 30 days prior to the
date the Notice of Redemption is mailed. On or after the Redemption Date, each
holder of the shares called for redemption shall surrender the certificate
evidencing such shares to the Corporation at the place designated in such notice
and shall thereupon be entitled to receive payment of the Redemption Price. From
and after the Redemption Date, all dividends on shares of Series D Preferred
Stock shall cease to accumulate and all rights of the holders thereof as holders
of Series D Preferred Stock shall cease and terminate, except to the extent the
Corporation shall default in payment thereof on the Redemption Date. Prior to
any Redemption Date that has been fixed by the Corporation, other than in
connection with the Mandatory Redemption, the Corporation shall take all
measures reasonably requested by the Investor to facilitate a sale or other
disposition of Series D Preferred Stock by the Investor or its Affiliates prior
to such Redemption Date, including, without limitation, participation in due
diligence sessions and provision of information about the management, business
and financial condition of the Corporation, preparation of offering memoranda,
private placement memoranda and other similar documents and preparation and
delivery of such other certificates or documents reasonably requested by the
Investor. For so long as the Investor or an Affiliate of the Investor holds any
shares of Series D Preferred Stock, no Notice of Redemption in connection with a
redemption pursuant to Section A or B of this Article V shall be delivered
unless (i) the Corporation's preferred stock is rated Baa or better by Moody's
or BBB or better by S&P, or in the event the Corporation's preferred stock is
not rated by Moody's and S&P, the Corporation's unsecured debt is rated Baa or
better by Moody's or BBB or better by S&P or (ii) the Corporation has sufficient
funds reasonably available under committed lines of credit or other similar
sources of financing established with financially sound financing providers to
pay, on the Redemption Date, the aggregate Redemption Price in connection with
such redemption (and shall reserve such funds or availability for the payment of
the aggregate Redemption Price); provided, that the Corporation may deliver a
Notice of Redemption without complying with the foregoing conditions if prior
to, or contemporaneously with, the delivery of such notice the Corporation
irrevocably deposits in accordance with Section F of this Article V funds
sufficient to pay the aggregate Redemption Price for the Series D Preferred
Stock.
D. Change of Control. Subject to Section I of Article VIII, in
the event there occurs a Change of Control, any holder of record of shares of
Series D Preferred Stock, in accordance with the procedures set forth in Section
E of this Article V, may require the Corporation to redeem any or all of the
shares of Series D Preferred Stock held by such holder at the Redemption Price
therefor.
E. Change of Control Notice and Redemption Procedures. Notice
of any Change of Control shall be sent to the holders of record of the
outstanding shares of Series D Preferred Stock not more than five days following
a Change of Control, which notice (a "Change of Control Notice") shall describe
the transaction or transactions constituting such Change of Control and set
forth each holder's right to require the Corporation to redeem any or all shares
of Series D Preferred Stock held by him or her out of funds legally available
therefor, the Redemption Date (which date shall be not more than 30 days from
the date of such Change of Control Notice) and the procedures to be followed by
such holders in
6
<PAGE> 7
exercising his or her right to cause such redemption; provided, however, that if
shares of Series D Preferred Stock are owned by more than 50 holders or groups
of Affiliated holders and if the Series D Preferred Stock is listed on any
national securities exchange or quoted on any national quotation system, the
Corporation shall give such Change of Control Notice by publication in a
newspaper of general circulation in the Borough of Manhattan, The City of New
York, within 30 days following such Change of Control and, in any case, a
similar notice shall be mailed concurrently to each holder of shares of Series D
Preferred Stock. Failure by the Corporation to give the Change of Control Notice
as prescribed by the preceding sentence, or the formal insufficiency of any such
Change of Control Notice, shall not prejudice the rights of any holder of shares
of Series D Preferred Stock to cause the Corporation to redeem any such shares
held by him or her. In the event a holder of shares of Series D Preferred Stock
shall elect to require the Corporation to redeem any or all such shares of
Series D Preferred Stock pursuant to Section D of this Article V, such holder
shall deliver, prior to the Redemption Date as set forth in the Change of
Control Notice, or, if the Change of Control Notice is not given as required by
this Section E, at any time following the last day the Corporation was required
to give the Change of Control Notice in accordance with this Section E (in which
case the Redemption Date shall be the date which is the later of (x) 30 days
following the last day the Corporation was required to give the Change of
Control Notice in accordance with this Section E and (y) 15 days following the
delivery of such election by such holder), a written notice, in the form
specified by the Corporation (if the Corporation did in fact give the notice
required by this Section E), to the Corporation so stating, and specifying the
number of shares to be redeemed pursuant to Section D of this Article V;
provided, however, that if all of the shares of the Series D Preferred Stock are
owned by 50 or fewer holders or groups of Affiliated holders, such holders or
groups may deliver a notice or an election to redeem at any time within 90 days
following the occurrence of a Change of Control without awaiting receipt of a
Change of Control Notice or the expiration of the time allowed for the delivery
of a Change of Control Notice hereunder. The Corporation shall redeem the number
of shares so specified on the Redemption Date fixed by the Corporation or as
provided in the preceding sentence. The Corporation shall comply with the
requirements of Rules 13e-4 and 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the shares of
Series D Preferred Stock as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this paragraph, the Corporation shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations hereunder by virtue thereof.
F. Deposit of Funds. The Corporation shall, on or prior to any
Redemption Date pursuant to this Article V, deposit with its transfer agent or
other redemption agent in the Borough of Manhattan, The City of New York having
a capital and surplus of at least $500,000,000 selected by the Board of
Directors, as a trust fund for the benefit of the holders of the shares of
Series D Preferred Stock to be redeemed, cash that is sufficient in amount to
redeem the shares to be redeemed in accordance with the Notice of Redemption or
Change of Control Notice, with irrevocable instructions and authority to such
transfer agent or other redemption agent to pay to the respective holders of
such shares, as evidenced by a list of such holders
7
<PAGE> 8
certified by an officer of the Corporation, the Redemption Price upon surrender
of their respective share certificates. Such deposit shall be deemed to
constitute full payment of such shares to the holders, and from and after the
date of such deposit, all rights of the holders of the shares of Series D
Preferred Stock that are to be redeemed as stockholders of the Corporation with
respect to such shares, except the right to receive the Redemption Price upon
the surrender of their respective certificates, shall cease and terminate. No
dividends shall accumulate on any shares of Series D Preferred Stock after the
Redemption Date for such shares (unless the Corporation shall fail to deposit
cash sufficient to redeem all such shares). In case holders of any shares of
Series D Preferred Stock called for redemption shall not, within two years after
such deposit, claim the cash deposited for redemption thereof, such transfer
agent or other redemption agent shall, upon demand, pay over to the Corporation
the balance so deposited. Thereupon, such transfer agent or other redemption
agent shall be relieved of all responsibility to the holders thereof and the
sole right of such holders, with respect to shares to be redeemed, shall be to
receive the Redemption Price as general creditors of the Corporation. Any
interest accrued on any funds so deposited shall belong to the Corporation, and
shall be paid to it from time to time on demand.
VI. Exchange of Series D Preferred Stock
A. The Series D Preferred Stock shall be exchangeable, at any
time, at the option of the Corporation and to the extent permitted by applicable
law, in whole but not in part, on any Dividend Payment Date for Junior
Subordinated Debentures (issued pursuant to an indenture (the "Indenture")
prepared in accordance with the Investment Agreement), in principal amount of
$1,000 per share of Series D Preferred Stock (a "Debenture" and, collectively,
the "Debentures"), in accordance with this Article VI:
(i) Each share of Series D Preferred Stock shall be
exchangeable at the offices of the Corporation and at such other place
or places, if any, as the Board of Directors may designate. Except with
the prior written consent of the holders of all outstanding shares of
Series D Preferred Stock, the Corporation may not exchange any shares
of Series D Preferred Stock if (a) full cumulative dividends, to the
extent payable or deemed payable through the date of exchange, have not
been paid or set aside for payment on all outstanding shares of the
Series D Preferred Stock, (b) the Corporation has failed to amend its
Certificate of Incorporation pursuant to Delaware law to confer the
power to vote upon holders of the Debentures as shall be contemplated
by the Indenture or (c) such exchange could result in any tax
consequence to the Investor or any of its Affiliates which is
materially adverse.
(ii) Prior to giving notice of its intention to exchange, the
Corporation shall execute and deliver to a bank or trust company
selected by the Board of Directors and, if required by applicable law,
qualify under the Trust Indenture Act of 1939, as amended, the
Indenture.
(iii) The Corporation shall mail written notice of its
intention to exchange Series D Preferred Stock for Debentures (the
"Exchange Notice") to each holder of record
8
<PAGE> 9
of shares of Series D Preferred Stock not less than 90 nor more than
120 days prior to the date fixed for exchange.
(iv) Prior to effecting any exchange provided above, the
Corporation shall deliver to each holder of shares of Series D
Preferred Stock an opinion of nationally recognized legal counsel to
the effect that: (i) each of the Indenture and the Debentures have been
duly authorized and executed by the Corporation and, when delivered by
the Corporation in exchange for shares of Series D Preferred Stock,
will constitute valid and legally binding obligations of the
Corporation enforceable against the Corporation in accordance with
their terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally and to general principles of
equity; (ii) the exchange of the Debentures for the shares of Series D
Preferred Stock shall not violate the provisions of this Article VI or
of the Delaware General Corporation Law, including Section 221 thereof;
and (iii) the exchange of the Debentures for the shares of Series D
Preferred Stock is exempt from the registration requirements of the
Securities Act or, if no such exemption is available, that the
Debentures have been duly registered for such exchange under such Act.
(v) Upon the exchange of shares of Series D Preferred Stock
for Debentures, the rights of the holders of shares of Series D
Preferred Stock as stockholders of the Corporation shall terminate and
such shares shall no longer be deemed outstanding.
(vi) Before any holder of shares of Series D Preferred Stock
shall be entitled to receive Debentures, such holder shall surrender
the certificate or certificates therefor, at the office of the
Corporation or at such other place or places, if any, as the Board of
Directors shall have designated, and shall state in writing the name or
names (with addresses) in which he or she wishes the certificate or
certificates for the Debentures to be issued. The Corporation will, as
soon as practicable thereafter, issue and deliver at said office or
place to such holder of shares of Series D Preferred Stock, or to his
or her nominee or nominees, certificates for the Debentures to which he
or she shall be entitled as aforesaid. Shares of Series D Preferred
Stock shall be deemed to have been exchanged as of the close of
business on the date fixed for exchange as provided above, and the
Person or Persons entitled to receive the Debentures issuable upon such
exchange shall be treated for all purposes (including the accrual and
payment of interest) as the record holder or holders of such Debentures
as of the close of business on such date.
B. For purposes of clause (c) of paragraph (i) of Section A of
this Article VI, an exchange of shares of Series D Preferred Stock shall be
deemed to be an exchange that could result in a tax consequence to the Investor
or any of its Affiliates which is materially adverse only if the Investor or its
Affiliate shall have delivered to the Corporation a written notice to such
effect on or before the fifteenth day after its receipt of the Exchange Notice
(an "Objection Notice"), which Objection Notice shall be prepared in good faith
and shall specify in reasonable detail the nature of such tax consequences which
could result from the exchange (other than the difference between the tax
treatment of distributions on the Series D Preferred Stock and interest payments
on the Debentures); provided, that the Investor or its Affiliates shall not
deliver an
9
<PAGE> 10
Objection Notice unless the Investor and its Affiliates Beneficially Own, in the
aggregate, at least 1,000 shares of Series D Preferred Stock at the time of
delivery of such Objection Notice to the Corporation. If the Corporation
receives an Objection Notice, then the Corporation shall not exchange the shares
of Series D Preferred Stock of the Investor and its Affiliates and the
Corporation shall, within 15 days after its receipt of the Objection Notice mail
written notice to the effect that it is canceling the proposed exchange of
shares of Series D Preferred Stock to each holder of record of shares of Series
D Preferred Stock to which it mailed the Exchange Notice.
C. Subject to Section I of Article VIII, shares of the Series
D Preferred Stock may be exchanged for Series A Warrant Shares pursuant to
Section 4 of the Series A Warrants.
VII. Restrictions on Dividends
So long as any shares of the Series D Preferred Stock are
outstanding, the Board of Directors shall not declare, and the Corporation shall
not pay or set apart for payment any dividend on any Junior Securities or make
any payment on account of, or set apart for payment money for a sinking or other
similar fund for, the repurchase, redemption or other retirement of, any Junior
Securities or Parity Securities or any warrants, rights or options exercisable
for or convertible into any Junior Securities or Parity Securities (other than
the repurchase, redemption or other retirement of debentures or other debt
securities that are convertible into or exchangeable for any Junior Securities
or Parity Securities), or make any distribution in respect of the Junior
Securities, either directly or indirectly, and whether in cash, obligations or
shares of the Corporation or other property (other than distributions or
dividends in Junior Securities to the holders of Junior Securities), and shall
not permit any corporation or other entity directly or indirectly controlled by
the Corporation to purchase or redeem any Junior Securities or Parity Securities
or any warrants, rights, calls or options exercisable for or convertible into
any Junior Securities or Parity Securities (other than the repurchase,
redemption or other retirement of debentures or other debt securities that are
convertible into or exchangeable for any Junior Securities or Parity Securities)
unless prior to or concurrently with such declaration, payment, setting apart
for payment, repurchase, redemption or other retirement or distribution, as the
case may be, all accumulated and unpaid dividends on shares of the Series D
Preferred Stock not paid on the dates provided for in Section A of Article III
(including Arrearages and accumulated dividends thereon) shall have been paid,
except that when dividends are not paid in full as aforesaid upon the shares of
Series D Preferred Stock, all dividends declared on the Series D Preferred Stock
and any series of Parity Dividend Securities shall be declared and paid pro rata
so that the amount of dividends so declared and paid on Series D Preferred Stock
and such series of Parity Dividend Securities shall in all cases bear to each
other the same ratio that accumulated dividends (including interest accrued on
or additional dividends accumulated in respect of such accumulated dividends) on
the shares of Series D Preferred Stock and such Parity Dividend Securities bear
to each other. Notwithstanding the foregoing, this paragraph shall not prohibit
(i) the acquisition, repurchase, exchange, conversion, redemption or other
retirement for value of shares of Series D Preferred Stock or any Parity
Dividend Security by the Corporation in accordance with the terms of such
securities or of any shares of Trust Preferred Stock (as defined in Section F of
Article VIII) or (ii) the acquisition, repurchase, exchange, conversion,
redemption or other retirement for value by the Corporation of any Junior
Dividend Securities by the
10
<PAGE> 11
Corporation in accordance with obligations in existence at the time of original
issuance of the Series D Preferred Stock.
VIII. Voting Rights and Certain Restrictions
A. The holders of shares of Series D Preferred Stock shall
have no voting rights except as set forth below or as otherwise from time to
time required by law.
B. So long as any shares of the Series D Preferred Stock are
outstanding, each share of Series D Preferred Stock shall entitle the holder
thereof to vote on all matters voted on by holders of Common Stock, and the
shares of Series D Preferred Stock shall vote together with shares of Common
Stock (and any shares of Series E Preferred Stock entitled to vote) as a single
class; provided, however, that upon register or transfer on the stock records of
the Corporation of a share of Series D Preferred Stock to any Person other than
the Investor or an Affiliate of the Investor, such Person, and any subsequent
transferee, shall not be entitled to such voting rights. With respect to any
such vote, the Investor (together with its Affiliates) shall be entitled to a
number of votes per share of Series D Preferred Stock equal to the quotient of
the Investor Aggregate Vote Number, divided by the number of shares of Series D
Preferred Stock held by such Investor and its Affiliates as of the record date
for such vote. The "Investor Aggregate Vote Number" shall equal the number of
Series A Warrant Shares that would be issuable upon the exercise of the Original
Warrants (as defined below) by the holders thereof (assuming all conditions
precedent to such exercise have been satisfied and that such exercise occurs as
of the record date for such vote), multiplied by the lesser of (x) the quotient
of the number of Original Warrants that are Beneficially Owned by members of the
Investor Group, in the aggregate, as of the record date for such vote (excluding
for purposes of this calculation, however, any Original Warrants that have been
transferred on the books of the Corporation by any member of the Investor Group
to any Person other than a member of the Investor Group, regardless of whether
any such Original Warrants are subsequently acquired by any member of the
Investor Group), divided by the number of Original Warrants, and (y) the
quotient of the number of Original Series D Preferred Shares (as defined below)
that are Beneficially Owned by members of the Investor Group, in the aggregate,
as of the record date for such vote (excluding for purposes of this calculation,
however, any Original Series D Preferred Shares transferred on the stock records
of the Corporation by any member of the Investor Group to any Person other than
a member of the Investor Group, regardless of whether any such Original Series D
Preferred Shares are subsequently acquired by any member of the Investor Group),
divided by the number of Original Series D Preferred Shares. The term "Original
Warrants" means those Series A Warrants Beneficially Owned by members of the
Investor Group, in the aggregate, as of the Closing. The term "Original Series D
Preferred Shares" means those shares of Series D Preferred Stock Beneficially
Owned by members of the Investor Group, in the aggregate, on the date of
original issuance of the Series D Preferred Stock.
C. If on any date (i) dividends payable on either the Series D
Preferred Stock or the Series E Preferred Stock shall have been in arrears and
not paid in full for four consecutive quarterly periods or if dividends shall
have been in arrears and not paid in full on May 13, 1999 or May 13, 2000 for
the Series D Preferred Stock or Series E Preferred Stock, as the case may be,
11
<PAGE> 12
or (ii) the Corporation shall have failed to satisfy its obligation to redeem
either shares of Series D Preferred Stock or shares of Series E Preferred Stock
pursuant to the relevant Certificate of Designations, then the number of
directors constituting the Board of Directors shall, without further action, be
increased by two, and the holders of a majority of the outstanding shares of
Series D Preferred Stock and Series E Preferred Stock shall have, in addition to
the other voting rights set forth herein, the exclusive right, voting together
as a single class without regard to series, to elect the two directors (the
"Additional Directors") of the Corporation to fill such newly-created
directorships. Notwithstanding the foregoing, the Investor and its Affiliates
shall not be permitted to elect, pursuant to the preceding sentence, more than
the number of directors that would result in four directors designated for
nomination or elected by the Investor and its Affiliates then being on the Board
of Directors (including directors that the Investor has a right to designate for
nomination to the Board of Directors pursuant to the Investment Agreement);
provided, that if at the time holders of Series D Preferred Stock and Series E
Preferred Stock have the right to elect Additional Directors and (i) the
Investor and its Affiliates Beneficially Own, in the aggregate, a majority of
the outstanding shares of Series D Preferred Stock and Series E Preferred Stock,
taken together as a single class, and (ii) the Investor and its Affiliates are
not permitted to elect one or both of the Additional Directors as aforesaid,
then the holders of Series D Preferred Stock and Series E Preferred Stock (other
than the Investor and its Affiliates) shall have the right to elect, voting
together as a single class, one Additional Director pursuant to this Section C.
Additional Directors shall continue as directors and such additional voting
right shall continue until such time as (a) all dividends accumulated on the
Series D Preferred Stock and/or Series E Preferred Stock, as the case may be,
shall have been paid in full or (b) any redemption obligation with respect to
the Series D Preferred Stock and/or the Series E Preferred Stock, as the case
may be, that has become due shall have been satisfied or all necessary funds
shall have been set aside for payment, as the case may be, at which time such
Additional Directors shall cease to be directors and such additional voting
right of the holders of shares of Series D Preferred Stock shall terminate
subject to revesting in the event of each and every subsequent event of the
character indicated above and subject to any rights as to the election of
directors provided for the holders of any other series of Preferred Stock of the
Corporation.
D. In the event that one or more of the Investor Nominees
required to be designated for election to the Board of Directors pursuant to the
Investment Agreement are not so designated or are not elected to the Board of
Directors and the Investor or any of its Affiliates Beneficially Owns shares of
Series D Preferred Stock, then the number of directors constituting the Board of
Directors shall, without further action, be increased by the number of such
Investor Nominees not elected to the Board of Directors pursuant to the
Investment Agreement, and such holder or holders shall have, in addition to the
other voting rights set forth herein, the exclusive right, voting separately as
a single class, to elect a number of directors to the Board of Directors equal
to the number of such Investor Nominees not elected to the Board of Directors.
Directors elected pursuant to this Section D shall continue as directors and
such additional voting right shall continue until such time as the requisite
number of Investor Nominees are elected to the Board of Directors pursuant to
the Investment Agreement, at which time the directors elected by the Investor
and its Affiliates pursuant to this Section D shall cease to be directors
(unless elected as Investor Nominees), and such additional voting rights shall
terminate subject to revesting in the event of each and every subsequent event
of the character indicated above.
12
<PAGE> 13
E. (a) The foregoing rights of holders of shares of Series D
Preferred Stock to take any action as provided in this Article VIII may be
exercised at any annual meeting of stockholders or at a special meeting of
stockholders held for such purpose as hereinafter provided or at any adjournment
thereof, or by the written consent, delivered to the Secretary of the
Corporation, of the holders of the minimum number of shares required to take
such action. So long as such right to vote continues (and unless such right has
been exercised by written consent of the minimum number of shares required to
take such action), the Chairman of the Board of Directors may call, and upon the
written request of holders of record of 20% of the outstanding shares of Series
D Preferred Stock, addressed to the Secretary of the Corporation at the
principal office of the Corporation, shall call, a special meeting of the
holders of shares entitled to vote as provided herein. Such meeting shall be
held within 60 days after delivery of such request to the Secretary, at the
place and upon the notice provided by law and in the By-laws for the holding of
meetings of stockholders.
(b) Each director elected pursuant to Section C or D of this
Article VIII shall serve until the next annual meeting or until his or her
successor shall be elected and shall qualify, unless the director's term of
office shall have terminated pursuant to the provisions of Section C or D of
this Article VIII, as the case may be. In case any vacancy shall occur among the
directors elected pursuant to Section C or D of this Article VIII, such vacancy
may be filled for the unexpired portion of the term by vote of the remaining
director or directors theretofore elected by such holders (or such director's or
directors' successor in office), if any. If any such vacancy is not so filled
within 20 days after the creation thereof or if all of the directors so elected
shall cease to serve as directors before their term shall expire, the holders of
the shares then outstanding and entitled to vote for such director pursuant to
the provisions of Section C or D of this Article VIII, as the case may be, may
elect successors to hold office for the unexpired terms of any vacant
directorships, by written consent as herein provided, or at a special meeting of
such holders called as provided herein. The holders of a majority of the shares
entitled to vote for directors pursuant to Section C or D of this Article VIII,
as the case may be, shall have the right to remove with or without cause at any
time and replace any directors such holders have elected pursuant to such
section, by written consent as herein provided, or at a special meeting of such
holders called as provided herein.
F. Without the consent or affirmative vote of the holders of
at least a majority of the outstanding shares of Series D Preferred Stock,
voting separately as a class, the Corporation shall not authorize, create or
issue, or increase the authorized amount of, (i) any Senior Securities or Parity
Securities or (ii) any class or series of capital stock or any security
convertible into or exercisable for any class or series of capital stock,
redeemable mandatorily or redeemable at the option of the holder thereof at any
time on or prior to May 13, 2008 (whether or not only upon the occurrence of a
specified event); provided, however, that no consent or vote of the holders of
the outstanding shares of the Series D Preferred Stock shall be required for the
creation or issuance by a trust formed at the direction of the Corporation of
any series of preferred securities of such trust for financing purposes in an
aggregate amount not to exceed $250,000,000 ("Trust Preferred Stock"). No
consent or vote of the holders of the outstanding shares of Series D Preferred
Stock shall be required to authorize, create or issue, or increase the
authorized amount of, any class or series of Junior Securities, or any security
convertible into a stock of any class or
13
<PAGE> 14
series of Junior Securities, except to the extent such action would violate
Section H of this Article VIII.
G. Without the consent or affirmative vote of the holders of
at least a majority of the outstanding shares of Series D Preferred Stock,
voting separately as a class, the Corporation shall not (i) amend, alter or
repeal any provision of the Certificate of Incorporation or the By-laws, if the
amendment, alteration or repeal alters or changes the powers, preferences or
special rights of the Series D Preferred Stock so as to affect them materially
and adversely, or (ii) authorize or take any other action if such action alters
or changes any of the rights of the Series D Preferred Stock in any respect or
otherwise would be inconsistent with the provisions of this Certificate of
Designations and the holders of any class or series of the capital stock of the
Corporation are entitled to vote thereon.
H. Other Securities. The Corporation shall not enter into any
agreement or issue any security that prohibits, conflicts or is inconsistent
with, or would be breached by, the Corporation's performance of its obligations
hereunder.
I. Certain Restrictions. Notwithstanding anything herein to
the contrary, prior to May 13, 2000, members of the Investor Group may not use
shares of Series D Preferred Stock as consideration in connection with the
exercise of the Series A Warrants or the Series B Warrants; provided, that such
Persons in the aggregate may do so with respect to a percentage of the total
number of shares of the Series D Preferred Stock issued by the Corporation on
February 13, 1999 that does not exceed the percentage of the total number of
shares of Series E Preferred Stock issued by the Corporation on February 13,
1999 that have been (A) redeemed by the Corporation, (B) repurchased by the
Corporation as a result of a Change of Control or otherwise, (C) used as
consideration in connection with the exercise of the Series A Warrants or the
Series B Warrants, or (D) otherwise retired by the Corporation.
IX. Additional Definitions
For the purposes of this Certificate of Designations of Series
D Preferred Stock, the following terms shall have the meanings indicated:
"Affiliate" has the meaning set forth in Rule 12b-2 under the
Exchange Act. The term "Affiliated" has a correlative meaning. Notwithstanding
the foregoing, for all purposes hereof, TPG, and each Person controlled by,
controlling or under common control with TPG (each, a "TPG Person"), shall not
be deemed an "Affiliate" of any Designated Purchaser Person (as defined below),
and no Designated Purchaser, and no Person controlled by, controlling or under
common control with such Designated Purchaser (each, a "Designated Purchaser
Person"), shall be deemed an "Affiliate" of any TPG Person or any other
Designated Purchaser Person, in any such case solely as a consequence of the
Investment Agreement and the transactions contemplated thereby.
"Beneficially Own" with respect to any securities means having
"beneficial ownership" of such securities (as determined pursuant to Rule 13d-3
under the Exchange Act as in effect on the date hereof, except that a Person
shall be deemed to Beneficially Own all such
14
<PAGE> 15
securities that such Person has the right to acquire whether such right is
exercisable immediately or after the passage of time). The terms "Beneficial
Ownership" and "Beneficial Owner" have correlative meanings. Notwithstanding the
foregoing, for all purposes hereof, no TPG Person shall be deemed to
Beneficially Own any securities that are held by any Designated Purchaser
Person, and no Designated Purchaser Person shall be deemed to Beneficially Own
any securities that are held by any TPG Person or other Designated Purchaser
Person, in any such case solely as a consequence of the Investment Agreement or
the transactions contemplated thereby.
"Business Day" means any day, other than a Saturday, Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
"By-laws" means the By-laws of the Corporation, as amended.
"Change of Control" means such time as:
(i) any Person or Group (other than the Investor, its
Affiliates, the Corporation or any Subsidiaries of the Corporation, or
any Group composed of such Persons) has become, directly or indirectly,
the Beneficial Owner, by way of merger, consolidation or otherwise, of
a majority of the voting power of the then-outstanding Voting
Securities of the Corporation on a fully-diluted basis, after giving
effect to the conversion and exercise of all outstanding warrants,
options and other securities of the Corporation convertible into or
exercisable for Voting Securities of the Corporation (whether or not
such securities are then currently convertible or exercisable); or
(ii) the sale, lease, transfer or other disposition of all or
substantially all of the consolidated assets of the Corporation and its
Subsidiaries to any Person or Group; or
(iii) during any period of two consecutive calendar years,
individuals who at the beginning of such period constituted the Board
of Directors, together with any new members of such Board of Directors
whose election by such Board of Directors or whose nomination for
election by the stockholders of the Corporation was approved by a vote
of at least a majority of the members of such Board of Directors then
still in office who either were directors at the beginning of such
period or whose election or nomination for election was previously so
approved or who were approved pursuant to Section 5.02 of the
Investment Agreement or Section C, D or E of Article VIII of this
Certificate of Designations, cease for any reason to constitute a
majority of the directors of the Corporation then in office; or
(iv) the Corporation consolidates with or merges with or into
another Person or any Person consolidates with, or merges with or into,
the Corporation, in any such event pursuant to a transaction in which
immediately after the consummation thereof the Persons owning the
then-outstanding Voting Securities of the Corporation immediately prior
to such consummation shall not own a majority in the aggregate (by
reason of such prior ownership) of the then-outstanding Voting
Securities of the Corporation or the surviving entity if other than the
Corporation; or
15
<PAGE> 16
(v) the adoption of a plan relating to the liquidation or
dissolution of the Corporation, whether or not otherwise in compliance
with the provisions of this Certificate of Designations.
"Closing" has the meaning assigned to such term in the
Investment Agreement.
"Designated Purchaser" has the meaning assigned to such term
in the Investment Agreement.
"Designated Purchaser Person" has the meaning set forth in the
definition of "Affiliate."
"Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, from time to
time.
"Group" has the meaning set forth in Rule 13d-5 under the
Exchange Act.
"Investment Agreement" means the Investment Agreement, dated
as of February 23, 1998, by and between the Investor and the Corporation, as
amended, supplemented or otherwise modified from time to time.
"Investor" means TPG.
"Investor Group" means, collectively, the Investor, the
Designated Purchasers, if any, and the respective Affiliates of such Persons.
"Investor Nominee" means a person designated for election to
the Board of Directors by the Investor pursuant to the Investment Agreement.
"Moody's" means Moody's Investors Service and its successors.
"Person" means any individual, corporation, company,
association, partnership, joint venture, trust or unincorporated organization,
or a government or any agency or political subdivision thereof.
"Securities Act" means the U.S. Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, from time to
time.
"Series A Warrants" means the Series A Warrants issued by the
Corporation pursuant to the Investment Agreement.
"Series B Warrants" means the Series B Warrants issued by the
Corporation pursuant to the Investment Agreement.
"Series A Warrant Shares" has the meaning assigned to such
term in the Series A Warrants.
16
<PAGE> 17
"S&P" means Standard and Poor's Ratings Group, a division of
the McGraw-Hill Companies, and its successors.
"Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of voting stock is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or combination thereof) and (ii) any partnership (A) the sole
general partner of the managing general partner of which is such Person or a
Subsidiary of such Person or (B) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).
"TPG" means TPG Partners II, L.P., a Delaware limited
partnership.
"TPG Person" has the meaning set forth in the definition of
"Affiliate."
"Voting Securities" means the shares of Common Stock and any
other securities of the Corporation entitled to vote generally for the election
of directors.
X. Miscellaneous
A. Notices. Any notice referred to herein shall be in writing
and, unless first-class mail shall be specifically permitted for such notices
under the terms hereof, shall be deemed to have been given upon personal
delivery thereof, upon transmittal of such notice by telecopy (with confirmation
of receipt by telecopy or telex) or five days after transmittal by registered or
certified mail, postage prepaid, addressed as follows:
(i) if to the Corporation, to its office at 800 Connecticut
Avenue Norwalk, Connecticut 06854 (Attention: General Counsel) or to
the transfer agent for the Series D Preferred Stock;
(ii) if to a holder of the Series D Preferred Stock, to such
holder at the address of such holder as listed in the stock record
books of the Corporation (which may include the records of any transfer
agent for the Series D Preferred Stock); or
(iii) to such other address as the Corporation or such holder,
as the case may be, shall have designated by notice similarly given.
B. Reacquired Shares. Any shares of Series D Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation, directly or
indirectly, in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof (and shall not be deemed to be outstanding for any
purpose) and, if necessary to provide for the lawful redemption or purchase of
such shares, the capital represented by such shares shall be reduced in
accordance with the Delaware General Corporation Law. All such shares of Series
D Preferred Stock shall upon their cancellation and upon the filing of an
appropriate certificate with the Secretary of State of the State of Delaware,
become authorized but unissued shares of Preferred Stock, par value $0.01 per
share, of the Corporation and may be reissued as part of another series of
17
<PAGE> 18
Preferred Stock, par value $0.01 per share, of the Corporation subject to the
conditions or restrictions on issuance set forth herein.
C. Enforcement. Any registered holder of shares of Series D
Preferred Stock may proceed to protect and enforce its rights and the rights of
such holders by any available remedy by proceeding at law or in equity to
protect and enforce any such rights, whether for the specific enforcement of any
provision in this Certificate of Designations or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.
D. Transfer Taxes. Except as otherwise agreed upon pursuant to
the terms of this Certificate of Designations, the Corporation shall pay any and
all documentary, stamp or similar issue or transfer taxes and other governmental
charges that may be imposed under the laws of the United States of America or
any political subdivision or taxing authority thereof or therein in respect of
any issue or delivery of Debentures on exchange of, or other securities or
property issued on account of, shares of Series D Preferred Stock pursuant
hereto or certificates representing such shares or securities. The Corporation
shall not, however, be required to pay any such tax or other charge that may be
imposed in connection with any transfer involved in the issue or transfer and
delivery of any certificate for Debentures or other securities or property in a
name other than that in which the shares of Series D Preferred Stock so
exchanged, or on account of which such securities were issued, were registered
and no such issue or delivery shall be made unless and until the Person
requesting such issue has paid to the Corporation the amount of any such tax or
has established to the satisfaction of the Corporation that such tax has been
paid or is not payable.
E. Transfer Agent. The Corporation may appoint, and from time
to time discharge and change, a transfer agent for the Series D Preferred Stock.
Upon any such appointment or discharge of a transfer agent, the Corporation
shall send notice thereof by first-class mail, postage prepaid, to each holder
of record of shares of Series D Preferred Stock.
F. Record Dates. In the event that the Series D Preferred
Stock shall be registered under either the Securities Act or the Exchange Act,
the Corporation shall establish appropriate record dates with respect to
payments and other actions to be made with respect to the Series D Preferred
Stock.
18
<PAGE> 19
IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Executive Vice President and
General Counsel and attested by its Vice President this 12th day of February,
1999.
OXFORD HEALTH PLANS, INC.
By: /s/ JEFFERY H. BOYD
-------------------------------
Name: Jeffery H. Boyd
Title: Executive Vice President
and General Counsel
[Corporate Seal]
ATTEST:
/s/ ROBERT J. MOSES
---------------------
Name: Robert J. Moses
Title: Vice President
19
<PAGE> 20
Exhibit 4(a)-2
AMENDED CERTIFICATE OF DESIGNATIONS OF
SERIES D CUMULATIVE PREFERRED STOCK OF
OXFORD HEALTH PLANS, INC.
(Pursuant to Section 151 of the General
Corporation Law of the State of Delaware)
OXFORD HEALTH PLANS, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation (the "Board of Directors") pursuant to
the authority of the Board of Directors as required by Section 151 of the
General Corporation Law of the State of Delaware:
RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors in accordance with the provisions of the Second
Amended and Restated Certificate of Incorporation of the Corporation, as
amended, the Board of Directors hereby reduces the number of shares constituting
Series D Cumulative Preferred Stock of the Corporation to 247,319 and amends the
Certificate of Designations of Series D Cumulative Preferred Stock of the
Corporation so as to reflect this reduction.
IN WITNESS WHEREOF, this certificate is executed on behalf of
the Corporation by its Executive Vice President, General Counsel and Secretary
and attested by its Vice President this 10th day of August 2000.
OXFORD HEALTH PLANS, INC.
By: /s/ JON S. RICHARDSON
-----------------------------------
Name: Jon S. Richardson
Title: Executive Vice President,
General Counsel and Secretary
[Corporate Seal]
ATTEST:
By: SCOTT M. SCHWARTZ
--------------------
Name: Scott M. Schwartz
Title: Vice President
