SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
(AMENDMENT NO. ___)(1)
Oxford Health Plans, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
691471 10 6
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(CUSIP Number)
Jon S. Richardson
Executive Vice President, General Counsel and Secretary
Oxford Health Plans, Inc.
48 Monroe Turnpike
Trumbull, CT 06611
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
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 exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
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(1) 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 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).
CUSIP NO. 691471 10 6 13D
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(1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Norman C. Payson, M.D.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)..........................................................[ ]
(b)..........................................................[x]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ..........................................[ ]
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting Power 4,961,011
Beneficially ----------------------------------------------------------
Owned (8) Shared Voting Power 0
by Each ----------------------------------------------------------
Reporting (9) Sole Dispositive Power 4,961,011
Person ----------------------------------------------------------
With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,961,011
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ............................................[ ]
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(13) Percent of Class Represented by Amount in Row (11)
5.57%
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(14) Type of Reporting Person (See Instructions)
IN
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This Statement on Schedule 13D relates to shares of common stock, par
value $.01 per share (the "Shares"), of Oxford Health Plans, Inc. ("Oxford"
or the "Issuer"), a Delaware corporation. This Statement is being filed by
Norman C. Payson, M.D. (the "Reporting Person") to report acquisitions of
Shares as a result of which the Reporting Person may be deemed to be the
beneficial owner of more than 5% of the outstanding Shares. Information
contained in this Statement on Schedule 13D is as of the date hereof,
unless otherwise expressly provided herein.
A substantial portion of the Shares which the Reporting Person is
deemed to beneficially own consist of vested, but unexercised, stock
options to acquire the Issuer's common stock. The Reporting Person's direct
and indirect holdings and stock option holdings as of the date of the
Issuer's proxy statements have previously been disclosed in such proxy
statements. In addition, the proxy statement for the Issuer's 2000 annual
shareholders meeting disclosed the Reporting Person's beneficial holding of
Shares as 5.5%, calculated in accordance with the methodology utilized
therein. Except for stock options issued to the Reporting Person and the
periodic vesting thereof, the Reporting Person has neither acquired nor
sold Shares subsequent to the date of such proxy statement. The Reporting
Person inadvertently omitted to file a statement on Schedule 13D prior to
the date hereof.
Item 1. Security and Issuer.
Name of the Issuer: Oxford Health Plans, Inc., a Delaware corporation.
Address of Principal Executive Offices of the Issuer:
48 Monroe Turnpike, Trumbull, Connecticut 06611.
Title of Class of Equity Securities to which this Statement relates:
Common Stock, $.01 par value.
Item 2. Identity and Background.
This statement is being filed on behalf of Norman C. Payson, M.D., an
individual whose principal business address is 48 Monroe Turnpike,
Trumbull, Connecticut 06611 (the "Reporting Person"). The Reporting Person
is a citizen of the United States. The Reporting Person is the chief
executive officer and chairman of the board of Oxford and has been a
controlling person of Oxford since May 13, 1998. Oxford is a health care
company currently providing health benefit plans primarily in New York, New
Jersey and Connecticut. Oxford's principal business and office address is
48 Monroe Turnpike, Trumbull, Connecticut 06611.
During the last five years, the Reporting Person has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement relates to: (i) 644,330 Shares held by a limited
liability company (the "Family LLC") of which the Reporting Person is the
Managing Member, 68.1127% of the equity interests of the Family LLC is held
by the Reporting Person, 17.8873% of the equity interests of the Family LLC
is held by the Reporting Person's spouse and 14% of the equity interests of
the Family LLC is held by the Reporting Person's spouse as trustee of two
irrevocable trusts established for the benefit of the Reporting Person's
children (the "Family LLC Shares"); (ii) 1,000,000 Shares held by a grantor
retained annuity trust established by the Reporting Person's spouse (the
"Family GRAT") and of which the Reporting Person is the trustee and two
irrevocable trusts for the benefit of the Reporting Person's children are
the ultimate beneficiaries (the "Family GRAT Shares"); (iii) 1,000,000
Shares held jointly by the Reporting Person and his spouse (the "Direct
Shares"); and (iv) 2,316,681 options to purchase Shares (the "Options")
pursuant to Oxford's stock option plans (the "Option Shares").
The Family LLC Shares were originally acquired from the Issuer by the
Reporting Person for $10 million of the Reporting Person's personal funds
on May 13, 1998 in a transaction that was exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended.
The Family GRAT Shares and Direct Shares were originally acquired by
the Reporting Person for an aggregate amount of $14,106,250 of the
Reporting Person's personal funds in a series of transactions occurring
between August 19, 1998 and September 8, 1998.
The Option Shares consist of vested (or to be vested within sixty
(60) days from the date hereof), but not exercised, Options to purchase
Shares under Oxford's stock option plans. The Options have been granted to
the Reporting Person by Oxford at various times during the period between
February 23, 1998 and March 15, 2000. The Options vest on various
schedules, including monthly vesting, quarterly vesting and annual vesting,
and have terms extending from seven years to ten years.
Item 4. Purpose of Transaction.
The Family LLC Shares, Family GRAT Shares and Direct Shares held
directly and indirectly by the Reporting Person have been acquired for
investment purposes. The Option Shares were granted to the Reporting Person
as a component of his total compensation package. The Reporting Person
expects to evaluate on an ongoing basis the Issuer's financial condition,
business operations and prospects, the status of any business combination
involving the Issuer, the market price of the Shares, conditions in the
securities markets generally, general economic and industry conditions and
other factors. The Reporting Person may at any time and from time to time
sell or otherwise transfer Shares or acquire additional Shares. The
Reporting Person will continue to acquire beneficial ownership of
additional Shares as his Options continue to vest on monthly, quarterly and
annual schedules.
Notwithstanding the foregoing, the Reporting Person is presently
contemplating a transfer of: (A) his beneficial ownership of (i) all of the
Family LLC Shares through the appointment of an independent person as a
successor managing member to the Reporting Person under the Family LLC
which holds the Family LLC Shares and (ii) all of the Family GRAT Shares
through the appointment of an independent person as a successor trustee to
the Reporting Person under the Family GRAT which holds the Family GRAT
Shares; and (B) his membership interests in the Family LLC to his wife. In
addition, the Reporting Person is considering taking such action as is
necessary so that each of the Family LLC and the Family GRAT may from time
to time dispose of Family LLC Shares and Family GRAT Shares, respectively,
under the safe harbor provided under Rule 10b5-1 promulgated under the
Securities Exchange Act of 1934.
Except to the extent set forth above, the Reporting Person has no
plans to effect any of the transactions required to be described in Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be considered the beneficial owner of
(i) the 644,330 Family LLC Shares held by the Family LLC,
68.1127% of the equity interest of which is held by the
Reporting Person, 17.8873% of which is held by the Reporting
Person's spouse and 14% of which is held by the Reporting
Person's spouse as trustee of two irrevocable trusts
established for the benefit of the Reporting Person's children;
(ii) the 1,000,000 Family GRAT Shares held by the Family GRAT
of which the Reporting Person is the trustee and two
irrevocable trusts for the benefit of the Reporting Person's
children are the ultimate beneficiaries; (iii) the 1,000,000
Direct Shares held directly by the Reporting Person and his
spouse; and (iv) the 2,316,681 Option Shares. The Family LLC
Shares, Family GRAT Shares, Direct Shares and Option Shares
represent, in the aggregate, approximately 5.57% of the Shares.
This calculation is based on outstanding Share information as
of November 22, 2000 as provided by the Issuer's transfer
agent, as adjusted to include the Option Shares as if the
Options had been exercised.
(b) The Reporting Person currently has sole power to vote and
dispose of the 1,000,000 Direct Shares, the 1,000,000 Family
GRAT Shares and the 644,330 Family LLC Shares. The Reporting
Person currently has no right to vote or dispose of the
2,316,681 Option Shares issuable upon exercise of the Options
and will not acquire any such right until such time as he
exercises the Options.
(c) During the past sixty (60) days, the Reporting Person acquired
beneficial ownership in 66,668 Shares. The acquisition resulted
from the Reporting Person's continued vesting of previously
granted Options to acquire the Issuer's Shares. The Reporting
Person did not exercise these Options and does not have the
right to vote or dispose of the Shares underlying the Options.
(d) Other than the holders of membership interests in the Family
LLC with respect to the Family LLC Shares and the beneficiaries
of the Family GRAT with respect to the Family GRAT Shares, no
other person is known by the Reporting Person to have the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any Shares beneficially
owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: December 15, 2000 /s/ Norman C. Payson, M.D.
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Name: Norman C. Payson, M.D.
