OXFORD HEALTH PLANS INC
8-K/A, 2000-05-26
HOSPITAL & MEDICAL SERVICE PLANS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 17, 2000



                            OXFORD HEALTH PLANS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                   0-19442                  06-1118515
- --------------------------------------------------------------------------------
      (State or other              (Commission              (IRS Employer
       jurisdiction)               File Number)             Identification
      of incorporation)                                           No.)


48 MONROE TURNPIKE, TRUMBULL, CONNECTICUT                        06611
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip Code)


                                 (203) 459-7000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                       1
<PAGE>


ITEM 5.  OTHER EVENTS.

         The Company's Press Release dated May 17, 2000 is attached as an
Exhibit hereto and incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)   Exhibits

               99    Press Release dated May 17, 2000.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               OXFORD HEALTH PLANS, INC.


Date: May 26, 2000                             By:    /s/ KURT B. THOMPSON
                                                  ------------------------------
                                                         Kurt B. Thompson
                                                      CHIEF FINANCIAL OFFICER


                                       2
<PAGE>


                   OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                    Page
Number            Description of Document                                 Number
- ------            --------------------------------                        ------

<S>               <C>                                                        <C>
 99               Press Release dated May 17, 2000                           4

</TABLE>

                                       3




                                   EXHIBIT 99

MEDIA CONTACT:    MARIA GORDON SHYDLO
                  (203) 459-7674

INVESTOR CONTACT: DEBORAH ABRAHAM
                  (203) 459-6674

FOR IMMEDIATE RELEASE

                            OXFORD HEALTH PLANS, INC.
                   PREPAYS REMAINING $131 MILLION OF TERM LOAN

         TRUMBULL, CONNECTICUT, MAY 17, 2000. Oxford Health Plans, Inc.
(NASDAQ: OXHP) today announced that it has retired the remaining $131 million
balance of its bank term loan three years prior to its due date. Pursuant to the
May 13, 1998 term loan agreement, this pre-payment included a premium of 2.5%,
bringing the total payment to $134.3 million. As part of a previously announced
initiative, Oxford Health Plans, Inc. received dividend and surplus note
repayments from its New York HMO subsidiary totaling $128 million during the
current quarter.

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

                                       ###




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