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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
December 22, 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>
SCHEDULE 13D
CUSIP No. 691471 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) | |
3
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,789,173 (See Item 5.)
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,789,173 (See Item 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,789,173 (See Item 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (See Item 5.)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 691471 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Parallel II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) | |
3
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,789,173 (See Item 5.)
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
8,789,173 (See Item 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,789,173 (See Item 5.)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (See Item 5.)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 691471 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Investors II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) | |
3
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,789,173 (See Item 5.)
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
8,789,173 (See Item 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,789,173 (See Item 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (See Item 5.)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 6 (this "Amendment") 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.
Items 3, 4, 5 and 6 of the Schedule are hereby amended and
supplemented by adding thereto the following:
On December 22, 2000, the Company consummated the transactions
contemplated by the Repurchase Agreement pursuant to which, inter alia, (a) as
part of the Repurchase, the Company purchased from the TPG Parties 62,873.36455
shares of Series D Preferred Stock and 9,234,828.01037 Series A Warrants for an
aggregate purchase price of $176,000,998.73 and (b) as part of the Exchange, the
TPG Parties exchanged 134,981.19471 shares of Series D Preferred Stock and
21,026.62087 shares of Series E Preferred Stock for 8,789,173 shares of Common
Stock by exercising the TPG Parties' Exchange Warrants and delivering to the
Company the TPG Parties' Exchange Preferred in payment of the exercise price of
such Exchange Warrants.
Following the Exchange and Repurchase, the TPG Parties
beneficially own in the aggregate 8,789,173 shares of Common Stock, representing
approximately 8.94% of the Company's outstanding shares of Common Stock, and no
Warrants, Series D Preferred Stock or Series E Preferred Stock. This calculation
is based on the information provided to the TPG Parties by the Company that as
of December 22, 2000, 98,296,246 shares of Common Stock were outstanding.
<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: January 5, 2001
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
--------------------------------
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: January 5, 2001
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
--------------------------------
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: January 5, 2001
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
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Exhibit Page
------- ----
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, *
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
