-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JsImDDG9sLEFUJsMs37htBtNGcB2dAxEx4MYjQ5tGAEzwg1YLchdXKfpI5In/Dbt l/dWzZnr5q7vcFSY3uq9IA== 0000903423-98-000398.txt : 19981124 0000903423-98-000398.hdr.sgml : 19981124 ACCESSION NUMBER: 0000903423-98-000398 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981123 GROUP MEMBERS: TPG INVESTORS II, L.P. GROUP MEMBERS: TPG OXFORD LLC GROUP MEMBERS: TPG PARALLEL II, L.P. GROUP MEMBERS: TPG PARTNERS II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD HEALTH PLANS INC CENTRAL INDEX KEY: 0000865084 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 061118515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42115 FILM NUMBER: 98757603 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038521442 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS II LP CENTRAL INDEX KEY: 0001043167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 752698246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 ------------------------ OMB APPROVAL OMB Number: 3225-0145 Expires: August 31, 1999 Estimated average burden hours per form.....14.90 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Oxford Health Plans, Inc. - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ----------------------------------------------------------------- (Title of Class of Securities) 691471 10 6 - ----------------------------------------------------------------- (CUSIP Number) Paul J. Shim, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 19, 1998 - ----------------------------------------------------------------- (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. See ss. 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 1 of 7 This Amendment No. 3 amends and supplements the Schedule 13D (the "Schedule") filed on March 5, 1998, as amended by Amendment No. 1 filed on June 10, 1998 and Amendment No. 2 filed on September 23, 1998 by TPG Partners II, L.P. ("TPG"), TPG Oxford LLC ("TPG Oxford"), 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 herein have the meanings ascribed to such terms in the Schedule. Item 4. Purpose of Transaction. In accordance with the Investment Agreement, on November 19, 1998, the Company and TPG executed Amendment No. 3 to the Investment Agreement ("Amendment No. 3"). Amendment No. 3 amends the standstill provisions of the Investment Agreement to permit individuals who are affiliates of TPG to purchase, in the aggregate, up to 2,000,000 shares of Common Stock. Amendment No. 3 will become effective when the Company and TPG obtain all necessary approvals from regulatory authorities in the states where the Company does business. Amendment No. 3 is filed as Exhibit 13 hereto and incorporated by reference herein. Item 7. Material to be Filed as Exhibits Exhibit 13 Amendment No. 3 to Investment Agreement, dated as of November 19, 1998 Page 2 of 7 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: November 23, 1998 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 3 of 7 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: November 23, 1998 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 4 of 7 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: November 23, 1998 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 5 of 7 EXHIBIT INDEX 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 7 as of November 19, 1998 * Previously filed Page 6 of 7 AMENDMENT NUMBER 3 TO INVESTMENT AGREEMENT Reference is hereby made to the Investment Agreement, dated as of February 23, 1998 (the "Agreement"), between TPG Partners II, L.P. (the "Investor") and Oxford Health Plans, Inc. (the "Company"), as such agreement has been amended. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. The Investor and the Company, pursuant to, and in accordance with, Section 11.07 and Section 6.01(c)(iv) of the Agreement, hereby agree to amend the Agreement by adding the following new subsection (e) to Section 6.01: "(e) Nothing contained in this Section 6.01 shall prohibit any individual who is an Affiliate of the Investor from acquiring Beneficial Ownership of shares of Common Stock; provided, that the aggregate number of shares of Common Stock acquired by all such individuals pursuant to this Section 6.01(e) shall not exceed 2,000,000." This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which constitute one and the same instrument. This Amendment shall become effective upon the receipt by the Investor and the Company of all required approvals from state regulatory agencies. The Company and the Investor shall use their best efforts to obtain such approvals, and the Company shall promptly notify the Investor of the receipt of such approvals. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of November 19, 1998. 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 OXFORD HEALTH PLANS, INC. By: /s/ Jeffery H. Boyd ---------------------------- Name: Jeffery H. Boyd Title: Executive Vice President and General Counsel Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----