-----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, DkrG/P/XsueDeTCl8OEMm/411GCzx3grSNxHTPI+aul8lnA5tul1HsW0W+1XV/+E FZxTaSTFb+oMGTzSSymVSw== 0001194499-04-000028.txt : 20040802 0001194499-04-000028.hdr.sgml : 20040802 20040802153121 ACCESSION NUMBER: 0001194499-04-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040729 FILED AS OF DATE: 20040802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUDNICK ELLEN A CENTRAL INDEX KEY: 0001194498 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16437 FILM NUMBER: 04944951 MAIL ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: 2034596000 MAIL ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-07-29 1 0000865084 OXFORD HEALTH PLANS INC OHP 0001194498 RUDNICK ELLEN A 48 MONROE TURNPIKE TRUMBULL CT 06611 1 0 0 0 Common Stock 2004-07-29 4 D 0 1250 D 0 D Stock Option 27.43 2004-07-29 4 D 0 3750 D 2004-10-27 Common Stock 3750 0 D Stock Option 45.60 2004-07-29 4 D 0 10000 D 2004-10-27 Common Stock 10000 0 D Stock Option 36.09 2004-07-29 4 D 0 10000 D 2004-10-27 Common Stock 10000 0 D Pursuant to the merger agreement between the Issuer and United HealthGroup Incorporated ("United"), dated as of April 26, 2004, exchanged for (a) 794 shares of United having a market value of $64.01 per share on the effective date of the merger and (b) cash in the amount of $20,212.50. The remaining portion of this option became fully vested and immediately exercisable upon approval by the Issuer's shareholders of the merger between the Issuer and United on July 7, 2004 and was assumed by United in the merger and replaced with an option to purchase 3,330 shares of United common stock for $30.89 per share. The remaining portion of this option became fully vested and immediately exercisable upon completion of the merger between the Issuer and United on July 29, 2004 and was assumed by United in the merger and replaced with an option to purchase 8,881 shares of United common stock for $51.35 per share. The remaining portion of this option became fully vested and immediately exercisable upon completion of the merger between the Issuer and united on July 29, 2004 and was assumed by United in the merger and replaced with an option to purchase 8,881 shares of United common stock for $40.64 per share. Daniel Gregoire on behalf of Ellen Rudnick 2004-08-02 EX-24 2 attach_1.htm

POWER OF ATTORNEY



  "The undersigned hereby constitutes and appoints each of  Daniel N. Gregoire,  Kurt B. Thompson and Marc Kole his true and lawful attorney-in-fact to:"



 -1 "execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the ""Exchange Act""), and the rules thereunder;"



 -2 "do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission (""SEC"") and any other person; and"



 -3 "take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion."



  "The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act."



  This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect until the date on which the undersigned shall cease to be subject to Section 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.



  "IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of August, 2002."



 /s/ Ellen Rudnick__________________

      Signature



         Ellen Rudnick

      Print Name

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