-----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, WLntCmxGpDWx5owTjsgP36nDy2XNzrf4TzOaf1gmpb7eIFBQd8EznIbAcTuW4Df0 2ef6VUCliP/C6vrdIus8Bg== 0000903423-98-000226.txt : 19980611 0000903423-98-000226.hdr.sgml : 19980611 ACCESSION NUMBER: 0000903423-98-000226 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980610 SROS: NASD 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: 98645776 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. 1)* 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) May 13, 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 Sections 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 Section 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 32 This Amendment No. 1 amends and supplements the Schedule 13D (the "Schedule") filed on March 5, 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 6. Contracts, Arrangements, Understandings or Relationships -------------------------------------------------------- With Respect to Securities of the Issuer. ----------------------------------------- As contemplated by the Investment Agreement, TPG Oxford assigned its right under the Investment Agreement to acquire certain of the Securities to affiliates of Donaldson, Lufkin & Jenrette Securities Corporation (the "DLJ Entities"), Oxford Acquisition Corp., an affiliate of Bear, Stearns & Co. Inc. ("Bear") and Chase Equity Associates, L.P. ("Chase" and, together with the DLJ Entities and Bear, the "Assignees"). On May 13, 1998, the Company issued the Securities to the Filing Parties and the Assignees in the following amounts: (a) Filing Parties: (i) 196,000 shares of Series A Preferred Stock, together with Series A Warrants to purchase, subject to adjustment as set forth therein, 12,640,001 shares of Common Stock, and (ii) 84,000 shares of Series B Preferred Stock, together with Series B Warrants to purchase, subject to adjustment as set forth therein, (A) prior to the Shareholder Approval, 5,384.001 shares of Junior Preferred Stock, or (B) following the Shareholder Approval, 5,384,001 shares of Common Stock. (b) DLJ Entities: (i) 35,000 shares of Series A Preferred Stock, together with Series A Warrants to purchase, subject to adjustment as set forth therein, 2,257,143 shares of Common Stock, and (ii) 15,000 shares of Series B Preferred Stock, together with Series B Warrants to purchase, subject to adjustment as set forth therein, (A) prior to the Shareholder Approval, 961 shares of Junior Preferred Stock, or (B) following the Shareholder Approval, 961,429 shares of Common Stock. (c) Bear: (i) 3,500 shares of Series A Preferred Stock, together with Series A Warrants to purchase, subject to adjustment as set forth therein, 225,714 shares of Common Stock, and (ii) 1,500 shares of Series B Preferred Stock, together with Series B Warrants to purchase, subject to adjustment as set forth therein, (A) prior to the Shareholder Approval, 96 shares of Junior Preferred Stock, or (B) following the Shareholder Approval, 96,142 shares of Common Stock. (d) Chase: (i) 10,500 shares of Series A Preferred Stock, together with Series A Warrants to purchase, subject to adjustment as set forth therein, 677,142 shares of Common Stock, and (ii) 4,500 shares of Series B Preferred Stock, together with Series B Warrants to purchase, subject to adjustment as set forth therein, (A) prior to the Page 2 of 32 Shareholder Approval, 288.428 shares of Junior Preferred Stock, or (B) following the Shareholder Approval, 288,428 shares of Common Stock. Pursuant to the Investment Agreement and the terms of the Preferred Stock, TPG Oxford retains voting power with respect to the shares of Preferred Stock sold to the Assignees until such time as such shares are resold or transferred to third parties. The agreements pursuant to which the foregoing assignments were effected are filed as Exhibits 9, 10 and 11 hereto and incorporated by reference herein. Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 9 Assignment Agreement, dated as of April 23, 1998, by and among TPG Oxford LLC and the DLJ Entities. Exhibit 10 Assignment Agreement, dated as of April 28, 1998, by and between TPG Oxford LLC and Oxford Acquisition Corp. Exhibit 11 Assignment Agreement, dated as of April 28, 1998, by and between TPG Oxford LLC and Chase Equity Associates, L.P. Page 3 of 32 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: June 9, 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/ James O'Brien -------------------------- Name: James O'Brien Title: Vice President Page 4 of 32 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 Oxford LLC is true, complete and correct. Dated: June 9, 1998 TPG OXFORD LLC By: /s/ James O'Brien -------------------------- Name: James O'Brien Title: Vice President Page 5 of 32 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: June 9, 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/ James O'Brien -------------------------- Name: James O'Brien Title: Vice President Page 6 of 32 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: June 9, 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/ James O'Brien -------------------------- Name: James O'Brien Title: Vice President Page 7 of 32 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 9 and among TPG Oxford LLC and the DLJ Entities. 10. Assignment Agreement, dated as of April 28, 1998, by 21 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, 26 L.P. * Previously filed Page 8 of 32 EX-99.9 2 Exhibit 9 ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT (the "Agreement"), dated as of April 23, 1998, by and among TPG Oxford LLC, a Delaware limited liability company ("TPG"), and the DLJ Entities listed on the signature pages hereto (each, a "DLJ Entity," and collectively "DLJ"). W I T N E S S E T H: WHEREAS, pursuant to the Investment Agreement, dated as of February 23, 1998 (the "Investment Agreement"), between TPG and Oxford Health Plans, Inc. (the "Company"), TPG has the right to purchase the Securities in accordance with the terms of the Investment Agreement; WHEREAS, each DLJ Entity desires to purchase from the Company certain of the Securities as a Designated Purchaser in accordance with the terms of the Investment Agreement; and WHEREAS, TPG desires to assign to DLJ its right to purchase certain of the Securities from the Company in accordance with the terms of the Investment Agreement; NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Investment Agreement. Section 2. Assignment. (a) TPG hereby assigns (the "Assignment") to DLJ its right to purchase pursuant to the Investment Agreement, and DLJ hereby agrees to purchase from the Company at the Closing pursuant to and in accordance with the terms of the Investment Agreement, the following Securities (the "Assigned Securities"): (i) 35,000 shares of Series A Preferred Stock, together with Series A Warrants to purchase, subject to adjustment as set forth therein, 2,257,143 shares of Common Stock, and (ii) 15,000 shares of Series B Preferred Stock, together with Series B Warrants to purchase, subject to adjustment as set forth therein, (A) prior to the Shareholder Approval, 961 shares of Junior Preferred Stock, or (B) following the Shareholder Approval, 961,429 shares of Common Stock. (b) Each DLJ Entity acknowledges and agrees that the Assignment is made pursuant to and in accordance with the terms of the Investment Agreement, including without limitation Section 11.10(b) thereof, and is limited solely to the right to purchase the Assigned Securities. No DLJ Entity shall have any other rights of TPG under the Investment Agreement or any rights of TPG (other than rights that by their terms are available to all holders of the relevant Securities generally) under the Certificates of Designations or the Warrants, including, without limitation, general voting rights or the right to designate directors of the Company; Page 9 of 32 provided, however, that nothing contained herein shall limit any DLJ Entity's rights as a Designated Purchaser under the Investment Agreement. Section 3. Investment. (a) Each DLJ Entity has independently, and without reliance on TPG or any of TPG's Affiliates or any of their respective partners, officers, directors, members, employees, agents or representatives (collectively, the "TPG Parties"), made its own analysis and decision regarding whether to enter this Agreement and purchase the Assigned Securities. Each DLJ Entity acknowledges that no TPG Party has provided any information to any DLJ Entity, nor made any statement, representation or warranty to any DLJ Entity, with respect to the Company or the Assigned Securities. Each DLJ Entity agrees that it will, independently and without reliance on any TPG Party, continue to make its own decisions regarding the Assigned Securities, and each DLJ Entity acknowledges that its exclusive rights and remedies with respect to the Assigned Securities shall be those rights and remedies accorded a Designated Purchaser under the Investment Agreement. (b) Each DLJ Entity is acquiring the Assigned Securities for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Each DLJ Entity acknowledges that the Securities and the Warrant Shares have not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act. Section 4. Transfer Restrictions. (a) Except in connection with any sale made pursuant to Section 5 hereof, as provided in Section 4(b) hereof or pursuant to a Piggyback Registration (as such term is defined in the Registration Rights Agreement), no DLJ Entity will, without the prior written consent of TPG, during the period (the "Restricted Period") commencing on the date hereof and ending on the earlier of (i) the date (the "Anniversary Date") that is one year after the date hereof and (ii) the date on which the Shelf Registration Statement (as such term is defined in the Registration Rights Agreement) is declared effective by the Commission, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, the Assigned Securities (any of such transactions, a "Sale Transaction"); provided, however, that notwithstanding the foregoing, in the event that the Restricted Period ends on a date that is earlier than the Anniversary Date, prior to the Anniversary Date, if TPG in good faith informs DLJ that TPG or its Affiliates is actively engaged in bona fide negotiations regarding a sale of Securities, no DLJ Entity may enter into a Sale Transaction during the period commencing on the date DLJ is informed of such negotiations and ending on the earlier of (A) the date a sale is effected as a result of such negotiations, (B) the date such negotiations are terminated, (C) the Anniversary Date, and (D) 30 days from the date DLJ is informed of such negotiations. (b) Notwithstanding anything herein to the contrary, any DLJ Entity may at any time transfer any or all of its Assigned Securities to one or more of its Permitted Transferees without the consent of TPG so long as (a) such Permitted Transferee shall have agreed in a Page 10 of 32 writing delivered to TPG to be bound by the terms of this Agreement, (b) such Permitted Transferee shall have delivered a letter to the Company in the form of Exhibit I hereto, and (c) the transfer to such Permitted Transferee would not be in violation of applicable Federal or state securities laws. For purposes hereof, the term "Permitted Transferee" shall mean (i) any general or limited partner of any DLJ Entity (a "DLJ Partner"), and any corporation, partnership or other entity that is an Affiliate of any DLJ Partner or DLJ Entity (collectively, the "DLJ Affiliates"), (ii) any managing director, general partner, director, limited partner or employee of a DLJ Affiliate or the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any of such persons referred to in this clause (collectively, the "DLJ Associates"), and (iii) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only such DLJ Entity, DLJ Affiliates, DLJ Associates, their spouses or their lineal descendants. Section 5. Tag-Along Rights. (a) In the event that TPG proposes to sell or transfer for value any Securities to any Person (other than an Affiliate of TPG) which sale or transfer is proposed to be effected during the Restricted Period, TPG shall deliver a notice (the "Tag-Along Notice") to DLJ which shall include (i) the principal terms of the proposed sale insofar as it relates to the Securities, including the purchase price thereof (or formula for computing the purchase price) and the name and address of the proposed buyer, and (ii) an offer to include in such sale, at the option of DLJ, such number of Assigned Securities owned by DLJ determined in accordance with Section 5(b) hereof, on the same terms and conditions as TPG shall sell or transfer Securities in such sale. Notwithstanding anything herein to the contrary, DLJ shall have the right to include in any such sale only those series of Securities to be sold by TPG in such sale. (b) If DLJ desires to accept the offer contained in the Tag-Along Notice, DLJ shall send a written commitment (the "Commitment") to TPG specifying the number of shares or warrants, or the principal amount, as the case may be, of each series of Securities (not in any event to exceed in the aggregate, with respect to any series of Security, the total of that series of Security to be sold in such sale (subject to the proviso to Section 5(e) hereof) multiplied by a fraction, the numerator of which shall be the total number of that series of Security held by DLJ as of the Closing, and the denominator of which shall be the total number of that series of Security issued by Company at the Closing pursuant to the Investment Agreement) which DLJ desires to have included in such sale. A Commitment shall be delivered by DLJ within five (5) days after delivery of the related Tag-Along Notice; provided, however, that in the event the underlying offer to buy Securities is open or valid for a period shorter than five (5) days after delivery of the related Tag-Along Notice, the Commitment shall be delivered by DLJ within two (2) days after delivery of the related Tag-Along Notice. If DLJ does not so deliver a Commitment, DLJ shall be deemed to have waived all of its rights with respect to the sale referred to in the Tag-Along Notice, and TPG shall thereafter be free to sell Securities to the proposed buyer, at a price no greater than the purchase price (or price determined pursuant to the formula) set forth in the Tag-Along Notice and otherwise on terms substantially no more favorable (considered as a whole) than as set forth in the Tag-Along Notice, without any further obligation to DLJ. Page 11 of 32 (c) The acceptance by DLJ of any offer set forth in a Tag-Along Notice shall be irrevocable except as hereinafter expressly provided, and DLJ shall be bound and obligated to sell in the sale referred to in such Tag-Along Notice such number of Assigned Securities as DLJ shall have specified in the related Commitment. (d) If at the end of the sixtieth (60th) day following the date of the effectiveness of a Tag-Along Notice TPG has not completed the sale referred to therein, DLJ shall be released from its obligations under the related Commitment, the Tag-Along Notice shall be null and void, and it shall be necessary for a separate Tag-Along Notice to be furnished, and the terms and provisions of this Section 5 separately complied with, in order to consummate such sale pursuant to this Section 5. (e) Notwithstanding anything in the foregoing provisions to the contrary, except in connection with a Market Transaction, TPG shall not be obligated to deliver a Tag-Along Notice, and DLJ shall not have any right to include Securities in any sale by TPG, until such time as TPG and its Affiliates shall own less than $180,000,000 (one hundred eighty million dollars) worth of Securities (valued at the prices paid for such Securities at the Closing pursuant to the Investment Agreement) in the aggregate (the "Threshold Amount"); provided, however, that in the event that TPG and its Affiliates' aggregate ownership would fall below the Threshold Amount pursuant to any sale, TPG shall be required to deliver a Tag-Along Notice and DLJ shall have the right to participate in such sale to the extent, but only to the extent, that TPG and its Affiliates' aggregate ownership falls below the Threshold Amount pursuant to such sale. For purposes of this Section 5(e), the term "Market Transaction" shall mean any sale of Securities by TPG or its Affiliates pursuant to an offer to sell Securities that is made by TPG or its Affiliates through an underwriter, placement agent or similar intermediary. Section 6. Agency. Each DLJ Entity hereby appoints TPG and authorizes TPG to act as such DLJ Entity's sole and exclusive agent with respect to the administration of the indemnification provisions set forth in Section 11.05 of the Investment Agreement; provided, however, no TPG Party shall have any responsibility or liability to any DLJ Entity with respect any action taken or omitted to be taken by such TPG Party in connection with this Section 6, absent gross negligence or willful misconduct on the part of such TPG Party. Section 7. Confidentiality. Except as required by Law, no DLJ Entity nor any of its Affiliates will, without the prior written consent of TPG, which consent shall not be unreasonably withheld or delayed, make any public announcement or issue any press release with respect to the transactions contemplated by this Agreement or the Investment Agreement. Prior to making any public disclosure required by applicable Law, the DLJ Entity making such disclosure shall consult with TPG, to the extent feasible, as to the content and timing of such public announcement or press release. Section 8. Delivery of Letter. Each DLJ Entity agrees that at or prior to the Closing it will execute and deliver to the Company the letter attached as Exhibit I hereto. Section 9. No Assignment. Neither this Agreement nor any rights hereunder shall be assignable by any party hereto without the prior written consent of the other party hereto. Page 12 of 32 Section 10. Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement. Any provision of this Agreement may be amended, modified or supplemented in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement. Section 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document. Section 12. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed in that State without reference to its conflict of laws rules. Section 13. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered personally, by telecopier or sent by first class mail, postage prepaid, as follows: (a) If to TPG, to: TPG OXFORD LLC 201 Main Street Suite 2420 Fort Worth, Texas 76102 Attention: Jonathan J. Coslet With a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 Attention: Paul J. Shim, Esq. Facsimile: 212-225-3999 (b) If to a DLJ Entity, to: DLJ 277 Park Avenue New York, New York 10172 Attention: Ivy Dodes/Nicole Arnaboldi Facsimile: 212-892-7272 Page 13 of 32 Section 14. Termination. This Agreement shall be terminated and shall be of no further force or effect if the Investment Agreement is validly terminated in accordance with Section 10.01 thereof, except for Sections 7 and 12 hereof which shall survive any termination of this Agreement. Section 15. Other Assignments. In the event that TPG shall assign any rights to purchase Securities under the Investment Agreement to a Designated Purchaser (other than any DLJ Entity or Permitted Transferees or Affiliates of any DLJ Entity) which assignment contains terms and provisions in respect of the matters set forth in Section 4 or 5 hereof which are materially more favorable to the Designated Purchaser than those set forth in Section 4 or 5 hereof, respectively, then this agreement shall be deemed amended without any further action by the parties hereto in order to include such more favorable terms and provisions. Section 16. Joint and Several Obligations. The obligations of the DLJ Entities hereunder shall be joint and several obligations of such entities. Page 14 of 32 IN WITNESS WHEREOF, this Assignment Agreement has been executed on behalf of the parties hereto by their respective duly authorized officers, all as of the date first above written. TPG OXFORD LLC By /s/ James J. O'Brien -------------------------- Name: James J. O'Brien Title: Vice President DLJ ENTITIES: DLJMB FUNDING II, INC. /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary DLJ MERCHANT BANKING PARTNERS II, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary DLJ MERCHANT BANKING PARTNERS II- A, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary 7 Page 15 of 32 DLJ DIVERSIFIED PARTNERS, L.P. By: DLJ Diversified Partners, L.P. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary DLJ DIVERSIFIED PARTNERS-A, L.P. By: DLJ Diversified Partners, L.P. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary DLJ MILLENIUM PARTNERS, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary DLJ MILLENIUM PARTNERS-A, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary 8 Page 16 of 32 DLJ FIRST ESC L.P. By: DLJ LBO Plans Management Corporation General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary DLJ OFFSHORE PARTNERS II, C.V. By: DLJ Merchants Banking II, Inc. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary DLJ EAB PARTNERS, L.P. By: DLJ LBO Plans Management Corporation General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary By: UK Investment Plan 1997 Partners, Inc. Managing General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary 9 Page 17 of 32 DLJ ESC II L.P. By: DLJ LBO Plans Management Corporation General Partner /s/ Marjorie S. White -------------------------- Name: Marjorie S. White Title: Secretary 10 Page 18 of 32 DLJ CAPITAL CORPATION /s/ Art Zuckerman -------------------------- Name: Art Zuckerman Title: Vice President SPROUT GROWTH II, L.P. By: DLJ Capital Corporation Managing General Partner /s/ Art Zuckerman -------------------------- Name: Art Zuckerman Title: Vice President THE SPROUT CEO FUND, L.P. By: DLJ Capital Corporation General Partner /s/ Art Zuckerman -------------------------- Name: Art Zuckerman Title: Vice President SPROUT CAPITAL VIII, L.P. By: DLJ Capital Corporation Managing General Partner /s/ Art Zuckerman -------------------------- Name: Art Zuckerman Title: Vice President 11 Page 19 of 32 Exhibit I [DLJ Entity] c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 _________, 1998 Oxford Health Plans, Inc. 800 Connecticut Avenue Norwalk, Connecticut 06854 Ladies and Gentlemen: Reference is hereby made to the Investment Agreement, dated as of February 23, 1998 (the "Investment Agreement"), between TPG Oxford LLC ("TPG") and Oxford Health Plans, Inc. (the "Company"), and the Assignment Agreement, dated as of April __, 1998 (the "Assignment Agreement"), between TPG and [DLJ Entity] ("DLJ Entity"). Capitalized terms used but not defined herein shall have the meanings set forth in the Investment Agreement or the Assignment Agreement, as the case may be. In connection with the assignment contemplated by the Assignment Agreement, DLJ hereby represents and warrants to, and agrees with, the Company, as follows: (i) DLJ Entity is acquiring the Assigned Securities for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. DLJ Entity acknowledges that the Assigned Securities and the Warrant Shares have not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act; (ii) DLJ Entity agrees to comply with the provisions of Section 8.06 of the Investment Agreement as if it were the Investor thereunder; and (iii) Pursuant to the Assignment Agreement, DLJ Entity has appointed TPG as its exclusive agent for the purpose of administering the indemnification provisions set forth in Section 11.05 of the Investment Agreement. Very truly yours, [DLJ Entity] By -------------------------- Name: Title: Page 20 of 32 EX-99.10 3 Exhibit 10 ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT (the "Agreement"), dated as of April 28, 1998, by and between TPG Oxford LLC, a Delaware limited liability company ("TPG"), and Oxford Acquisition Corp. ("Bear"). W I T N E S S E T H: WHEREAS, pursuant to the Investment Agreement, dated as of February 23, 1998 (the "Investment Agreement"), between TPG and Oxford Health Plans, Inc. (the "Company"), TPG has the right to purchase the Securities in accordance with the terms of the Investment Agreement; WHEREAS, Bear desires to purchase from the Company certain of the Securities as a Designated Purchaser in accordance with the terms of the Investment Agreement; and WHEREAS, TPG desires to assign to Bear its right to purchase certain of the Securities from the Company in accordance with the terms of the Investment Agreement; NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Investment Agreement. Section 2. Assignment. (a) TPG hereby assigns (the "Assignment") to Bear its right to purchase pursuant to the Investment Agreement, and Bear hereby agrees to purchase from the Company at the Closing pursuant to and in accordance with the terms of the Investment Agreement, the following Securities (the "Assigned Securities"): (i) 3,500 shares of Series A Preferred Stock, together with Series A Warrants to purchase, subject to adjustment as set forth therein, 225,714 shares of Common Stock, and (ii) 1,500 shares of Series B Preferred Stock, together with Series B Warrants to purchase, subject to adjustment as set forth therein, (A) prior to the Shareholder Approval, 96 shares of Junior Preferred Stock, or (B) following the Shareholder Approval, 96,142 shares of Common Stock. (b) Bear acknowledges and agrees that the Assignment is made pursuant to and in accordance with the terms of the Investment Agreement, including without limitation Section 11.10(b) thereof, and is limited solely to the right to purchase the Assigned Securities. Bear shall have no other rights of TPG under the Investment Agreement or any rights of TPG (other than rights that by their terms are available to all holders of the relevant Securities generally) under the Certificates of Designations or the Warrants, including, without limitation, general voting rights or the right to designate directors of the Company; provided, however, that nothing Page 21 of 32 contained herein shall limit Bear's rights as a Designated Purchaser under the Investment Agreement. Section 3. Investment. (a) Bear has independently, and without reliance on TPG or any of TPG's Affiliates or any of their respective partners, officers, directors, members, employees, agents or representatives (collectively, the "TPG Parties"), made its own analysis and decision regarding whether to enter this Agreement and purchase the Assigned Securities. Bear acknowledges that no TPG Party has provided any information to Bear, nor made any statement, representation or warranty to Bear, with respect to the Company or the Assigned Securities. Bear agrees that it will, independently and without reliance on any TPG Party, continue to make its own decisions regarding the Assigned Securities, and Bear acknowledges that its exclusive rights and remedies with respect to the Assigned Securities shall be those rights and remedies accorded a Designated Purchaser under the Investment Agreement. (b) Bear is acquiring the Assigned Securities for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Bear acknowledges that the Securities and the Warrant Shares have not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act. Section 4. Transfer Restrictions. (a) Neither Bear nor any of its Affiliates will, without the prior written consent of TPG, during the period commencing on the date hereof and ending on the date that is one year after the date hereof, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, the Assigned Securities. Section 5. Agency. Bear hereby appoints TPG and authorizes TPG to act as Bear's sole and exclusive agent with respect to the administration of the indemnification provisions set forth in Section 11.05 of the Investment Agreement; provided, however, no TPG Party shall have any responsibility or liability to Bear with respect any action taken or omitted to be taken by such TPG Party in connection with this Section 5, absent gross negligence or willful misconduct on the part of such TPG Party. Section 6. Confidentiality. Except as required by Law, neither Bear nor any of its Affiliates will, without the prior written consent of TPG, which consent shall not be unreasonably withheld or delayed, make any public announcement or issue any press release with respect to the transactions contemplated by this Agreement or the Investment Agreement. Prior to making any public disclosure required by applicable Law, Bear shall consult with TPG, to the extent feasible, as to the content and timing of such public announcement or press release. Section 7. Delivery of Letter. Bear agrees that at or prior to the Closing it will execute and deliver to the Company the letter attached as Exhibit I hereto. 2 Page 22 of 32 Section 8. No Assignment. Neither this Agreement nor any rights hereunder shall be assignable by any party hereto without the prior written consent of the other party hereto. Section 9. Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement. Any provision of this Agreement may be amended, modified or supplemented in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement. Section 10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document. Section 11. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed in that State without reference to its conflict of laws rules. 3 Page 23 of 32 IN WITNESS WHEREOF, this Assignment Agreement has been executed on behalf of the parties hereto by their respective duly authorized officers, all as of the date first above written. TPG OXFORD LLC By /s/ James J. O'Brien ----------------------- Name: James J. O'Brien Title: Vice President OXFORD ACQUISITION CORP. By /s/ John D. Howard ----------------------- Name: John D. Howard Title: Executive Vice President 4 Page 24 of 32 Exhibit I Oxford Acquisition Corp. _________, 1998 Oxford Health Plans, Inc. 800 Connecticut Avenue Norwalk, Connecticut 06854 Ladies and Gentlemen: Reference is hereby made to the Investment Agreement, dated as of February 23, 1998 (the "Investment Agreement"), between TPG Oxford LLC ("TPG") and Oxford Health Plans, Inc. (the "Company"), and the Assignment Agreement, dated as of April __, 1998 (the "Assignment Agreement"), between TPG and Oxford Acquisition Corp. ("Bear"). Capitalized terms used but not defined herein shall have the meanings set forth in the Investment Agreement or the Assignment Agreement, as the case may be. In connection with the assignment contemplated by the Assignment Agreement, Bear hereby represents and warrants to, and agrees with, the Company, as follows: (i) Bear is acquiring the Assigned Securities for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Bear acknowledges that the Assigned Securities and the Warrant Shares have not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act; (ii) Bear agrees to comply with the provisions of Section 8.06 of the Investment Agreement as if it were the Investor thereunder; and (iii) Pursuant to the Assignment Agreement, Bear has appointed TPG as its exclusive agent for the purpose of administering the indemnification provisions set forth in Section 11.05 of the Investment Agreement. Very truly yours, Oxford Acquisition Corp. By ----------------------------- Name: Title: Page 25 of 32 EX-99.11 4 Exhibit 11 ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT (the "Agreement"), dated as of April 28, 1998, by and between TPG Oxford LLC, a Delaware limited liability company ("TPG"), and Chase Equity Associates, L.P., a California limited partnership ("Chase"). W I T N E S S E T H: WHEREAS, pursuant to the Investment Agreement, dated as of February 23, 1998 (the "Investment Agreement"), between TPG and Oxford Health Plans, Inc. (the "Company"), TPG has the right to purchase the Securities in accordance with the terms of the Investment Agreement; WHEREAS, Chase desires to purchase from the Company certain of the Securities as a Designated Purchaser in accordance with the terms of the Investment Agreement; and WHEREAS, TPG desires to assign to Chase its right to purchase certain of the Securities from the Company in accordance with the terms of the Investment Agreement; NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Investment Agreement. Section 2. Assignment. (a) TPG hereby assigns (the "Assignment") to Chase its right to purchase pursuant to the Investment Agreement, and Chase hereby agrees to purchase from the Company at the Closing pursuant to and in accordance with the terms of the Investment Agreement, the following Securities (the "Assigned Securities"): (i) 10,500 shares of Series A Preferred Stock, together with Series A Warrants to purchase, subject to adjustment as set forth therein, 677,142 shares of Common Stock, and (ii) 4,500 shares of Series B Preferred Stock, together with Series B Warrants to purchase, subject to adjustment as set forth therein, (A) prior to the Shareholder Approval, 288.428 shares of Junior Preferred Stock, or (B) following the Shareholder Approval, 288,428 shares of Common Stock. (b) Chase acknowledges and agrees that the Assignment is made pursuant to and in accordance with the terms of the Investment Agreement, including without limitation Section 11.10(b) thereof, and is limited solely to the right to purchase the Assigned Securities. Chase shall have no other rights of TPG under the Investment Agreement or any rights of TPG (other than rights that by their terms are available to all holders of the relevant Securities generally) under the Certificates of Designations or the Warrants; provided, however, that nothing Page 26 of 32 contained herein shall limit Chase's rights as a Designated Purchaser under the Investment Agreement. Section 3. Investment. (a) Chase has independently, and without reliance on TPG or any of TPG's Affiliates or any of their respective partners, officers, directors, members, employees, agents or representatives (collectively, the "TPG Parties"), made its own analysis and decision regarding whether to enter this Agreement and purchase the Assigned Securities. Chase acknowledges that no TPG Party has provided any information to Chase, nor made any statement, representation or warranty to Chase, with respect to the Company or the Assigned Securities. Chase agrees that it will, independently and without reliance on any TPG Party, continue to make its own decisions regarding the Assigned Securities, and Chase acknowledges that its exclusive rights and remedies with respect to the Assigned Securities shall be those rights and remedies accorded a Designated Purchaser under the Investment Agreement and those rights and remedies accorded holders of securities generally in the other agreements and documents contemplated by the Investment Agreement. (b) Chase is acquiring the Assigned Securities for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Chase acknowledges that the Securities and the Warrant Shares have not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act. Section 4. Transfer Restrictions. (a) Except pursuant to Section 5 hereof, neither Chase nor any of its Affiliates will, without the prior written consent of TPG, during the period commencing on the date hereof and ending on the date that is one year after the date hereof, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, the Assigned Securities; provided, however, that Chase may sell or transfer all or any part of the Assigned Securities to any of its Affiliates, if prior to such sale or transfer such Affiliate (i) agrees in writing to be bound by the terms hereof and (ii) delivers a letter to the Company in the form of Exhibit I hereto. Section 5. Tag-Along Rights. (a) In the event that TPG proposes to sell or transfer for value any Securities to any Person (other than an Affiliate of TPG) which sale or transfer is proposed to be effected during the Restricted Period, TPG shall deliver a notice (the "Tag-Along Notice") to Chase which shall include (i) the principal terms of the proposed sale insofar as it relates to the Securities, including the purchase price thereof (or formula for computing the purchase price) and the name and address of the proposed buyer, and (ii) an offer to include in such sale, at the option of Chase, such number of Assigned Securities owned by Chase determined in accordance with Section 5(b) hereof, on the same terms and conditions as TPG shall sell or transfer Securities in such sale. Notwithstanding anything herein to the contrary, Chase shall have the right to include in any such sale only those series of Securities to be sold by TPG in such sale. 2 Page 27 of 32 (b) If Chase desires to accept the offer contained in the Tag-Along Notice, Chase shall send a written commitment (the "Commitment") to TPG specifying the number of shares or warrants, or the principal amount, as the case may be, of each series of Securities (not in any event to exceed in the aggregate, with respect to any series of Security, the total of that series of Security to be sold in such sale (subject to the proviso to Section 5(e) hereof) multiplied by a fraction, the numerator of which shall be the total number of that series of Security held by Chase as of the Closing, and the denominator of which shall be the total number of that series of Security issued by Company at the Closing pursuant to the Investment Agreement) which Chase desires to have included in such sale. A Commitment shall be delivered by Chase within five (5) days after delivery of the related Tag-Along Notice. If Chase does not so deliver a Commitment, Chase shall be deemed to have waived all of its rights with respect to the sale referred to in the Tag-Along Notice, and TPG shall thereafter be free to sell Securities to the proposed buyer, at a price no greater than the purchase price (or price determined pursuant to the formula) set forth in the Tag-Along Notice and otherwise on terms substantially no more favorable (considered as a whole) than as set forth in the Tag-Along Notice, without any further obligation to Chase. (c) The acceptance by Chase of any offer set forth in a Tag-Along Notice shall be irrevocable except as hereinafter expressly provided, and Chase shall be bound and obligated to sell in the sale referred to in such Tag-Along Notice such number of Assigned Securities as Chase shall have specified in the related Commitment. (d) If at the end of the sixtieth (60th) day following the date of the effectiveness of a Tag-Along Notice TPG has not completed the sale referred to therein, Chase shall be released from its obligations under the related Commitment, the Tag-Along Notice shall be null and void, and it shall be necessary for a separate Tag-Along Notice to be furnished, and the terms and provisions of this Section 5 separately complied with, in order to consummate such sale pursuant to this Section 5. (e) Notwithstanding anything in the foregoing provisions to the contrary, TPG shall not be obligated to deliver a Tag-Along Notice, and Chase shall not have any right to include Securities in any sale by TPG, until such time as TPG and its Affiliates shall own less than $180,000,000 (one hundred eighty million dollars) worth of Securities (valued at the prices paid for such Securities at the Closing pursuant to the Investment Agreement) in the aggregate (the "Threshold Amount"); provided, however, that in the event that TPG and its Affiliates' aggregate ownership would fall below the Threshold Amount pursuant to any sale, TPG shall be required to deliver a Tag-Along Notice and Chase shall have the right to participate in such sale to the extent, but only to the extent, that TPG and its Affiliates' aggregate ownership falls below the Threshold Amount pursuant to such sale. Section 6. Agency. Chase hereby appoints TPG and authorizes TPG to act as Chase's sole and exclusive agent with respect to the administration of the indemnification provisions set forth in Section 11.05 of the Investment Agreement; provided, however, no TPG Party shall have any responsibility or liability to Chase with respect to any action taken or omitted to be taken by such TPG Party in connection with this Section 6, absent gross negligence or willful misconduct on the part of such TPG Party. 3 Page 28 of 32 Section 7. Confidentiality. Except as required by Law, neither Chase nor any of its Affiliates will, without the prior written consent of TPG, which consent shall not be unreasonably withheld or delayed, make any public announcement or issue any press release with respect to the transactions contemplated by this Agreement or the Investment Agreement. Prior to making any public disclosure required by applicable Law, Chase shall consult with TPG, to the extent feasible, as to the content and timing of such public announcement or press release. Section 8. Delivery of Letter. Chase agrees that at or prior to the Closing it will execute and deliver to the Company the letter attached as Exhibit I hereto. Section 9. No Assignment. Neither this Agreement nor any rights hereunder shall be assignable by any party hereto without the prior written consent of the other party hereto. Section 10. Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto with respect to the transactions contemplated by this Agreement. Any provision of this Agreement may be amended, modified or supplemented in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement. Section 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document. Section 12. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed in that State without reference to its conflict of laws rules. Section 13. Termination. This Agreement shall be terminated and shall be of no further force or effect if the Investment Agreement is validly terminated in accordance with Section 10.01 thereof, except for Sections 7 and 12 hereof which shall survive any termination of this Agreement. 4 Page 29 of 32 IN WITNESS WHEREOF, this Assignment Agreement has been executed on behalf of the parties hereto by their respective duly authorized officers, all as of the date first above written. TPG OXFORD LLC By /s/ James J. O'Brien --------------------- Name: James J. O'Brien Title: Vice Presidient CHASE EQUITY ASSOCIATES, L.P. By: Chase Capital Partners Its General Partner By /s/ Mitchell J. Bluh --------------------- Name: Mitchell J. Bluh Title: Executive Partner 5 Page 30 of 32 Exhibit I CHASE EQUITY ASSOCIATES, L.P. 380 Madison Avenue New York, NY 10017 May 13, 1998 Oxford Health Plans, Inc. 800 Connecticut Avenue Norwalk, Connecticut 06854 Ladies and Gentlemen: Reference is hereby made to the Investment Agreement, dated as of February 23, 1998 (the "Investment Agreement"), between TPG Oxford LLC ("TPG") and Oxford Health Plans, Inc. (the "Company"), and the Assignment Agreement, dated as of April 28, 1998 (the "Assignment Agreement"), between TPG and Chase Equity Associates, L.P. ("Chase"). Capitalized terms used but not defined herein shall have the meanings set forth in the Investment Agreement or the Assignment Agreement, as the case may be. In connection with the assignment contemplated by the Assignment Agreement, Chase hereby represents and warrants to, and agrees with, the Company, as follows: (i) Chase is acquiring the Assigned Securities for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Chase acknowledges that the Assigned Securities and the Warrant Shares have not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act; (ii) Chase agrees to comply with the provisions of Section 8.06 of the Investment Agreement as if it were the Investor thereunder; and Page 31 of 32 (iii) Pursuant to the Assignment Agreement, Chase has appointed TPG as its exclusive agent for the purpose of administering the indemnification provisions set forth in Section 11.05 of the Investment Agreement. Very truly yours, CHASE EQUITY ASSOCIATES, L.P. By: Chase Capital Partners Its General Partner By --------------------------- Name: Title: Page 32 of 32 -----END PRIVACY-ENHANCED MESSAGE-----