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Biotech / Medical : Oxford Health Plan (OXHP) -- Ignore unavailable to you. Want to Upgrade?

To: Premier who wrote (1109)	2/24/1998 3:06:00 PM
From: Sam	Read Replies (1) \| Respond to of 2068

Texas Pacific's terms of endearment, according to Yahoo: "Under the terms of the definitive agreement, Texas Pacific will purchase $350 million in preferred stock issued as Series A and Series B with dividend rates of 8% and 9% respectively. The preferred shares also come with warrants to acquire 22.5 million shares of Oxford common stock with a strike price of $17.75. This price represents a 5% premium over the average trading price of Oxford shares for 30 trading days ended February 20, 1998. The strike price is to become 115% of the average trading price of Oxford common stock for the 20 trading days following the filing of the Company's annual report on Form 10-K for the year ending December 31, 1998, if such adjustment would reduce the strike price. (My note: wish I could get some of the convertible, too!) The Series A Preferred Stock will carry a dividend of 8% and will be issued with warrants to purchase 15,800,000 shares of common stock, or 19.9% of the present outstanding voting power of Oxford's common stock. The Series A Preferred Stock will have 16.6% of the combined voting power of Oxford's outstanding common stock and the Series A shares. The Series B Preferred Stock, which will be issued with warrants to purchase non-voting junior participating preferred stock, is non-voting and will carry a dividend of 9%. The Series B Preferred Stock will become voting, the dividend rate will decrease to 8% and the related warrants will be exercisable for 6,730,000 shares of common stock at such time as Oxford's shareholders approve the increase in voting rights of Texas Pacific to 22.1%. The equity financing is subject to various conditions, which include regulatory approvals, completion of the debt financing and expiration of the requisite waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Closing is not subject to shareholder approval."