<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
MEDPARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
---------------------
<TABLE>
<S> <C> <C>
DELAWARE 8099 63-1151076
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
---------------------
3000 GALLERIA TOWER, SUITE 1000, BIRMINGHAM, ALABAMA 35244-2331
(205) 733-8996
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrant's Principal Executive Offices)
J. BROOKE JOHNSTON, JR., ESQ.
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
MEDPARTNERS, INC.
3000 GALLERIA TOWER, SUITE 1000
BIRMINGHAM, ALABAMA 35244-2331
(205) 733-8996
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
COPIES TO:
<TABLE>
<C> <C>
FREDERICK W. KANNER, ESQ. ROBERT E. LEE GARNER, ESQ.
DEWEY BALLANTINE F. HAMPTON MCFADDEN, JR., ESQ.
1301 AVENUE OF THE AMERICAS HASKELL SLAUGHTER & YOUNG, L.L.C.
NEW YORK, NEW YORK 10019-6092 1200 AMSOUTH/HARBERT PLAZA
(212) 259-7300 1901 SIXTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 251-1000
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering [X]: 333-30923
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER NOTE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
% Senior Subordinated Notes due
2000................................. $17,500,000 100% $17,500,000 $5,304(1)
===========================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457 of the Securities Act of 1933.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)") to register an additional
$17,500,000 aggregate principal amount of the % Senior Subordinated Notes due
2000 of MedPartners, Inc., and includes the registration statement facing page,
this page, the signature page, an exhibit index, an accountants' consent, an
Exhibit 5 legal opinion and a Statement of Eligibility of Trustee. Pursuant to
Rule 462(b), the contents of the registration statement on Form S-3 (File No.
333-30923) of MedPartners, Inc., including the exhibits thereto, are
incorporated by reference into this registration statement.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama on September 15, 1997.
MEDPARTNERS, INC.
By: /s/ HAROLD O. KNIGHT, JR.
------------------------------------
Harold O. Knight, Jr.
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
* Chairman of the Board and September 15, 1997
- ----------------------------------------------------- Chief Executive Officer
Larry R. House and Director
/s/ HAROLD O. KNIGHT, JR. Executive Vice President and September 15, 1997
- ----------------------------------------------------- Chief Financial Officer
Harold O. Knight, Jr. (Principal Financial and
Accounting Officer)
* Director September 15, 1997
- -----------------------------------------------------
Richard M. Scrushy
* Director September 15, 1997
- -----------------------------------------------------
Larry D. Striplin, Jr.
* Director September 15, 1997
- -----------------------------------------------------
Charles W. Newhall, III
* Director September 15, 1997
- -----------------------------------------------------
Ted H. McCourtney
* Director September 15, 1997
- -----------------------------------------------------
Walter T. Mullikin, M.D.
* Director September 15, 1997
- -----------------------------------------------------
John S. McDonald, J.D.
* Director September 15, 1997
- -----------------------------------------------------
Rosalio J. Lopez, M.D.
</TABLE>
II-4
<PAGE> 4
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<C> <S> <C>
* Director September 15, 1997
- -----------------------------------------------------
C.A. Lance Picolo
* Director September 15, 1997
- -----------------------------------------------------
Roger L. Headrick
* Director September 15, 1997
- -----------------------------------------------------
Harry M. Jansen Kraemer, Jr.
*By: /s/ HAROLD O. KNIGHT, JR.
------------------------------------------------
Harold O. Knight, Jr.
As Attorney-in-Fact
</TABLE>
II-5
<PAGE> 5
Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ------------
<S> <C> <C>
(5) Opinion of Haskell Slaughter & Young L.L.P. as to the
legality of the Notes
(23)-1 Consent of Ernst & Young LLP
(23)-2 Consent of Haskell Slaughter & Young L.L.P. (included in the
opinion filed as Exhibit (5)).
24 Powers of Attorney herein filed as Exhibit 24 to the Company's
Registration Statement (Registration No. 333-30923), are
incorporated herein reference.
(25) Statement of Eligibility of Trustee
</TABLE>
<PAGE> 1
EXHIBIT 5
[HASKELL SLAUGHTER & YOUNG, L.L.C. LETTERHEAD]
September 15, 1997
MedPartners, Inc.
3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244
MedPartners, Inc.
Re: Registration Statement on Form S-3
Our File No.: 48367-073
Gentlemen:
We have served as counsel for MedPartners, Inc., a Delaware corporation
(the "Company" or "MedPartners"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to the Company's Registration
Statement on Form S-3, filed with the Securities and Exchange Commission on
September 15, 1997 (the "Registration Statement"), of $17,500,000 principal
amount of its _____% Senior Notes due 2000 (the "Notes"). This Registration
Statement has been filed pursuant to Rule 462(b) and incorporates the contents
of the Company's Registration Statement on Form S-3 (File No. 333-30923). This
opinion is furnished to you pursuant to the requirements of Form S-3.
In connection with this opinion, we have examined and are familiar with
originals or copies (certified or otherwise identified to our satisfaction) of
such documents, corporate records and other instruments relating to the
formation of the Company and to the authorization and issuance of the Notes as
we have deemed necessary and appropriate.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, it is our opinion that:
1. The Notes have been duly authorized; and
<PAGE> 2
2. Upon issuance, sale and delivery of the Notes as contemplated by the
Registration Statement, the Notes will be legally issued, fully paid and
nonassessable and will constitute the valid and binding obligations of the
Company.
We do hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus which forms a part of the Registration Statement, and
to the filing of this opinion as an Exhibit thereto.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By:/s/ Robert E. Lee Garner
--------------------------------
Robert E. Lee Garner
<PAGE> 1
EXHIBIT (23)-1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement,
filed pursuant to Rule 462(b) under the Securities Act of 1933 to register an
additional $17,500,000 aggregate principal amount of the Senior Subordinated
Notes due 2000, of MedPartners, Inc. and in the related Prospectus of our
report dated August 25, 1997 with respect to the consolidated financial
statements of MedPartners, Inc., included in its Current Report on Form 8-K
dated August 27, 1997 and filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
September 15, 1997
Birmingham, Alabama
<PAGE> 1
EXHIBIT 25
Securities Act of 1933 File No.
--------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
---------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
---------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305 (b)(2) [ ]
---------
PNC Bank, Kentucky, Inc.
------------------------
(Exact name of trustee as specified in its charter)
Commonwealth of Kentucky 61-0191580
- -------------------------------- -------------------
(State of Incorporation If Not a (I.R.S. Employer
National Bank) Identification No.)
500 W. Jefferson Street
Louisville, Kentucky 40202
- ---------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
---------
Martha A. Ziskind
Vice President
PNC Bank, Kentucky, Inc.
500 W. Jefferson Street
Louisville, Kentucky 40202
(502) 581-3231
(Name, address, and telephone number of agent for service)
---------
MEDPARTNERS, INC.
-----------------
(Exact Name of Obligor as Specified in its Charter)
<PAGE> 2
Delaware 58-2142899
- ------------------------ ----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
3000 Gallaria Tower, Suite 1000, Birmingham, Alabama 35244
- ------------------------------------------------------ -------
(Address of Principal Executive Offices) (Zip Code)
$70,000,000 Senior Subordinated Notes due 2000
----------------------------------------------
(Title of the Indenture Securities)
1. General information. Furnish the following information as
Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Federal Reserve Bank of St. Louis
411 Locust Street, P. O. Box 442
St. Louis, Mo 63266
Department of Financial Institutions
Commonwealth of Kentucky
477 Versailles Road
Frankfort, Ky 40601
(b) Whether it is authorized to exercise corporate trust
powers.
The Trustee is authorized to exercise corporate
trust powers.
2. Affiliations with obligor. If the obligor is an affiliate of
the Trustee, describe each such affiliation.
Not applicable.
3. Voting Securities of the trustee. Furnish the following
information as to each class of voting securities of the
trustee.
<PAGE> 3
As of September 15, 1997
<TABLE>
<CAPTION>
Col. A Col. B
- ---------------- --------------------
(Title of Class) (Amount Outstanding)
- ---------------- --------------------
<S> <C>
PNC Bank, Kentucky, Inc.
Common Stock, par value $30 per share 2,000,000 shares
PNC Bank Corp.
Common Stock, par value $5 per share 322,038,350 shares
</TABLE>
4. Trusteeships under other indentures. If the trustee is a trustee under
another indenture under which any other securities, or certificates of interest
or participation in any other securities, of the obligor are outstanding,
furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Not applicable.
(b) A brief statement of the facts relied upon as a basis for the claim that no
conflicting interest within the meaning of Section 310(b)(1) of the Act arises
as a result of the trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as compared with the
securities issued under other such other indenture.
Not applicable.
5. Interlocking directorates and similar relationships with the obligor or
underwriters. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor, identify
each such person having any such connection and state the nature of each such
connection.
Not applicable.
6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner and executive
officer of the obligor:
<PAGE> 4
As of September 15, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Percentage of
Voting Securities
Represented by
Amount Owned Amount Given
Name of Owner Title of Class Beneficially in Column C
------------- -------------- ------------ -----------------
<S> <C> <C> <C>
Not applicable.
</TABLE>
7. Voting securities of the trustee owned by underwriter or their officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, executive officer of each such underwriter:
As of September 15, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Percentage of
Voting Securities
Represented by
Amount Owned Amount Given
Name of Owner Title of Class Beneficially in Column C
------------- -------------- ------------ ---------------
<S> <C> <C> <C>
Not applicable.
</TABLE>
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations
in default by the trustee.
As of September 15, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Amount Owned
Beneficially
Whether the of Held as Percentage of
Securities are Collateral Voting Securities
Voting or Security for Represented by
Nonvoting Obligations in Amount Given
Title of Class Securities Default in Column C
-------------- -------------- --------------- -----------------
<S> <C> <C> <C>
Not applicable.
</TABLE>
<PAGE> 5
9. Securities of the underwriters owned or held by the trustee. If the trustee
owns beneficially of holds as collateral security for obligations in default
any securities of an underwriter for the obligor, furnish the following
information as to each class of securities of such underwriter any of which are
so owned or held by the trustee:
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Amount Owned
Beneficially
of Held as Percentage of
Collateral Voting Securities
Title of Issuer Security for Represented by
or Amount Obligations in Amount Given
Title of Class Outstanding Default in Column C
--------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Not applicable.
</TABLE>
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor. If the trustee owns beneficially
or holds collateral security for obligations in default voting securities of a
person who, to the knowledge of the trustee (1) owns 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a subsidiary, of
the obligor, furnish the following information as to the voting securities of
such person:
<PAGE> 6
As of September 15, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Amount Owned
Beneficially
of Held as Percentage of
Collateral Voting Securities
Title of Issuer Security for Represented by
or Amount Obligations in Amount Given
Title of Class Outstanding Default in Column C
--------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Not applicable.
</TABLE>
11. Ownership or holdings by the trustee of any securities of a person owning
50 percent or more of the voting securities of the obligor. If the trustee owns
beneficially or holds as collateral security for obligations in default any
securities of a person who, to the knowledge of the trustee, owns 50 percent or
more of the voting securities of the obligor, furnish the following information
as to each class of securities of such person any of which are so owned or held
by the trustee:
As of September 15, 1997
<TABLE>
<CAPTION>
Column A Column B Column C Column D
Amount Owned
Beneficially
of Held as Percentage of
Collateral Voting Securities
Title of Issuer Security for Represented by
or Amount Obligations in Amount Given
Title of Class Outstanding Default in Column C
--------------- -------------- -------------- -----------------
<S> <C> <C> <C>
Not applicable.
</TABLE>
<PAGE> 7
12. Indebtedness of the obligor to the trustee. Except as noted
in the instructions, if the obligor is indebted to the trustee,
furnish the following information:
As of September 15, 1997
<TABLE>
<CAPTION>
Column A Column B Column C
Nature of Amount
Indebtedness Outstanding Due Date
------------ ----------- --------
<S> <C> <C>
Revolving Credit
Facility $1,000,000 9/5/2001
</TABLE>
13. Defaults by the obligor.
(a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the nature of any
such default.
None.
(b) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is the trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
Not applicable.
14. Affiliation with the Underwriters. If any underwriter is an
affiliate of the trustee, describe each such affiliation.
Not applicable.
15. Foreign Trustee. Identify the order or rule pursuant to
which the foreign trustee is authorized to act as sole trustee
under indentures qualified or to be qualified under the Act.
Not applicable.
16. List of Exhibits. List below all exhibits filed as part of
<PAGE> 8
this statement of eligibility.
1. A copy of the Articles of Incorporation of the Trustee
now in effect is hereby incorporated by reference to
Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 22-23572, dated as of February
24, 1993.
2. Certificate of authority of the Trustee to commence
business, contained in the Articles of Incorporation is
hereby incorporated by reference to Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration
Statement No. 22-23572, dated as of February 24, 1993.
3. Authorization of the Trustee to exercise corporate trust
powers, contained in the Articles of Incorporation is
hereby incorporated by reference to Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration
Statement No. 22-23572, dated as of February
24, 1993.
4. A copy of the existing By-Laws of the trustee is hereby
incorporated by reference to Exhibit 1 to Amendment No.
1 to Form T-1 filed with Registration Statement No. 22-
23572, dated as of February 24, 1993.
5. Copy of each indenture referred to in Item 4, if the
obligor is in default. Not applicable.
6. The consent of United States institutional trustees
required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is hereby incorporated by
reference to its Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 and Quarterly Report on Form
10-Q for the Quarter ended June 30, 1997 which were
previously filed with the Commission.
<PAGE> 9
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the Trustee, PNC Bank, Kentucky, Inc., a corporation
organized and existing under the laws of the Commonwealth of
Kentucky, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of Louisville and State of Kentucky on the
15th day of September, 1997.
PNC BANK, KENTUCKY, INC.
By: /s/ DAVID G. METCALF
---------------------
David G. Metcalf
Vice President
<PAGE> 10
EXHIBIT 6
---------
THE CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(B) OF THE ACT
PNC Bank, Kentucky, Inc., the Trustee executing the statement of
eligibility and qualification to which this Exhibit is attached does hereby
consent that reports of examinations of the undersigned by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefore in accordance with
the provisions of Section 321(b) of the Trust Indenture Act of 1939.
PNC BANK, KENTUCKY, INC.
BY:/s/ DAVID G. METCALF
--------------------
David G. Metcalf
Vice President
September 15, 1997
- ------------------
Date
