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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K/A
<TABLE>
<C> <S>
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
</TABLE>
COMMISSION FILE NUMBER: 0-27276
MEDPARTNERS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 63-1151076
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3000 GALLERIA TOWER, SUITE 1000
BIRMINGHAM, ALABAMA 35244
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's Telephone Number, Including Area Code:
(205) 733-8996
Securities Registered Pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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<S> <C>
COMMON STOCK, PAR VALUE $.001 PER SHARE THE NEW YORK STOCK EXCHANGE
THRESHOLD APPRECIATION PRICE SECURITIES(TM) THE NEW YORK STOCK EXCHANGE
</TABLE>
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all Reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such Reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 1, 1998: Common Stock, par value $.001 per
share -- $2,291,503,584.
As of March 1, 1998, the Registrant had 197,860,913 shares of Common Stock,
par value $.001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this Annual Report on Form
10-K/A.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information about the executive
officers and directors of the Company as of April 29, 1998:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Richard M. Scrushy(1)................ 45 Chairman of Board of Directors
Edwin M. Crawford.................... 49 President and Chief Executive Officer and
Director
John J. Gannon....................... 59 President -- Physician Practice Management
H. Lynn Massingale, M.D.............. 45 President -- Team Health
John J. Arlotta...................... 48 President -- Pharmaceutical Services
Marta Prado.......................... 47 President -- Governmental Services
Harold O. Knight, Jr................. 40 Executive Vice President and Chief
Financial Officer
Tracy P. Thrasher.................... 35 Executive Vice President, Chief
Administrative Officer and Corporate
Secretary
Rosalio J. Lopez, M.D.(1)............ 45 Chief Medical Officer and Director
Edward J. Novinski................... 39 Executive Vice President -- Managed Care
John M. Deane........................ 43 Executive Vice President -- Information
Services
J. Brooke Johnston, Jr............... 58 Senior Vice President and General Counsel
Charles C. Clark..................... 48 Senior Vice President and Chief Tax Officer
Peter J. Clemens, IV................. 33 Vice President -- Finance and Treasurer
Mark S. Weeks........................ 35 Vice President -- Finance and Controller
Larry D. Striplin, Jr.(2)............ 68 Director
Charles W. Newhall III(1)(2)......... 53 Director
Ted H. McCourtney(3)................. 59 Director
Walter T. Mullikin, M.D.............. 80 Director
John S. McDonald, J.D.(1)(2)......... 65 Director
C.A. Lance Piccolo(3)................ 57 Director
Roger L. Headrick(1)(2).............. 61 Director
Harry M. Jansen Kraemer, Jr.......... 43 Director
Michael D. Martin(3)................. 37 Director
</TABLE>
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(1) Member of the Executive Committee
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
Richard M. Scrushy has been a member of the Company's Board of Directors
since January 1993. On January 16, 1998, Mr. Scrushy was elected Chairman of the
Board and Acting Chief Executive Officer. He relinquished the latter position on
March 16,1998 upon the election of Mr. Crawford as President and Chief Executive
Officer. Since 1984, Mr. Scrushy has been Chairman of the Board and Chief
Executive Officer of HEALTHSOUTH Corporation ("HEALTHSOUTH"), a publicly traded
healthcare company. Mr. Scrushy is also a member of the Board of Directors of
Capstone Capital Corporation ("Capstone") a publicly traded real estate
investment trust.
Edwin M. Crawford was named President and Chief Executive Officer and a
director of MedPartners in March 1998. From 1990 until March 1998, Mr. Crawford
was with Magellan Health Services, Inc., a publicly-held specialty managed
healthcare company, where he served as Chairman of the Board, President and
Chief Executive Officer from 1993 until March 1998, and as President and Chief
Operating Officer from
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1992 until 1993. Mr. Crawford is also a director of First Union National Bank of
Georgia and Integrated Health Services, Inc. ("IHS") and has been nominated as a
director of HEALTHSOUTH.
John J. Gannon has been President -- Physician Practice Management of the
Company since June 1997. From July 1996 to June 1997, Mr. Gannon was
President -- Eastern Operations. For 23 years, Mr. Gannon was a Partner with
KPMG Peat Marwick. His most recent position with KPMG was that of National
Partner-in-Charge of Strategy and Marketing, Healthcare and Life Sciences. He
served as one of the firm's designated industry review specialists for
healthcare financial feasibility studies.
H. Lynn Massingale, M.D. has been President of Team Health since its
formation in March 1994. Dr. Massingale has served as President of Southeastern
Emergency Physicians, Inc., a subsidiary of Team Health, since 1981. A graduate
of the University of Tennessee Center for Health Sciences in Memphis, Dr.
Massingale is certified by the National Board of Medical Examiners, Tennessee
Board of Medical Examiners and American Board of Emergency Medicine. Dr.
Massingale's professional memberships include the Knoxville Academy of Medicine,
Tennessee Medical Association, American Medical Association and American College
of Emergency Physicians.
John J. Arlotta is Chief Operating Officer of the Company's Caremark
Pharmaceutical Group, which includes the therapeutic services and prescription
services divisions. Mr. Arlotta joined the Company in 1996 as president of the
therapeutic services division. Prior to 1996, Mr. Arlotta was employed in a
number of sales, marketing and general management positions by Baxter
International, Inc. ("Baxter"), a publicly traded healthcare company.
Marta Prado, R.N. became President, Governmental Services of MedPartners in
July 1997 when the Company acquired InPhyNet Medical Management Inc. At
InPhyNet, Ms. Prado had served as chief operating officer of the managed care
and governmental service divisions for more than five years.
Harold O. Knight, Jr. has been Executive Vice President and Chief Financial
Officer of the Company since November 1994. Mr. Knight was Senior Vice President
of Finance and Treasurer of the Company from August 1993 to November 1994, and
from March 1993 to August 1993, Mr. Knight served as Vice President of Finance
of the Company. From 1980 to 1993, Mr. Knight was with Ernst & Young LLP, most
recently as Senior Manager. Mr. Knight is a member of the Alabama Society of
Certified Public Accountants and the American Institute of Certified Public
Accountants.
Tracy P. Thrasher has been Executive Vice President of the Company since
November 1994 and has been Corporate Secretary since March 1994. She became
Chief Administrative Officer in July 1997. Ms. Thrasher was Senior Vice
President of Administration from March 1994 to November 1994, and from January
1993 to March 1994, she served as Corporate Comptroller and Vice President of
Development. From 1990 to 1993, Ms. Thrasher was the Audit and Health Care
Management Advisory Service Manager with Burton, Canady, Moore & Carr, P.C.,
independent public accountants. Ms. Thrasher began her career with Ernst & Young
LLP in 1985, and became a certified public accountant in 1986.
Rosalio J. Lopez, M.D. has been a member of the Company's Board of
Directors since November 1995. He became Chief Medical Officer in July 1997. Dr.
Lopez had been a director of the general partner of Mullikin Medical
Enterprises, L.P. ("MME") since 1989. Dr. Lopez joined MME's principal
professional corporation in 1984 and serves as the Chairman of its Medical
Council and Family Practice and Managed Care committees. He also acted as a
director and a Vice President of MME's principal professional corporation. He is
also a director and shareholder of Mullikin Independent Practice Association.
Edward J. Novinski has been Executive Vice President of Managed Care for
the Company since September 1996. Prior to joining the Company, Mr. Novinski was
most recently Vice President of Network Management for United HealthCare
Corporation in their corporate office and held various positions from August
1986 to August 1996. Mr. Novinski was responsible for United HealthCare's
network strategies for physician and hospital relationships which supported
United HealthCare's diverse managed care product line. From 1977 to 1986, Mr.
Novinski was with Lutheran General Health System in managerial and
administrative positions including Director of Physician Practice Management for
a large multi-specialty group.
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John M. Deane has been Executive Vice President, Information Services of
the Company since January 1997. From January 1995 through December 1996, Mr.
Deane was Vice President Information Services and CIO of Caremark Pharmaceutical
Services Group, based in Northbrook, Illinois. Prior to 1995, Mr. Deane was
Director, Information Services -- Planning and Consulting for the Whirlpool
Corporation and a Senior Manager on large IS projects for Price Waterhouse's
Management Consulting Services practice in the Midwest, where he led large IS
engagements for various Fortune 100 companies.
J. Brooke Johnston, Jr. has been Senior Vice President and General Counsel
of the Company since April 1996. Prior to that, Mr. Johnston was a senior
principal of the law firm of Haskell Slaughter Young & Johnston, Professional
Association, Birmingham, Alabama, where he practiced corporate and securities
law for over seventeen years. Prior to that Mr. Johnston was engaged in the
practice of law in New York, New York and at another firm in Birmingham. Mr.
Johnston is a member of the Alabama State Bar and the New York and American Bar
Associations. Mr. Johnston is a member of the Board of Directors of each of
United Leisure Corporation, a publicly traded leisure time services company, and
Grand Havana Enterprises, Inc., a publicly traded operator of cigar
establishments.
Charles C. Clark has been Senior Vice President and Chief Tax Officer of
the Company since January 1997. Prior to that, Mr. Clark was a Partner with KPMG
Peat Marwick, having served as Tax Partner in Charge of the Birmingham, Alabama
office and leader of tax services for the Health Care & Life Sciences practice
in the Southeast. Mr. Clark was with KPMG Peat Marwick for 21 years. Mr. Clark
is a Certified Public Accountant holding memberships in the American Institute
of Certified Public Accountants and the Alabama and Mississippi Societies of
Certified Public Accountants.
Peter J. Clemens, IV has been Vice President of Finance and Treasurer of
the Company since April 1995. From 1991 to 1995, Mr. Clemens worked in Corporate
Banking with Wachovia Bank of Georgia, N.A. Mr. Clemens began his career with
AmSouth Bank, N.A. in 1987, and received a Masters Degree in Business
Administration from Vanderbilt University in 1991.
Mark S. Weeks has been Vice President of Finance and Controller of the
Company since June 1994. From 1985 to 1994, Mr. Weeks was with Ernst & Young
LLP, most recently as Senior Manager. Mr. Weeks is a certified public accountant
and a member of the American Institute of Certified Public Accountants.
Larry D. Striplin, Jr. has been a member of the Company's Board of
Directors since January 1993. Since December 1995, Mr. Striplin has been the
Chairman and Chief Executive Officer of Nelson-Brantley Glass Contractors, Inc.
and Chairman and Chief Executive Officer of Clearview Properties, Inc. Until
December 1995, Mr. Striplin had been Chairman of the Board and Chief Executive
Officer of Circle "S" Industries, Inc., a privately owned bonding wire
manufacturer. Mr. Striplin is a member of the Board of Directors of Kulicke &
Suffa, Inc. a publicly traded manufacturer of electronic equipment, and of
Capstone.
Charles W. Newhall III has been a member of the Company's Board of
Directors since September 1993. He has been a general partner of New Enterprise
Associates, a venture capital firm, since 1978. Mr. Newhall is a member of the
Board of Directors of HEALTHSOUTH, IHS and OPTA Food Ingredients, Inc., all
publicly traded companies. He is founder and Chairman of the Mid-Atlantic
Venture Association, which was organized in 1988.
Ted H. McCourtney has been a member of the Company's Board of Directors
since August 1993. He has been a general partner of Venrock Associates, a
venture capital firm, since 1970. Mr. McCourtney is a member of the Board of
Directors of Cellular Communications, Inc., Cellular Communications of Puerto
Rico, Inc., Cellular Communications International, Inc., International CabelTel
Incorporated, SBSF, Inc. and Structural Dynamics Research Corporation, each of
which is publicly traded.
Walter T. Mullikin, M.D., a surgeon, has been a member of the Company's
Board of Directors since November 1995. Dr. Mullikin was Chairman of the Board
of the general partner of MME from 1989 to 1995. He founded Pioneer Hospital and
the predecessors to MME's principal professional corporation in 1957. He was
also the Chairman of the Board, President and a shareholder of Mullikin
Independent Practice Association, until November 1995. Dr. Mullikin is a member
of the Board of Directors of Health Net, a
3
<PAGE> 5
publicly traded HMO, and was one of the founders and a past chairman of the
Unified Medical Group Association.
John S. McDonald, J.D. has been a member of the Company's Board of
Directors since November 1995. Mr. McDonald was the Chief Executive Officer of
the general partner of MME from March 1994 to November 1995, and he was an
executive of Pioneer Hospital and their related entities since 1967. Mr.
McDonald was also a director, the Secretary and a shareholder of MME's general
partner. Mr. McDonald is on the Board of Directors of the Truck Insurance
Exchange and is a past president of the Unified Medical Group Association.
C.A. Lance Piccolo has been Vice Chairman of the Company's Board of
Directors since September 1996. From August 1992 to September 1996, he was
Chairman of the Board of Directors and Chief Executive Officer of Caremark. From
1987 until November 1992, Mr. Piccolo was an Executive Vice President of Baxter
and from 1988 until November 1992, he served as a director of Baxter. Mr.
Piccolo also serves as a director of Crompton & Knowles Corporation ("CKC"), a
publicly traded chemical company.
Roger L. Headrick has been a member of the Company's Board of Directors
since September 1996 and has been President and Chief Executive Officer of the
Minnesota Vikings Football Club since 1991. Additionally, since June 1989, Mr.
Headrick has been President and Chief Executive Officer of ProtaTek
International, Inc., a bio-process and biotechnology company that develops and
manufactures animal vaccines. Prior to 1989, he was Executive Vice President and
Chief Financial Officer of The Pillsbury Company, a food manufacturing and
processing company. Mr. Headrick also serves as a director of CKC.
Harry M. Jansen Kraemer, Jr. has been a member of the Company's Board of
Directors since September 1996, and is President and Chief Executive Officer of
Baxter, having served in that capacity since April 1997. Mr. Kraemer served as
Senior Vice President and Chief Financial Officer of Baxter from October 1993 to
April 1997. He was promoted to Baxter's three-member Office of the Chief
Executive in June 1995, and appointed to Baxter's Board of Directors in November
1995. In addition to his duties as its chief financial officer he is responsible
for Baxter's Global Hospital Business, Global Renal Business, and the Baxter
Japan subsidiary. Mr. Kraemer has been an employee of Baxter since 1982 serving
in a variety of positions, including Vice President, Group Controller for
Baxter's hospital and alternate-site businesses, president of Baxter's Hospitex
Division and Vice President Finance and Operations for Baxter's global-business
group.
Michael D. Martin became a member of the Company's Board of Directors on
January 16, 1998. Mr. Martin joined HEALTHSOUTH in October 1989 as Vice
President and Treasurer, and was named Senior Vice President -- Finance and
Treasurer in February 1994 and Executive Vice President -- Finance and Treasurer
in May 1996. In October 1997, he was additionally named Chief Financial Officer
of HEALTHSOUTH, and in March 1998, he was named a director of HEALTHSOUTH. From
1983 through September 1989, Mr. Martin specialized in healthcare lending with
AmSouth Bank N.A., Birmingham, Alabama, where he was a Vice President
immediately prior to joining HEALTHSOUTH. Mr. Martin is a director of Capstone.
MANAGEMENT MATTERS
There are no arrangements or understandings known to the Company between
any of the directors, nominees for director or executive officers of the Company
and any other person pursuant to which any such person was or is to be elected
as a director or an executive officer, except the letter agreement between the
Company and Richard M. Scrushy and the executive employment agreements of
Messrs. Crawford, Gannon, and Knight and Ms. Thrasher. Such agreements provide
that such persons shall serve MedPartners in their present capacities, and in
the case of Messrs. Scrushy and Crawford, that they shall be nominated as
directors of the Company. See "Item 11. Executive Compensation -- Employment
Agreements". Drs. Massingale and Lopez and Messrs. Arlotta, Novinski, Deane,
Johnston and Clark also have executive employment agreements that provide that
such persons shall serve MedPartners in their present respective capacities.
Drs. Mullikin and Lopez and Mr. McDonald initially became members of the Board
of Directors in connection with the acquisition of MME, and Messrs. Piccolo,
Headrick and Kraemer became members of the Board of Directors in connection with
the acquisition of Caremark International Inc. ("Caremark") when it was
initially agreed
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that at least four members of the Company's thirteen member Board of Directors
would be designated by Caremark to serve for a three-year period immediately
following the acquisition. There are no family relationships between any
directors, nominees for director or executive officers of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and The New York Stock Exchange. Officers,
directors and beneficial owners of more than 10% of the Company's Common Stock
are required by regulations promulgated by the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms that
they file. Based solely on review of the copies of such forms furnished to the
Company, or written representations that no reports on Form 5 were required, the
Company believes that during 1997, all of its officers, directors and
greater-than-10% beneficial owners complied with Section 16(a) filing
requirements applicable to them, except that Mark S. Weeks inadvertently failed
to file a Form 4 due October 10, 1997 to report the purchase of MedPartners
Threshold Appreciation Price Securities. The purchase was subsequently reported
on Form 5 filed in February 1998.
ITEM 11. EXECUTIVE COMPENSATION.
Executive Officer Compensation. The following table presents certain
information concerning compensation paid or accrued for services rendered to the
Company in all capacities during the years ended December 31, 1997, 1996 and
1995, for the Chief Executive Officer and the four other most highly compensated
executive officers of the Company whose total annual salary and bonus in the
last fiscal year exceeded $100,000 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION HELD YEAR SALARY($) BONUS($) ($) OPTIONS(#) ($)(6)
- -------------------------------- ---- --------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Larry R. House(1)................... 1997 $935,712 $ 582,525 (4) 2,161,376 $37,149
Chairman of the Board, President 1996 717,852 1,980,604 (4) 2,700,000 25,000
and Chief Executive Officer 1995 349,908 600,000 (4) 828,000 25,000
Mark L. Wagar(2).................... 1997 502,701 448,510 $ 55,476(5) 590,000 25,000
President and Chief Operating 1996 350,002 579,674 (4) 700,000 32,516
Officer 1995 346,601 -- (4) 250,000 23,853
John J. Gannon(3)................... 1997 350,016 200,000 125,730(5) 350,000 0
President -- Physician Practice 1996 145,840 108,938 (4) 230,000 0
Management
Harold L. Knight, Jr. .............. 1997 299,808 452,110 (4) 535,000 33,337
Executive Vice President and 1996 212,500 646,199 (4) 600,000 10,000
Chief Financial Officer 1995 132,920 102,230 (4) 200,000 10,000
Tracy P. Thrasher................... 1997 278,112 452,110 84,074(5) 515,000 19,607
Executive Vice President, Chief 1996 187,506 629,936 (4) 550,000 10,000
Administrative Officer and 1995 115,250 42,240 (4) 185,000 10,000
Corporate Secretary
</TABLE>
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(1) Mr. House resigned all positions with the Company on January 16, 1998. See
"-- Employment Agreements."
(2) Mr. Wagar commenced employment on November 28, 1995, at the time of the
acquisition of MME. The table includes all compensation paid to him in 1995.
As of March 18, 1998, Mr. Wagar's title changed to Executive Vice
President -- New Business Development and Strategic Planning. Mr. Wagar
resigned on April 2, 1998.
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(3) Mr. Gannon commenced employment on August 1, 1996.
(4) Dollar value of perquisites and other personal benefits was less than the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the Named Executive Officer.
(5) Other Annual Compensation shown for the Named Executive Officers in 1997
includes the following perquisites: Mr. Wagar -- $46,476 country club fees;
Mr. Gannon -- $75,824 country club fees and $43,656 relocation expenses; and
Ms. Thrasher -- $74,074 country club fees.
(6) All Other Compensation shown for the Named Executive Officers includes
contributions by the Company in the following amounts for split dollar life
insurance premiums: for Mr. House, 1997 -- $37,149, 1996 and
1995 -- $25,000; for Mr. Wagar, 1997 and 1996 -- $25,000, and
1995 -- $23,853; for Mr. Knight, 1997 -- $33,337, 1996 and 1995 -- $10,000;
and for Ms. Thrasher, 1997 -- $19,607, 1996 and 1995 -- $10,000; the
following amount for long-term disability for Mr. Wagar, 1996 -- $6,766; and
the following amount for the Company's 401(k) contribution for Mr. Wagar,
1996 -- $750.
Option Grants in 1997. The following table contains information concerning
the grant of stock options under the Company's stock option plans to the Named
Executive Officers in 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED ANNUAL
------------------------------------------------------------------- RATES OF STOCK PRICE
NUMBER OF PERCENT OF TOTAL APPRECIATION FOR
SECURITIES UNDERLYING OPTIONS GRANTED EXERCISE OR OPTION TERM(2)
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION -------------------------
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- --------------------- ---------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Larry R. House........... 1,225,000(3) 13.4% $18.625 1/30/07 $14,348,624 $36,362,230
936,376(3) 10.2% 18.500 5/18/07 10,894,314 27,608,331
Mark L. Wagar............ 240,000 2.6% 18.625 1/30/07 2,811,159 7,124,029
350,000(4) 3.8% 18.500 5/18/07 4,072,093 10,319,482
John L. Gannon........... 150,000 1.6% 18.625 1/30/07 1,756,974 4,452,518
200,000(5) 2.2% 18.500 5/18/07 2,326,910 5,896,847
Harold O. Knight, Jr. ... 130,000 1.4% 18.625 1/30/07 1,522,184 3,857,209
130,000(3) 1.4% 18.625 1/30/07 1,522,184 3,857,209
275,000(4) 3.0% 18.500 5/18/07 3,198,394 8,104,720
Tracy P. Thrasher........ 120,000 1.3% 18.625 1/30/07 1,405,093 3,560,501
120,000(3) 1.3% 18.625 1/30/07 1,405,093 3,560,501
275,000(4) 3.0% 18.500 5/18/07 3,198,394 8,104,720
</TABLE>
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(1) The vesting of each option is cumulative; no vested portion expires until
the expiration of the option. Unless otherwise noted, options vest 20% on
the date of grant and 20% per year thereafter.
(2) The potential realizable value is calculated based on the term of the option
at its time of grant (10 years). It is calculated by assuming that the stock
price on the date of grant appreciates at the indicated annual rate
compounded annually for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated stock
price. No gain to the optionee is possible unless the stock price increases
over the option term, which will benefit all stockholders.
(3) Options vested 100% on grant date. Under Mr. House's retirement agreement,
Mr. House's options remain exercisable for the balance of their respective
terms.
(4) Options vest 20% on grant date and 20% semi-annually thereafter.
(5) Options vest 100% on second anniversary of grant date.
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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values. The following table sets forth information with respect to the Named
Executive Officers concerning unexercised options held at December 31, 1997. No
options were exercised during the last fiscal year by the Named Executive
Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FY-END(#) FY-END($)(1)
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C>
Larry R. House................................ 4,589,376 / -- $23,700,207 / $ --
Mark L. Wagar................................. 498,000 / 642,000 2,505,000 / 2,913,750
John J. Gannon................................ 191,000 / 389,000 1,038,250 / 1,621,750
Harold O. Knight, Jr. ........................ 558,000 / 535,000 3,683,100 / 2,749,925
Tracy P. Thrasher............................. 503,000 / 525,000 2,929,525 / 2,838,875
</TABLE>
- ---------------
(1) Based on December 31, 1997 closing price for MedPartners Common Stock of
$22.375.
DIRECTOR COMPENSATION
Officers of the Company do not receive any additional compensation for
serving as members of the Board of Directors or any of its committees.
Non-employee directors were paid directors' fees of $3,000 for each meeting of
the Board of Directors attended in person, $1,000 for each meeting of the Board
of Directors attended by phone, and $1,000 for each meeting of the Audit
Committee or the Compensation Committee attended in person. Directors were
reimbursed for travel costs and other out-of-pocket expenses incurred in
attending each meeting of the Board of Directors or one of its committees. In
addition, non-employee directors receive an annual grant of stock options for
25,000 shares of the Company's Common Stock under the Stock Option Plans (as
hereinafter defined). Such options vest in 20% increments and expire ten years
after the grant date. The exercise price of such options is determined by the
closing price of the Company's Common Stock on the New York Stock Exchange on
the date of the option grant. In 1997 each of Messrs. Headrick, Kraemer,
McCourtney, McDonald, Mullikin, Newhall, Piccolo, Scrushy and Striplin were
granted an option to purchase 25,000 shares of Common Stock, all at an exercise
price of $18.625 per share, the market price on the grant date.
EMPLOYMENT AGREEMENTS
The Company had employment agreements with Messrs. House and Wagar which
were terminated upon their resignations on January 16, 1998 and April 2, 1998,
respectively. Mr. House's employment agreement, which had a term of five years,
provided that Mr. House was to be employed as the Chairman of the Board,
President and Chief Executive Officer and was to be nominated as a director of
the Company during such term. The agreement provided for a base salary of
$935,700, an annual incentive bonus of up to $776,700, based on the achievement
of certain performance standards established by the Compensation Committee, and
eligibility for other benefits normally found in executive employment
agreements. The employment agreement for Mr. Wagar provided for a base salary of
$350,000 and for an annual incentive and performance bonus of up to 75% in base
salary in addition to employee benefits similar to those provided in Mr. House's
agreement. Each of the employment agreements provided for an automatic extension
for an additional year on the anniversary thereof unless the Company gave prior
notice of non-extension. On January 16, 1998, Mr. House resigned his position as
Chairman and Chief Executive Officer and a director of the Company. In
connection with such resignation, Mr. House agreed to the termination of his
Employment Agreement and entered into a retirement agreement with the Company,
which provided certain severance benefits, including a lump-sum payment of
$5,993,400. The retirement agreement calls for immediate vesting of all
outstanding stock options held by Mr. House and provides that all such stock
options shall remain in full force and effect for their remaining terms. In
addition, Mr. House entered into a two-year consulting agreement arrangement
with the
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<PAGE> 9
Company pursuant to which he is to perform consulting services for the Company
as requested by the Board of Directors. Mr. House will receive consulting fees
of $1,712,412 for each year of the consulting agreement. The terms of Mr.
Wagar's severance are under consideration by the Board of Directors.
The Company has employment agreements with Messrs. Gannon and Knight and
Ms. Thrasher. Each of these employment agreements have a term of three years and
provide that the executives will be employed by the Company in their current
positions. Each of these employment agreements provide for an automatic
extension for an additional year on the anniversary thereof unless the Company
gives prior notice of non-extension. The agreements provide for base salaries of
$350,016, $299,808 and $278,112, respectively, and annual incentive and
performance bonuses of up to 75% of base salary, based on the achievement of
certain performance standards as provided therein, and eligibility for other
benefits normally found in executive employment agreements.
The Named Executive Officers are entitled to certain compensation upon
termination of their respective employment agreements prior to their expiration.
If the Company terminates the agreement for "Cause" (as defined) or if the Named
Executive Officer terminates without "Good Reason" (as defined), the Named
Executive Officer will receive a lump sum payment of six months base salary (12
months in the case of Mr. House) plus certain employment benefits. If the
agreement terminates due to the Named Executive Officer's death, disability or
retirement, he or she will receive a lump sum payment of six months base salary
(12 months in the case of Mr. House), accrued bonus and immediate vesting of all
stock options. If the Named Executive Officer terminates the agreement for "Good
Reason" and no "Change in Control" (as defined) of the Company has occurred, the
Named Executive Officer will receive continued salary and bonus payments for
three years (or, if greater, for the remainder of the contract term in the case
of Mr. House), continued participation in employee benefit plans for such period
and immediate vesting of all stock options. If the Company terminates the
agreement without Cause after a Change in Control or if the Named Executive
Officer terminates after a Change in Control for Good Reason, he or she shall
receive a lump sum payment equal to three times the Named Executive Officer's
base salary and bonus at the time of termination, continued benefits for a term
of three years and immediate vesting of all stock options. The agreements
provide that any payment by the Company to the Named Executive Officer which is
subject to the excise tax imposed by Section 4999 of the Code shall be "grossed
up" such that the Named Executive Officer retains an amount of the "gross up"
payment equal to the excise tax imposed on the original payment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Newhall, Striplin, Headrick and McDonald served on the Compensation
Committee of the Board of Directors of the Company during 1997.
In connection with the acquisition of MME, the Company entered into a
Termination Agreement and a Consulting Agreement with Mr. McDonald. Under Mr.
McDonald's Termination Agreement, his employment agreement with MME was
terminated in consideration for which Mr. McDonald received a lump sum payment
of $796,000, continuation of certain fringe benefits and perquisites under the
former employment agreement for 36 months, access to an office and support staff
until death or disability, payments from the Company and a trust set up by the
Company to fund the remainder of MME's pension obligations to Mr. McDonald, and
payment of all health and medical care (including prescriptions) for Mr.
McDonald for the remainder of his life through a Company-sponsored health
insurance plan. Under his five-year Consulting Agreement, Mr. McDonald will
receive in consideration for his services a consulting fee of $2,230,000, to be
paid over the term of the agreement with an initial payment of $669,000 on
November 29, 1995, and equal payments of $390,250 on each anniversary of such
date, access to an office and support staff and certain other benefits. See Item
13. "Certain Relationships and Related Transactions -- MME Acquisition
Agreements".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding beneficial
stock ownership of the Company as of March 31, 1998: (i) each director and Named
Executive Officer of the Company, (ii) all directors and executive officers as a
group, and (iii) each stockholder known by the Company to be the beneficial
owner of
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<PAGE> 10
more than 5% of the outstanding MedPartners Common Stock. Except as otherwise
indicated, each person or entity listed below has sole voting and investment
power with respect to all shares shown to be beneficially owned by him or it
except to the extent such power is shared by a spouse under applicable law.
Shares of the Company's Common Stock subject to options held by directors and
executive officers that are exercisable within 60 days of March 31, 1998, are
deemed outstanding for the purpose of computing such director's or executive
officer's beneficial ownership and the beneficial ownership of all directors and
executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF
OF MEDPARTNERS %
NAME OF BENEFICIAL OWNER POSITION HELD COMMON STOCK OWNED
- ------------------------ ------------- -------------- -------
<S> <C> <C> <C>
Richard M. Scrushy................ Chairman of the Board of Directors 4,022,500(1) 2.01%
Edwin M. Crawford................. President and Chief Executive 1,250,000(2) *
Officer and Director
Larry R. House.................... Former Chairman of the Board and 5,414,283(3) 2.67
Chief Executive Officer
Mark L. Wagar..................... Former President and Chief 659,005(4) *
Operating Officer
John J. Gannon.................... President -- Physician Practice 223,400(5) *
Management
Harold O. Knight, Jr.............. Executive Vice President and Chief 748,845(6) *
Financial Officer
Tracy P. Thrasher................. Executive Vice President, Chief 701,021(7) *
Administrative Officer and
Corporate Secretary
Roger L. Headrick................. Director 106,458(8) *
Harry M. Jansen Kraemer, Jr....... Director 15,565(9) *
Rosalio J. Lopez, M.D............. Director 191,069(10) *
Michael D. Martin................. Director 537,000(11) *
Ted H. McCourtney................. Director 75,841(12) *
John S. McDonald, J.D............. Director 339,281(13) *
Walter T. Mullikin, M.D........... Director 451,424(14) *
Charles W. Newhall III............ Director 1,521,000(15) *
C.A. Lance Piccolo................ Director 1,437,519(16) *
Larry D. Striplin, Jr............. Director 133,100(17) *
All executive officers and
directors
as a group (22 persons)......... 12,672,112(18) 6.17
FMR Corp.......................... 22,144,553(19) 11.19
82 Devonshire Street
Boston, MA 02109
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
NUMBER OF
OF MEDPARTNERS %
NAME OF BENEFICIAL OWNER POSITION HELD COMMON STOCK OWNED
- ------------------------ ------------- -------------- -------
<S> <C> <C> <C>
AMVESCAP PLC...................... 14,344,619(20) 7.25%
11 Devonshire Square
London EC2M 4YR England
Wachovia Bank and Trust Co........ 9,185,605(21) 4.64
Trust Services Division
301 Main Street
Winston-Salem, NC 27150
</TABLE>
- ---------------
* Less than one percent.
(1) Includes options to purchase 2,041,000 shares, 250,000 shares held in trust
for minor children, and 1,098,500 shares held by HEALTHSOUTH. Mr. Scrushy
is Chairman of the Board and Chief Executive Officer of HEALTHSOUTH. Mr.
Scrushy disclaims beneficial ownership of the shares held by HEALTHSOUTH.
(2) Includes option to purchase 1,250,000 shares.
(3) Mr. House resigned all positions with the Company on January 16, 1998.
Includes options to purchase 4,589,376 shares, 185 shares held in the
Company's 401(k) plan as of 9/30/97, and 1,095 shares held in the Company's
Employee Stock Purchase Plan as of 12/31/97. See "Item 11. Executive
Compensation -- Employment Agreements".
(4) Mr. Wagar resigned on April 2, 1998. Includes options to purchase 546,000
shares.
(5) Includes options to purchase 221,000 shares, and 2,400 shares owned jointly
with his spouse.
(6) Includes options to purchase 685,000 shares.
(7) Includes options to purchase 639,000 shares, 2,000 shares held in trust for
a minor child, 226 shares held in the Company's 401(k) plan as of 9/30/97,
and 1,095 shares held in the Company's Employee Stock Purchase Plan as of
12/31/97.
(8) Includes options to purchase 69,208 shares, and 1,250 shares held by
spouse.
(9) Includes options to purchase 15,000 shares, and 50 shares held by spouse.
(10) Includes options to purchase 92,000 shares, and 81,293 shares held in trust
for the benefit of Dr. Lopez and members of his family.
(11) Includes options to purchase 522,000 shares.
(12) Includes options to purchase 21,000 shares.
(13) Includes options to purchase 21,000 shares, and 318,281 shares held by
certain trusts for the benefit of Mr. McDonald.
(14) Includes options to purchase 21,000 shares, and 430,424 shares held by the
Mullikin Family Trust U/D/T, dated February 10, 1976, for the benefit of
Dr. Mullikin and members of his family.
(15) Includes options to purchase 21,000 shares, and 1,500,000 shares held by
New Enterprise Associates VI, Limited Partnership ("NEA"). Mr. Newhall is a
general partner of NEA Partners VI, Limited Partnership, which is the
general partner of NEA. Mr. Newhall disclaims beneficial ownership of the
shares held by NEA.
(16) Includes options to purchase 1,327,126 shares.
(17) Includes options to purchase 29,000 shares.
(18) Includes options to purchase 7,542,682 shares.
(19) Shares held as investment manager of various public investment funds. FMR
Corp. has the sole power to direct the vote of and to dispose of 326,953 of
these shares.
(20) Shares held as investment manager of various public investment funds.
AMVESCAP PLC has shared voting power and shared dispositive power with
respect to all of these shares.
(21) Shares held as Trustee for MedPartners, Inc. Employee Compensation Trust.
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<PAGE> 12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
MME ACQUISITION AGREEMENTS
Termination Agreements. In November 1995 in connection with the
acquisition of MME, the Company and each of Dr. Walter T. Mullikin, M.D. and
John S. McDonald, J.D., entered into a Termination Agreement that terminated
their previous employment agreements with MME. In consideration of which they
received, or shall receive, a lump sum payment of $1,064,000, in the case of Dr.
Mullikin, and $796,000 in the case of Mr. McDonald, continuation of certain
fringe benefits and perquisites for 36 months, payments from the Company and a
trust set up by the Company to fund the remainder of MME's pension obligations
to Dr. Mullikin or to Dr. Mullikin's spouse, should she survive him, and Mr.
McDonald, payment of all health and medical care (including prescriptions) for
Dr. Mullikin and his spouse and Mr. McDonald for the remainder of their lives
through a Company-sponsored health insurance plan, a death payment benefit to be
paid to Dr. Mullikin's designated beneficiary or estate of $2,700,000, and
certain other benefits.
Consulting Agreements. In November 1995, the Company and each of Dr.
Mullikin and Mr. McDonald entered into five-year Consulting Agreements whereby
they will receive in consideration for their services: consulting fees of
$2,480,000 to Dr. Mullikin, to be paid over the term of the agreement with an
initial payment of $744,000 on November, 29, 1995 and equal payments of $434,000
on each anniversary of such date, and $2,230,000 to Mr. McDonald, to be paid
over the term of the agreement with an initial payment of $669,000 in November
29, 1995 and equal payments of $390,250 on each anniversary thereof, access to
an office and support staff and certain other benefits.
CAREMARK ACQUISITION AGREEMENTS
Termination Agreements. In September 1996 in connection with the
acquisition of Caremark, Mr. Piccolo's employment was terminated, entitling him
to a severance payment of $2,805,426 and certain other benefits provided in his
severance agreement. See "Item 11. Executive Compensation -- Compensation
Committee Interlocks and Insider Participation".
Consulting Agreements. In September 1996, the Company and Mr. Piccolo, now
a director of the Company, entered into a consulting agreement (the "Piccolo
Agreement"). The term of the Piccolo Agreement is ten years, unless terminated
sooner. Over the course of such ten-year period, Mr. Piccolo will be paid
consulting fees totaling approximately $5.4 million. The "gross up" provisions
of that severance agreement will apply to payments made pursuant to the Piccolo
Agreement in the event such consulting payments are determined to be "excess
parachute" payments. Mr. Piccolo or his spouse will be eligible to participate
in all health and medical employee benefit plans and programs available, from
time to time, to employees of the Company and Caremark until he reaches the age
of 65. After age 65, Mr. Piccolo and his spouse will be provided with a
prescription drug program comparable to that provided Caremark employees through
Caremark's prescription drug benefit program. Mr. Piccolo will be provided with
an adequate office and secretarial support, as well as reimbursement of
reasonable expenses, and will be subject to certain non-compete and
confidentiality restrictions.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) and Rule 12b-15 of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
MEDPARTNERS, INC.
By /s/ HAROLD O. KNIGHT, JR.
------------------------------------
Harold O. Knight, Jr.
Executive Vice President
and Chief Financial Officer
Date: April 30, 1998
12
