PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated September 16, 1996, Registration No. 333-08269
As Supplemented to Date
$100,000,000
PHYMATRIX CORP.
6-3/4% Convertible Subordinated Debentures due 2003
and
Shares of Common Stock, Par Value $.01 Per Share,
Issuable Upon Conversion Thereof
This Prospectus Supplement (the "Supplement") relates to the resale by
Smith Barney & Co. ("Smith Barney") of up to $255,000 aggregate principal amount
of 6-3/4% Convertible Subordinated Debentures due 2003 (the "Debentures") of
PhyMatrix Corp., a Delaware corporation (the "Company"), originally issued in
private placements consummated on June 26, 1996 (the "Debt Offering"), pursuant
to PhyMatrix Corp.'s Registration Statement on Form S-1 (No. 333-08269) (the
"Registration Statement"). This Supplement should be read in conjunction with
the Prospectus dated September 16, 1996, as supplemented to date (the
"Prospectus"), to be delivered with this Supplement. All capitalized terms used
but not defined in this Supplement shall have the meanings given them in the
Prospectus.
Based on information provided to the Company, the aggregate principal
amount of the Debentures that are currently beneficially owned by Smith Barney
is $5,015,000, of which $255,000 may be sold at this time pursuant to the
Prospectus as supplemented hereby. Additional information concerning the
Selling Securityholders (including Smith Barney) may be set forth from time to
time in additional supplements to the Prospectus. The total outstanding
aggregate principal amount of the Debentures is $100,000,000.
The closing price of the Company's Common Stock as reported on The Nasdaq
National Market on October 30, 1996 was $16.00 per share.
The Debentures will be subordinated to all existing and future Senior
Indebtedness of the Company. At July 31, 1996, Senior Indebtedness was
approximately $7.3 million. The Indenture contains no limitations on the
incurrence of additional indebtedness or other liabilities by the Company.
The Debentures are neither listed on a national securities exchange nor
quoted on an automated quotation system. However, the Debentures are eligible
for trading in the Private Offerings, Resales and Trading through Automated
Linkages ("PORTAL") Market. Debentures sold pursuant to the Registration
Statement will no longer be eligible for trading in the PORTAL Market.
The date of this Prospectus Supplement is October 29, 1996.
