PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated December 17, 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
State Employees' Retirement Fund of the State of Delaware ("Delaware Retirement
Fund") of up to $160,000 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 December 17, 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 Delaware
Retirement Fund is $665,000, of which $160,000 may be sold at this time pursuant
to the Prospectus as supplemented hereby. Additional information concerning the
Selling Securityholders (including Delaware Retirement Fund) 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 April 15, 1997 was $13.00 per share.
The Debentures will be subordinated to all existing and future Senior
Indebtedness of the Company. At October 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 April 16, 1997
