As filed with the Securities and Exchange Commission on July 24, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PHYMATRIX CORP.
(Exact name of registrant as specified in its charter)
Delaware 65-0617076
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 South Flagler Drive
West Palm Beach, FL 33401
(561) 655-3500
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
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Copies to:
Abraham D. Gosman James E. Dawson, Esq.
PhyMatrix Corp. Nutter, McClennen & Fish, LLP
777 South Flagler Drive One International Place
West Palm Beach, FL 33401 Boston, MA 02110-2699
(561) 655-3500 (617) 439-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement,
as determined by market conditions.
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. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If the Form is a post-effective amendment filed pursuant to Rule 426(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. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price Proposed Maximum Registration
to be Registered Registered Per Share(1) Aggregate Offering Price(1) Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.01 par value 1,657,560 shares $13.9375 $23,102,243 $7,001
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the bid and asked prices per share of
Common Stock reported on the Nasdaq National Market on July 22, 1997.
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
===============================================================================
<PAGE>
PROSPECTUS
1,657,560 Shares
PhyMatrix Corp.
Common Stock
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This Prospectus relates to the resale of 1,657,560 shares of Common Stock,
$.01 par value (the "Shares"), of PhyMatrix Corp., a Delaware corporation (the
"Company"), which Shares are owned and may be offered and sold from time to time
by certain persons and entities referred to herein as the "Selling
Stockholders."
The Shares may be offered from time to time by the Selling Stockholders in
transactions on the Nasdaq National Market ("Nasdaq") or in privately-negotiated
transactions, at fixed prices which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Specific information concerning the Selling Stockholders and
their plan of distribution is set forth under "Selling Stockholders" and "Plan
of Distribution."
The Company will not receive any proceeds from the sale of the Shares. The
Company is bearing certain expenses in connection with the registration of the
Shares being offered and sold by the Selling Stockholders.
Shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), are quoted on Nasdaq under the symbol "PHMX." On July 22, 1997, the
closing price reported for such shares on Nasdaq was $13.88.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------
The Date of this Prospectus is July 23, 1997
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information and representations must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or a solicitation of any offer to buy the
securities described herein by anyone in any jurisdiction in which such offer
or solicitation is not authorized, or in which the person making the offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. Under no circumstances shall the delivery
of this Prospectus or any sale made pursuant to this Prospectus create any
implication that the information contained in this Prospectus is correct as of
any time subsequent to the date of this Prospectus.
----------------
AVAILABLE INFORMATION
The Company has filed with the United States Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3 (together
with all amendments, exhibits and schedules thereto, the "Registration
Statement") under the Securities Act covering the shares of Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, and the exhibits and schedules thereto. For
further information, with respect to the Company and the Common Stock,
reference is made to the Registration Statement, and the exhibits and schedules
thereto, which can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located
at Seven World Trade Center, 13th Floor, New York, New York 10048 and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
The Commission maintains a web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that submit electronic filings to the Commission. Statements made in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete, and reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.
The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files periodic reports and other information
with the Commission. For further information with respect to the Company,
reference is hereby made to such reports and other information which can be
inspected and copied at the public reference facilities maintained by the
Commission referenced above.
The Company's Common Stock is listed for trading on The Nasdaq National
Market ("Nasdaq") under the trading symbol "PHMX." Reports, proxy statements
and other information about the Company also may be inspected at the offices of
Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference its Annual Report on Form
10-K for the fiscal year ended January 31, 1997 and its quarterly report on
Form 10-Q for the quarter ended April 30, 1997. The Company hereby incorporates
by reference the description of its Common Stock contained under (i)
"Description of Registrant's Securities to be Registered" in the Company's
Registration Statement on Form 8-A filed with the Commission on January 19,
1996 and (ii) "Description of Capital Stock" in the Company's Registration
Statement on Form S-4 (Reg. No. 333-09187), as amended to date.
All reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to any termination of the offering of the shares of
Common Stock covered by this Prospectus are deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that is also
incorporated herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Copies of all documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents) will be provided without charge to each
person who receives a copy of this Prospectus on written or oral request to
Alberto M. Hernandez, PhyMatrix Corp., 777 South Flagler Drive, West Palm
Beach, Florida 33401, or by telephone at (561) 655-3500.
2
<PAGE>
THE COMPANY
The Company is a multi-specialty management company that provides
management services to the medical community. The Company also develops medical
malls, medical office buildings, and health parks both for its own account and
for leading hospitals and health systems. The Company's primary strategy is to
develop management networks in specific geographic locations by affiliating with
physicians, medical providers and medical networks. The Company affiliates with
physicians by acquiring their practices and entering into long-term management
agreements with the acquired practices and through the management of independent
physician associations and specialty care physician networks by management
service organizations in which the Company has ownership interests. Where
appropriate, the Company supports its affiliated physicians with related
diagnostic and therapeutic medical support services. The Company's medical
support services include radiation therapy, diagnostic imaging, infusion
therapy, home health care, lithotripsy services and ambulatory surgery.
The Company's principal place of business is 777 South Flagler Drive, West
Palm Beach, Florida 33401; and its telephone number at that address is (561)
655-3500. Unless otherwise indicated or required by the context, references to
the "Company" include its consolidated subsidiaries.
USE OF PROCEEDS
The Shares of Common Stock offered by the Selling Stockholders are not
being sold by the Company, and the Company will not receive any proceeds of the
sale thereof.
SELLING STOCKHOLDERS
The names of the Selling Stockholders, the number of shares of Common Stock
which may be offered from time to time by them under this Prospectus and
information concerning any material relationships between the Company and the
Selling Stockholders will be set forth as required in Supplements to this
Prospectus or amendments to the Registration Statement. The Company issued or
agreed to issue the shares of Common Stock offered under this Prospectus in
connection with business acquisitions or physician practice affiliations
completed by the Company during 1996. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" incorporated herein by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997 for a description of such acquisitions and affiliations.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell all or a portion of the Shares offered
hereby from time to time on any exchange on which the securities are listed on
terms to be determined at the times of such sales. The Selling Stockholders may
also make private sales directly or through a broker or brokers. Alternatively,
any of the Selling Stockholders may from time to time offer the Shares
beneficially owned by them through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, commissions or
concessions from the Selling Stockholders and the purchasers of the Shares for
whom they may act as agent.
To the extent required, the aggregate principal amount of the Shares to be
sold hereby, the names of the Selling Stockholders, the purchase price, the
name of any such agent, dealer or underwriter and any applicable commissions,
discounts or other terms constituting compensation with respect to a particular
offer will be set forth in any accompanying Prospectus Supplement. The
aggregate proceeds to the Selling Stockholders from the sale of the Shares
offered by them hereby will be the purchase price of such Shares less discounts
and commissions, if any.
The Shares which may be offered hereby may be sold from time to time in one
or more transactions at fixed offering prices, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the holders of the Shares or by agreement between
such holders and underwriters or dealers who receive fees or commissions in
connection therewith. In order to comply with the securities laws of certain
states, if applicable, the Shares offered hereby will be sold in such
jurisdictions only through registered or licensed brokers or dealers.
3
<PAGE>
The Selling Stockholders and any broker-dealers, agent or underwriters
that participate with the Selling Stockholders in the distribution of the
Shares offered hereby may be deemed to be "underwriters" within the meaning of
the Securities Act, in which event any commissions or discounts received by
such broker-dealers, agents or underwriters and any profit on the resale of the
Shares offered hereby and purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Company is paying all expenses incident to the offer and sale of the
Shares offered hereby by the Selling Stockholders to the public, other than
selling commissions and fees.
LEGAL MATTERS
Certain legal matters in connection with the Debentures and the shares of
Common Stock being offered hereby will be passed upon by Nutter, McClennen &
Fish, LLP, Boston, Massachusetts, counsel to the Company.
EXPERTS
The consolidated financial statements of the Company for the fiscal year
ended January 31, 1997 and the one-month period ended January 31, 1996 and
combined financial statements of the Company for the year ended December 31,
1995 and for the period from June 24, 1994 (inception) through December 31,
1994, incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1997, have been so
incorporated in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given upon the authority of said firm as experts in accounting and
auditing.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the offering to which this Registration
Statement relates, other than commissions, are to be borne by the Company and
are estimated as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee ............ $ 7,001
Accounting Fees ............... 5,000
Legal Fees ..................... 10,000
Printing Expenses ............... 10,000
Miscellaneous Expense ......... 999
-------
Total ........................... $33,000
</TABLE>
Item 15. Indemnification of Directors and Officers
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite an adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. The Company's Certificate of Incorporation further provides
that the Company shall indemnify its directors and officers to the full extent
permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
II-1
<PAGE>
Item 16. List of Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ------------- -----------------------------------------------------------------
<S> <C>
+5.1 Opinion of Nutter, McClennen & Fish, LLP
+23.1 Consent of Coopers & LyBrand L.L.P.
+23.2 Consent of Nutter, McClennen & Fish, LLP (included in Exhibit 5)
+24.1 Power of Attorney (contained in Page II-4)
</TABLE>
- ----------
+ Filed herewith.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering; and
(4) That, for purposes of determining any liability under the liability
under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, on the 23rd day of July 1997.
PHYMATRIX CORP.
By: /s/ Abraham D. Gosman
----------------------------------
Abraham D. Gosman
Chairman of the Board of Directors
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Robert A. Miller, Frederick R. Leathers and Michael J. Bohnen, and each of
them, with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments (including
post-effective amendments and amendments thereto) to this Registration
Statement on Form S-3 of the registrant, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes
as he or she might or could do in person thereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ Abraham D. Gosman
- --------------------------------- July 23, 1997
Abraham D. Gosman
Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/ Frederick R. Leathers
- --------------------------------- July 23, 1997
Frederick R. Leathers
Chief Financial Officer
(Principal Financial and Accounting Officer)
- --------------------------------- July , 1997
Robert A. Miller
President and Director
- --------------------------------- July , 1997
Joseph N. Cassese
Director
/s/ David Livingston
- --------------------------------- July 23, 1997
David Livingston, M.D.
Director
- --------------------------------- July __, 1997
Bruce Rendina
Director
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
/s/ Stephen E. Ronai July 23, 1997
- ---------------------------------
Stephen E. Ronai, Esq.
Director
- --------------------------------- July __, 1997
Governor Hugh L. Carey
Director
/s/ John Chay
- --------------------------------- July 23, 1997
John Chay
Director
/s/ Eric Moskow
- --------------------------------- July 23, 1997
Eric Moskow
Director
</TABLE>
II-4
Exhibit 5.1
NUTTER, McCLENNEN & FISH, LLP
One International Place
Boston, Massachusetts 02110
July 23, 1997
72462-1
PhyMatrix Corp.
777 South Flagler Drive
West Palm Beach, Florida
Gentlemen:
Reference is made to that certain Registration Statement on Form S-3
(the "Registration Statement"), which PhyMatrix Corp., a Delaware corporation
(the "Company"), is filing on the date hereof with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the resale of up to 1,657,560 shares of the Company's Common
Stock, $.01 par value per share (the "Shares"), to be offered from time to time
by the holders of the Shares which will be listed in amendments to said
Registration Statement or supplements to the Prospectus which is a part thereof.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined original or certified copies of the
Articles of Organization of the Company, as amended and restated, the Company's
By-laws, the corporate records of the Company to the date hereof, certificates
of public officials and such other documents, records and materials as we have
deemed necessary in connection with this opinion letter. Based upon the
foregoing, and in reliance upon information from time to time furnished to us by
the Company's officers, directors and agents, we are of the opinion that the
Shares have been duly and validly issued and are fully paid and non-assessable.
We understand that this opinion letter is to be used in connection with
the Registration Statement, as finally amended, and hereby consent to the filing
of this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the heading
"Legal Matters." It is understood that this opinion letter is to be used in
connection with the resale of the aforesaid shares of Common Stock only while
the Registration Statement is effective and as it may be amended from time to
time as contemplated by Section 10(a)(3) of the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
---------------------------------
NUTTER, McCLENNEN & FISH, LLP
JED/MRD
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of PhyMatrix Corp. on Form S-3 (File No. 333- ) of our report
dated March 31, 1997, except as to information presented in Note 20, for which
the date is April 24, 1997, on our audits of the consolidated financial
statements and financial statement schedule of PhyMatrix Corp. as of January
31, 1997 and January 31, 1996, and for the year ended January 31, 1997, and for
the one month period ended January 31, 1996 and the combined financial
statements of PhyMatrix Corp. as of December 31, 1995 and for the year ended
December 31, 1995 and the period June 24, 1994 (inception) to December 31, 1994.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
July 23, 1997
