PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated May 14, 1997, 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
Declaration of Trust for the Defined Benefit Plans of ICI American Holdings Inc.
("ICI") of up to $120,000 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-3 (No. 333-08269) (the "Registration
Statement"). This Supplement should be read in conjunction with the Prospectus
dated May 14, 1997, 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 ICI is
$120,000, of which $120,000 may be sold at this time pursuant to the Prospectus
as supplemented hereby. Additional information concerning the Selling
Securityholders (including ICI) 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 10, 1998 was $10.125 per share.
The Debentures will be subordinated to all existing and future Senior
Indebtedness of the Company. At January 31, 1998, Senior Indebtedness was
approximately $30.3 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 13, 1998
