SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File Number 0-29172
PROMEDCO MANAGEMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-2529809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
801 Cherry Street, Suite 1450
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 335-5035
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.01 par value
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. [ ]
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant as of March 1, 1999 (computed by reference to
the closing price of such stock on the Nasdaq National Market) was $80,666,956.
As of March 1, 1999, there were 21,061,215 shares of the registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT WHERE INCORPORATED
Portions of the Registrant's definitive Proxy Statement
regarding the 1999 Annual Meeting of Stockholders Part III
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3
The registrant hereby amends and restates in its entirety, Item 5 of
Part II of its Annual Report on Form 10-K for the year ended December 31, 1998
to restate the high and low sales prices per share of the Company's Common
Stock.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Since March 12, 1997, the Common Stock has been traded on the Nasdaq
National Market under the symbol "PMCO." The following table sets forth the high
and low sale prices per share of the Common Stock as reported by the Nasdaq
National Market for each calendar quarter since the commencement of trading.
<TABLE>
<CAPTION>
High Low
<S> <C> <C>
1997
First Quarter (commencing March 12)..................................... $ 9.25 $ 9.00
Second Quarter.......................................................... 9.25 6.00
Third Quarter........................................................... 11.00 6.75
Fourth Quarter.......................................................... 11.63 8.00
1998
First Quarter........................................................... 16.25 8.75
Second Quarter.......................................................... 15.87 8.87
Third Quarter........................................................... 10.75 4.12
Fourth Quarter.......................................................... 7.87 4.38
1999
First Quarter (through March 12)........................................ 6.62 3.87
</TABLE>
The Company has not paid any cash dividends on its common stock since
its formation. It presently intends to retain its earnings for use in its
business and therefore does not anticipate paying any cash dividends in the
foreseeable future. The payment of any future dividends will be determined by
the Board of Directors in light of conditions then existing, including the
Company's earnings, financial condition and requirements, restrictions in
financing agreements, business conditions, and other factors. In addition, the
Company's ability to pay dividends or make distributions to its stockholders is
restricted by the terms of its credit facility. As of March 1, 1999, there were
379 holders of record of Common Stock.
During 1998, the Company issued 2,955,015 shares of Common Stock to
stockholders of seven physician groups in connection with their affiliations
with the Company. As of December 31, 1998, the Company had commitments to issue
an aggregate of 412,771 shares of Common Stock to physician groups and their
stockholders in connection with its affiliations with a physician group in April
1998 and three roll-in physicians to existing groups during the third and fourth
quarter of 1998. Such shares are expected to be issued in the second quarter of
1999. Each of such issuances was or will be exempt from registration under the
Securities Act, pursuant to section 4(2) of the Act as they did not involve any
public offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ H. WAYNE POSEY
H. Wayne Posey President, Chief Executive May 25, 1999
Officer, and Director
(Chief Executive Officer)
/s/ ROBERT D. SMITH
Robert D. Smith Vice President - Finance May 25, 1999
(Chief Accounting Officer)
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