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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 13, 1998
AMERICAN PHYSICIAN PARTNERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-23311 75-2648089
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2301 NATIONSBANK PLAZA, 901 MAIN STREET, DALLAS TEXAS 75202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 761-3100
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ITEM 5. OTHER EVENTS
On April 13, 1998, American Physician Partners, Inc. (the "Company")
announced that it planned to make a private offering of $100.0 million aggregate
principal amount of Senior Subordinated Notes Due 2008 (the "Notes") to certain
initial purchasers who will resell the Notes in reliance on the exemption from
registration contained in Rule 144A under the Securities Act of 1933, as amended
(the "Act"). The Notes will be general unsecured obligations of the Company
subordinated to all existing and future senior debt of the Company and will be
guaranteed by the Company's subsidiaries on a senior subordinated basis. The
Notes are redeemable by the Company commencing in 2003 at declining redemption
prices plus accrued interest. In addition, for the first three years the Notes
are outstanding, the Company may redeem up to 35% of the outstanding Notes with
the proceeds of a public offering of the Company's common stock at a redemption
price to be determined later. The Company will use the net proceeds of the Notes
offering to repay certain indebtedness and for general corporate purposes,
including potential acquisitions.
The entire text of the Company's press release is incorporated by
reference herein and a copy of the press release has been filed as an exhibit to
this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated April 13, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN PHYSICIAN PARTNERS, INC.
April 21, 1998 By: /s/ Gregory L. Solomon
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Gregory L. Solomon
President and Chief Executive Officer
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INDEX TO EXHIBITS
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NUMBER DESCRIPTION
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99.1 Press Release dated April 13, 1998
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EXHIBIT 99.1
MONDAY, APRIL 13 9:00 A.M. EDT
COMPANY PRESS RELEASE
AMERICAN PHYSICIAN PARTNERS, INC. ANNOUNCES $100 MILLION NOTES OFFERING
Dallas, Texas, April 13/PRNewswire/ -- American Physician Partners, Inc.
(Nasdaq: APPM) announced today that it plans to make a private offering of
$100.0 million aggregate principal amount of Senior Subordinated Notes Due 2008
(the "Notes") to certain initial purchasers who will resell the Notes in
reliance on the exemption from registration contained in Rule 144A under the
Securities Act of 1933, as amended (the "Act"). The Notes will be general
unsecured obligations of the Company and will be guaranteed by the Company's
subsidiaries on a senior subordinated basis. The Notes are redeemable by the
Company at declining redemption prices plus accrued interest commencing in 2003.
In addition, for the first three years the Notes are outstanding, the Company
may redeem up to 35% of the outstanding Notes with the proceeds of a public
offering of the Company's common stock at a redemption price to be determined
later.
The Company stated that it will use the net proceeds of the offering to repay
certain indebtedness and for general corporate purposes, including potential
acquisitions.
The Notes have not been registered under the Act or any securities laws of any
state or other jurisdiction and may not be offered or sold in the U.S. or any
state thereof or other jurisdiction absent registration or an applicable
exemption from registration requirements.
Source: American Physician Partners, Inc.
Sami S. Abbasi, Chief Financial Officer
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