<PAGE>
================================================================================
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): AUGUST 29, 1997
----------------------
CONCENTRA MANAGED CARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-22751 04-3363415
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification Number)
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (617) 367-2163
NOT APPLICABLE
(former address if changed since last report)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
(a) Merger of CRA Managed Care, Inc. and OccuSystems, Inc.
On August 29, 1997, CRA Managed Care, Inc., a Massachusetts corporation
("CRA"), and OccuSystems, Inc., a Delaware corporation ("OccuSystems"),
announced the completion of their previously announced mergers to form Concentra
Managed Care, Inc ("Concentra") pursuant to the Agreement and Plan of
Reorganization dated as of April 21, 1997 (the "Reorganization Agreement"),
among CRA, OccuSystems and Concentra. For additional information regarding the
transactions contemplated by the Reorganization Agreement, reference is made to
the Press Release attached to this Current Report as Exhibit 99.1 and
incorporated herein by reference.
(b) Acquisition of Occupational Medical Centers of Vencor, Inc.
On September 2, 1997, Concentra announced that it executed a definitive
agreement to purchase a network of 16 occupational medicine centers from Vencor,
Inc. For additional information regarding the transactions contemplated by such
purchase, reference is made to the Press Release attached to this Current Report
as Exhibit 99.2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
--------
99.1 Press Release of the Registrant dated August 29, 1997
99.2 Press Release of the Registrant dated September 2, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
CONCENTRA MANAGED CARE, INC.
(Registrant)
By:/s/ Richard A. Parr II
--------------------------------------------
Name: Richard A. Parr II
Title: Executive Vice President and General Counsel
Date: September 11, 1997
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER PAGE
- --------- ----
99.1 Press Release of Registrant dated August 29, 1997
99.2 Press Release of Registrant dated September 2, 1997
<PAGE>
[LETTERHEAD OF CONCENTRA MANAGED CARE, INC. APPEARS HERE]
FOR IMMEDIATE RELEASE Contact: Joseph F. Pesce
--------------------- Executive Vice President and
Chief Financial Officer
(617) 367-2163
CRA MANAGED CARE AND OCCUSYSTEMS COMPLETE MERGER
TO FORM CONCENTRA MANAGED CARE(R)
BOSTON, Massachusetts and DALLAS, Texas (August 29, 1997) - CRA Managed Care,
Inc. (Nasdaq/NM: CRAA) and OccuSystems, Inc. (Nasdaq/NM: OSYS) today jointly
announced that the companies have completed their previously announced merger to
form Concentra(R) Managed Care, Inc. Stockholders of CRA Managed Care and
OccuSystems approved the merger at their respective special meetings held
earlier today.
With the merger completed, Concentra's common stock will begin trading on
the Nasdaq National Market on Tuesday, September 2, 1997, under the new symbol
CCMC. ChaseMellon Shareholder Services has been appointed as Concentra's
Transfer Agent and will serve as the exchange agent.
Concentra, which combines the strengths and market reach of the two leaders
in the field of occupational healthcare, is the nation's first fully integrated
managed care company focused on workers' compensation cost containment. With
operations in 49 states, the District of Columbia, and Canada, the Company
provides preventive services, first report of injury, primary care, specialist
networks, specialized cost containment services, and field case management for
worker's compensation as well as for the disability and automobile injury
markets.
"We are gratified by the overwhelmingly positive vote on this merger by our
stockholders," commented Donald J. Larson, President and Chief Executive Officer
of CRA Managed Care and the new President and Chief Executive Officer of
Concentra. "With complementary businesses that address the full spectrum of
occupational healthcare, Concentra can bring a full solution to bear on costs
throughout the entire injury resolution process. By uniting our proprietary
primary care network with our other workers' compensation cost containment
services - particularly our field case management organization, we are strongly
positioned to deliver services across the continuum of care."
-MORE-
<PAGE>
CRAA and OSYS Stockholders Approve Merger
Page 2
August 29, 1997
Larson noted that the merger will be accounted for as a pooling of
interests and, accordingly, past financial results for CRA Managed Care and
OccuSystems will be combined to reflect the merger. On this basis, Concentra's
revenues for the year ended December 31, 1996, were approximately $350 million
with net income of $21 million. Concentra has a market capitalization of
approximately $1.1 billion.
This press release contains certain forward-looking statements, which the
Company is making in reliance on the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, and that the
Company's actual results may differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, the potential adverse impact of
governmental regulation on the Company's operations, an interruption in its data
processing capabilities, operational, financing and strategic risks related to
the Company's growth strategy, possible fluctuations in quarterly and annual
operating results, litigation against the Company, possible legal liability for
adverse medical consequences, competitive pressures, adverse changes in market
conditions for the Company's services, and dependence on key management
personnel. Additional factors include those described in the Company's
Securities and Exchange Commission filings.
Concentra Managed Care is the nation's first fully integrated managed care
company focused on workers' compensation cost containment. Concentra offers
prospective and retrospective services to employers and insurers of all sizes,
providing pre-employment testing, loss prevention services, first report of
injury, injury care, specialist networks, specialized cost containment services,
and field case management for workers' compensation as well as for the
disability and automobile injury markets. The Company has 122 field case
management offices, with approximately 1,225 field case managers who provide
medical management and return to work services in 49 states, the District of
Columbia, and Canada. The Company also has 83 service locations that provide
specialized cost containment services including utilization management,
telephonic case management, and retrospective bill review. Under the name
Concentra Medical Centers, the Company operates the nation's largest network of
occupational healthcare centers, currently managing the practices of 217
physicians located in 122 centers in 32 markets in 16 states.
-END-
<PAGE>
[LETTERHEAD OF CONCENTRA MANAGED CARE, INC. APPEARS HERE]
FOR IMMEDIATE RELEASE Contact: Donald J. Larson
--------------------- President and Chief Executive Officer
(617) 367-2163
CONCENTRA(R) MANAGED CARE AGREES TO ACQUIRE VENCOR'S NETWORK
OF OCCUPATIONAL MEDICINE CENTERS
BOSTON, Massachusetts (September 2, 1997) - Concentra Managed Care, Inc.
(Nasdaq/NM:CCMC) today announced that it has executed a definitive agreement to
purchase a network of 16 occupational medicine centers from Vencor, Inc.
(NYSE:VC). Specific terms of the cash transaction were not disclosed. The
acquisition is expected to be completed in early September following the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and satisfaction of other customary conditions.
The network of centers, which was part of Vencor's March 1997 acquisition
of TheraTx, Incorporated, provides occupational medicine services in five
states. Vencor, a long-term healthcare company with over $3 billion in annual
revenues, owns and operates a national network of hospitals, nursing centers and
contract service providers in 46 states.
This acquisition expands the Company's network of occupational healthcare
centers to three new states and four new markets and is expected to add
approximately $23 million to Concentra's annual revenues. For the year ended
December 31, 1996, Concentra's revenues totaled $350 million with net income of
$21 million.
Commenting on the announcement, Donald J. Larson, President and Chief
Executive Officer, said, "This acquisition provides us with a platform for
future growth in several strategic markets and states. The transaction includes
five occupational medicine centers in Atlanta, Georgia, three centers in Fresno,
California, and one center in Raleigh-Durham, North Carolina. In addition, we
gain a network of four centers in southeast Florida which are managed pursuant
to an agreement with Tenet Healthcare Corp. (NYSE:THC). The acquisition also
broadens our geographic coverage in Tucson, Arizona - a market where Vencor
owned three centers and where we previously had two locations through a joint
venture with Columbia/HCA Healthcare Corporation (NYSE:COL).
-MORE-
<PAGE>
CCMC To Acquire 16 Occupational Medicine Centers
Page 2
September 2, 1997
"Acquisitions such as this, coupled with strong internal expansion, play an
important role in our growth strategy," he continued. "By achieving greater
density in the markets we serve, and by strategically entering attractive new
markets, we can provide broader geographic coverage for employers and enhance
our ability to work directly with insurers in exploring risk-sharing products to
contain workers' compensation costs."
This press release contains certain forward-looking statements, which the
Company is making in reliance on the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that all
forward-looking statements involve risks and uncertainties, and that the
Company's actual results may differ materially from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, the potential adverse impact of
governmental regulation on the Company's operations, an interruption in its data
processing capabilities, operational, financing and strategic risks related to
the Company's growth strategy, possible fluctuations in quarterly and annual
operating results, litigation against the Company, possible legal liability for
adverse medical consequences, competitive pressures, adverse changes in market
conditions for the Company's services, and dependence on key management
personnel. Additional factors include those described in the Company's
Securities and Exchange Commission filings.
Concentra Managed Care was recently formed through the merger of CRA
Managed Care (Nasdaq symbol CRAA) and OccuSystems (Nasdaq symbol OSYS) - two
leaders in the field of occupational healthcare and workers' compensation cost
containment. This merger was completed on August 29, 1997.
Concentra Managed Care is the nation's first fully integrated managed care
company focused on workers' compensation cost containment. Concentra offers
prospective and retrospective services to employers and insurers of all sizes,
providing pre-employment testing, loss prevention services, first report of
injury, injury care, specialist networks, specialized cost containment services,
and field case management for workers' compensation as well as for the
disability and automobile injury markets. The Company has 122 field case
management offices, with approximately 1,225 field case managers who provide
medical management and return to work services in 49 states, the District of
Columbia, and Canada. The Company also has 83 service locations that provide
specialized cost containment services including utilization management,
telephonic case management, and retrospective bill review. Under the name
Concentra Medical Centers, the Company operates the nation's largest network of
occupational healthcare centers, currently managing the practices of 217
physicians in 122 centers located in 32 markets in 16 states.
-END-
