FILED PURSUANT TO RULE 424(B)(3) AND (C)
FILE NUMBER 333-52585
SUPPLEMENT NO. 2 DATED NOVEMBER 3, 1998
TO PROSPECTUS DATED SEPTEMBER 10, 1998
RELATING TO $230,000,000 PRINCIPAL AMOUNT 4.50% CONVERTIBLE
SUBORDINATED NOTES DUE 2003 AND 5,575,757 SHARES OF COMMON STOCK,
$.01 PAR VALUE PER SHARE, OF
CONCENTRA MANAGED CARE, INC.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Prospectus dated September 10, 1998, forming a part of
the Registration Statement on Form S-3, File No. 333-52585. Any cross references
in this supplement refer to portions of the Prospectus.
The purpose of this supplement is to provide additional information regarding
the Selling Securityholders. In addition to the Selling Securityholders named in
the Prospectus, the following table sets forth the name of each additional
Selling Securityholder and relationship, if any, with the Company and (i) the
amount of Notes owned by each additional Selling Securityholder as of November
3, 1998 (subject to the qualifications set forth below), (ii) the maximum amount
of Notes which may be offered for the account of such Selling Securityholder as
of November 3, 1998 and (iii) the maximum amount of Common Stock which may be
offered for the account of such Selling Securityholder under the Prospectus.
<TABLE>
PRINCIPAL PRINCIPAL COMMON STOCK COMMON STOCK
AMOUNT OF AMOUNT OF NOTES OWNED PRIOR TO OFFERED
NAME OF SELLING STOCKHOLDER NOTES OWNED OFFERED HEREBY OFFERING (1) HEREBY (2)
<S> <C> <C> <C> <C> <C>
Argent Classic Convertible Arbitrage Fund L.P.... $ 7,500,000 $ 7,500,000 181,818 181,818
BankBoston Robertson Stephens.................... 4,000,000 4,000,000 96,969 96,969
Donaldson, Lufkin & Jenrette Securities Corporation 17,465,000 17,465,000 423,393 423,393
Hambrect and Quist, LLC.......................... 500,000 500,000 12,121(3) 12,121
Total. .......................................... $29,465,000 $29,465,000 714,301 714,301
</TABLE>
(1) Comprises the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial conversion rate. The
Conversion Rate and the number of shares of Common Stock issuable upon
conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held by
the Selling Securityholder at the initial conversion rate and the offering
of such shares by such Selling Securityholder pursuant to this Prospectus.
The Conversion Rate and the number of shares of Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time. Fractional shares
will not be issued upon conversion of the Notes; rather, cash will be paid
in lieu of fractional shares, if any.
(3) Acts as a market maker for the Common Stock and may hold additional
shares of Common Stock in its account for this purpose.
Because the Selling Securityholders may, pursuant to this Prospectus, offer all
or some portion of the Notes and Common Stock they presently hold or, with
respect to Common Stock, have the right to acquire upon conversion of such
Notes, no estimate can be given as to the amount of the Notes and Common Stock
that will be held by the Selling Securityholders upon termination of any such
sales. In addition, the Selling Securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Notes and Common
Stock since the date on which they provided the information regarding their
Notes and Common Stock, in transactions exempt from the registration
requirements of the Securities Act. See "Plan of Distribution."
