<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): FEBRUARY 10, 1998
--------------
CONCENTRA MANAGED CARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-22751 04-3363415
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) 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
See the press release attached hereto as Exhibit 99.1 dated February 10,
1998 announcing that the Registrant signed a letter of intent with Preferred
Payment Systems, Inc. for a proposed merger.
See the press release attached hereto as Exhibit 99.1 dated February 11,
1998 announcing that the Registrant elected Daniel J. Thomas to the Board of
Directors of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
--------
99.1 Press Release of the Registrant dated February 10, 1998
99.2 Press Release of the Registrant dated February 11, 1998
<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: February 18, 1998
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- ------
99.1 Press Release of Registrant dated February 10, 1998
99.2 Press Release of Registrant dated February 11, 1998
<PAGE>
EXHIBIT 99.1
[CONCENTRA MANAGED CARE, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
---------------------
CONCENTRA MANAGED CARE AND PREFERRED PAYMENTS SYSTEMS
AGREE TO PROPOSED MERGER
BOSTON, Massachusetts (February 10, 1998) - Concentra Managed Care, Inc.
(Nasdaq/NM: CCMC) and Preferred Payment Systems, Inc., headquartered in
Naperville, Illinois, announced that they have signed a non-binding letter of
intent for a proposed merger. Specific terms of the transaction were not
disclosed. Although the companies have received early termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act, the proposed merger remains subject to board of directors approval,
other customary closing conditions and the execution of definitive documents.
There is no assurance that the intended transaction will be completed.
<PAGE>
EXHIBIT 99.2
[CONCENTRA MANAGED CARE, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
---------------------
Contact: Joseph F. Pesce
- -------- Chief Financial Officer
(617) 367-2163, EXT. 5101
CONCENTRA MANAGED CARE, INC. ELECTS THOMAS TO BOARD OF DIRECTORS
BOSTON, MASSACHUSETTS, (February 11, 1998) - Daniel J. Thomas, president
and chief operating officer of Concentra Managed Care, Inc., (Nasdaq/NM: CCMC),
has been elected to the company's board of directors at the board's meeting
yesterday in Dallas.
Thomas's term will continue until the annual meeting of stockholders on
May 13, 1998. At that time, he will be slated for election to a three-year term
as a director.
"Dan brings energy and commitment to his responsibilities at Concentra,
first as president of our Health Services division and most recently to his new
appointment as president and chief operating officer of the company," said
Donald J. Larson, chairman and chief executive officer. "His election to the
board of directors ensures that Concentra will benefit even more from his strong
leadership qualities and his strategic vision for our company."
Concentra Managed Care is the nation's first fully integrated managed care
company focused on auto and 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 and specialized cost containment to
the disability and automobile injury markets. The Company has 123 field case
management offices, with approximately 1,350 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 252
physicians located in 140 centers in 37 markets in 20 states.
