FILED PURSUANT TO RULE 424(B)(3) AND (C)
FILE NUMBER 333-52585
SUPPLEMENT NO. 4 DATED DECEMBER 2, 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 December
2, 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 December 2, 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 OWNED PRIOR TO OFFERED
NOTES OWNED OFFERED HEREBY OFFERING (1) HEREBY (2)
<S> <C> <C> <C> <C>
Alta Partners Holdings, LDC $ 1,000,000 $ 1,000,000 24,242 24,242
BT Alex.Brown Inc. 2,000,000 2,000,000 48,484 48,484
BT Holdings (New York) Inc. 2,500,000 2,500,000 60,606 60,606
Morgan Stanley Dean Witter Convertible
Securities Trust 3,000,000 3,000,000 72,727 72,727
Morgan Stanley Dean Witter Income
Builder Fund 4,400,000 4,400,000 106,666 106,666
Morgan Stanley Dean Witter Variable
Income Builder 800,000 800,000 19,393 19,393
Total. $13,700,000 $13,700,000 332,118 332,118
</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.
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."
