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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): SEPTEMBER 16, 1998
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CONCENTRA MANAGED CARE, INC.
(Exact name of Registrant as specified in its charter)
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<CAPTION>
Delaware 000-22751 04-3363415
<S> <C> <C>
(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)
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Registrant's telephone number, including area code: (617) 367-2163
Not Applicable
(former address if changed since last report)
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Item 5. Other Events
See the press release attached hereto as Exhibit 99.1 dated September 16, 1998
announcing appointment of Daniel Thomas as Interim Chief Executive Officer, John
Carlyle as Chairman of the Board of Directors and resignation of Donald J.
Larson as Chief Executive Officer and Chairman of the Board of Directors.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of the Registrant dated September 16, 1998.
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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, General Counsel &
Secretary
Date: September 18, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER PAGE
99.1 Press Release of Registrant dated September 16, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Joseph F. Pesce, CFO
Concentra Managed Care, Inc.
(617) 367-2163, Ext. 5101
CONCENTRA MANAGED CARE APPOINTS DANIEL THOMAS
INTERIM CHIEF EXECUTIVE OFFICER AS DONALD LARSON RESIGNS
JOHN CARLYLE, DIRECTOR, ALSO NAMED CHAIRMAN OF THE BOARD
BOSTON, Mass. (September 16, 1998) - Concentra Managed Care, Inc.
(Nasdaq/NM: CCMC) today announced that Donald J. Larson (age 47) has
resigned as Chairman and Chief Executive Officer of the Company in order to
pursue other interests. His resignation from these positions is effective
immediately.
Following Larson's resignation, Concentra's Board named Daniel J.
Thomas (age 39), who is currently President and Chief Operating Officer of
the Company, to the additional post of Interim Chief Executive Officer. The
Board indicated that it would immediately commence the process of selecting
a permanent replacement for the position of Chief Executive Officer.
In a related action, the Board also named John K. Carlyle (age 43)
Chairman of the Company's Board of Directors. Carlyle has been a Director
since August 1997 and was Chairman of Concentra's Board until January 1998.
Commenting on his decision to step down at this time as Chairman
and Chief Executive Officer, Larson said, "As a founder of Concentra
Managed Care and as a significant stockholder, I have a keen interest in
working for the continued success of this Company. After more than 20 years
involvement in the Company's growth, expansion and development, I believe
the time has come to pass the responsibilities and duties of day-to-day
leadership on to other capable hands. I am especially pleased to note that,
as we undertake this transition, Concentra remains a solid, stable
enterprise, possessing attractive growth prospects and an experienced,
dedicated management team."
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"We are grateful to Don for the time and energy he has dedicated
to this Company over the years," added Thomas. "He has been instrumental in
building a financially strong, operationally diverse organization which
remains uniquely positioned in its markets. I know I speak for others on
the Board and in management in recognizing his accomplishments here and we
thank him for his many contributions over the years."
Thomas reiterated that Concentra continues to forecast 1998
revenue growth of about 26% coupled with an anticipated 30% increase in
diluted earnings per share, before non-recurring charges. Moreover, with
cash balances in excess of $100 million and an unused credit facility of an
additional $100 million, the Company is well-positioned to execute its
strategies and achieve its growth objectives for this year and next, he
said.
Concentra Managed Care is the leading provider and comprehensive
outsource solution for cost containment and fully integrated care
management in the occupational, auto, and group healthcare markets.
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 1,400 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 85 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 259 physicians
located in 148 centers in 39 markets in 21 states.
This press release may contain 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, interruption in its data processing capabilities, operational,
financing and strategic risks related to the Company's growth strategy,
possible fluctuations in quarterly and annual operations, 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 filings with the Securities and Exchange Commission.
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