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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): MARCH 10, 1998
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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 02109
BOSTON, MASSACHUSETTS (Zip code)
(Address of principal
executive offices)
Registrants 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 March
10, 1998 announcing the intention of Concentra Managed Care, Inc. (the
"Company") to make a Rule 144A offering of $200,000,000 aggregate principal
amount of unsecured convertible subordinated notes due 2003.
Also see the press release attached hereto as Exhibit 99.2 dated
March 11, 1998 announcing the Company's sale of a new issue of $200,000,000
aggregate principal amount of 4.50% Convertible Subordinated Notes due March
15, 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press Release of the Registrant dated March 10, 1998
99.2 Press Release of the Registrant dated March 11, 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/ Joseph F. Pesce
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Name: Joseph F. Pesce
Title: Executive Vice President and
Chief Financial Officer
Date: March 11, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
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99.1 Press Release of Registrant dated March 10, 1998
99.2 Press Release of Registrant dated March 11, 1998
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Exhibit 99.1
[CONCENTRA LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact:
Joseph F. Pesce, EVP and CFO
Concentra Managed Care, Inc.
(617) 367-2163, Ext. 5101
CONCENTRA MANAGED CARE, INC. ANNOUNCES PROPOSED PRIVATE PLACEMENT OF CONVERTIBLE
NOTES
Boston, MA (March 10, 1998)--Concentra Managed Care, Inc.
(Nasdaq/NM:CCMC) today announced that it intends to make a Rule 144A offering
of $200 million aggregate principal amount of unsecured convertible
subordinated notes due 2003. The Company also intends to grant the initial
purchasers in the offering an overallotment option to purchase an additional
$30 million of such notes. The Company intends to use the net proceeds of
the offering to repay bank indebtedness and for general corporate purposes.
The notes and the underlying common stock have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale of any securities in any jurisdiction in which
such offering would be unlawful.
Concentra Managed Care, Inc. is the leading provider of fully-integrated
care management and cost-containment services to the workers' compensation
and auto-injury marketplace. The Company's continuum of services are
provided through its network of 140 occupational health centers, 123 field
case management offices and 83 specialty cost containment locations.
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Exhibit 99.2
[CONCENTRA LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact:
Joseph F. Pesce, EVP and CFO
Concentra Managed Care, Inc.
(617) 367-2163, Ext. 5101
CONCENTRA MANAGED CARE, INC. ANNOUNCES THE SALE OF $200 MILLION OF CONVERTIBLE
SUBORDINATED NOTES
Boston, MA (March 11, 1998)--Concentra Managed Care, Inc. (Nasdaq/NM:CCMC)
announced Wednesday the sale of a new issue of $200 million aggregate principal
amount of 4.50% Convertible Subordinated Notes due March 15, 2003 (the "Notes").
The Notes will be convertible into the Company's common stock, at the
option of the holder, at a conversion price of $41.25 per share, representing
a conversion premium of 25% over yesterday's closing price. The Notes have
been sold through a private placement under Rule 144A of the Securities Act
of 1933 ("the Act"), as amended.
The Company intends to use the proceeds from the sale of the Notes to
repay existing debt and for general corporate purposes.
Neither the Notes nor the common stock issuable upon conversion have
been registered under the Act and may not be offered or sold in the United
States except pursuant to an effective registration or an applicable
exemption from the registration requirements of the Act and applicable state
laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale of any securities in any jurisdiction in which
such offering would be unlawful.
Concentra Managed Care, Inc. is the leading provider of fully-integrated
care management and cost-containment services to the workers' compensation
and auto-injury marketplace. The Company's continuum of services are
provided through its network of 140 occupational health centers, 123 field
case management offices and 83 specialty cost-containment locations.
