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): JULY 19, 1999
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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 Identification Number)
incorporation)
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)
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ITEM 5. OTHER EVENTS
See the press release attached hereto as Exhibit 99.1 dated July 19, 1999
announcing (i) the distribution of proxy materials in connection with Concentra
Managed Care, Inc.'s (the "Company"), special meeting of stockholders to
consider and act upon the Company's pending merger with Yankee Acquisition
Corp., (ii) the setting of August 17, 1999, as the date for the special meeting,
and (iii) the Company's reaching an agreement in principle to settle the
outstanding class action litigation filed in connection with the pending merger
in the New Castle County, Delaware, Chancery Court.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press Release of the Registrant dated July 19, 1999
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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
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Name: Richard A. Parr II
Title: Executive Vice President,
General Counsel &
Secretary
Date: July 19, 1999
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
99.1 Press Release of Registrant dated July 19, 1999
<PAGE>
EXHIBIT 99.1
Contact: Thomas E. Kiraly
Executive Vice President and
Chief Financial Officer
(617) 367-2163, Ext. 5101
CONCENTRA DISTRIBUTES PROXY MATERIALS
AND SETS DATE FOR SPECIAL MEETING
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ANNOUNCES SETTLEMENT OF CERTAIN LAWSUITS
BOSTON, Mass. (July 19, 1999) - Concentra Managed Care, Inc.
(Nasdaq/NM: CCMC) today announced that it has begun the distribution of proxy
materials to stockholders in connection with the Company's pending merger with
Yankee Acquisition Corp., a corporation formed by Welsh, Carson, Anderson &
Stowe (WCAS). Concentra has scheduled a special meeting of stockholders on
August 17, 1999, to consider and act on the merger proposal. Stockholders of
record as of the close of business on July 8, 1999 are entitled to notice of and
to vote at this special meeting.
As announced in March 1999, Concentra has agreed to merge with Yankee
Acquisition Corp. in a transaction valued at approximately $1.1 billion,
including assumed indebtedness. Under the terms of the merger, each of
Concentra's approximately 47.3 million outstanding shares of common stock will
be converted into the right to receive $16.50 in cash. The transaction is
structured to be accounted for as a recapitalization and Concentra will continue
to operate as an independent company under its current name and management.
Separately, Concentra announced that it has reached an agreement in
principle to settle the outstanding class action litigation filed in connection
with the merger in the Chancery Court for New Castle County, Delaware. Under the
terms of the settlement, Concentra has agreed to make certain amendments to its
special meeting proxy statement and to pay court-awarded legal fees and expenses
of the plaintiffs up to an agreed amount. In return, Concentra, WCAS and their
respective affiliates, officers, directors and other representatives will be
released from all claims of the class. The settlement is conditioned upon the
closing of the proposed merger, the execution of definitive settlement documents
and court approval.
-MORE-
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CCMC Sets Date for Special Meeting
Page 2
July 19, 1999
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. Currently, the Company operates the
nation's largest network of occupational healthcare centers, managing the
practices of approximately 334 physicians located in 188 centers in 55 markets
in 29 states. The Company has approximately 1,100 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 84 service locations that
provide specialized cost containment services including utilization management,
telephonic case management, first notice of loss reporting, and retrospective
bill review.
This press release contains 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, consummation of
transactions involving the acquisition of some or all of the Company's common
stock and related financing transactions, and 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, and 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.
Any offering of securities in connection with the merger will be made
only by means of a prospectus.
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