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): AUGUST 17, 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 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 1. CHANGE IN CONTROL OF REGISTRANT
See the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 dated
August 17, 1999 regarding the merger of Concentra Managed Care, Inc. with Yankee
Acquisition Corp. and the completion of Concentra's tender offer for
subordinated notes. Through the merger, Yankee acquired approximately 100% of
the shares of common stock of Concentra. As a result of the merger, Welsh,
Carson, Anderson & Stowe VIII, L.P. and certain of its affiliates own
approximately 87% of Concentra.
To finance the acquisition of Concentra, investors, including WCAS, invested
approximately $393,000,000 in equity financing, including the value of shares
and convertible subordinated notes already owned by WCAS. Additionally,
Concentra Operating Corporation, a wholly-owned subsidiary of Concentra, has
obtained financing in the form of $375,000,000 under new term loan facilities
and a new $100,000,000 revolving credit facility. Concentra Operating
Corporation has also raised approximately $190,000,000 through the issuance of
13% senior subordinated notes due 2009. Concentra has raised a net amount of
$110,000,000 through the issuance of 14% senior discount debentures due 2010
with warrants issued by Concentra exercisable for its common stock.
WCAS will appoint all of the directors of Concentra, with the exception of one
director who will be appointed by affiliates of Ferrer Freeman Thompson & Co.,
LLC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press Release of Registrant dated August 17, 1999 entitled
"CONCENTRA STOCKHOLDERS APPROVE MERGER WITH YANKEE ACQUISITION CORP."
99.2 Press Release of Registrant dated August 17, 1999 entitled
"CONCENTRA COMPLETES TENDER OFFER FOR SUBORDINATED NOTES"
<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:
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Name: Richard A. Parr II
Title: Executive Vice President, General Counsel &
Secretary
Date: August 20, 1999
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
99.1 Press Release of Registrant dated August 17, 1999 entitled
"CONCENTRA STOCKHOLDERS APPROVE MERGER WITH YANKEE ACQUISITION CORP."
99.2 Press Release of Registrant dated August 17, 1999 entitled
"CONCENTRA COMPLETES TENDER OFFER FOR SUBORDINATED NOTES"
Contact: Thomas E. Kiraly
Executive Vice President and
Chief Financial Officer
(617) 367-2163, Ext. 5101
CONCENTRA STOCKHOLDERS APPROVE
MERGER WITH YANKEE ACQUISITION CORP.
BOSTON, Mass. (August 17, 1999) - Concentra Managed Care, Inc.
(Nasdaq/NM: CCMC) today said that its stockholders, voting at a special meeting
today, have approved the Company's previously announced merger with Yankee
Acquisition Corp. With stockholder approval of the merger, Concentra has filed
articles of merger with the Delaware Secretary of State.
Under the terms of the merger, each of Concentra's approximately 47.3
million outstanding shares of common stock have been converted into the right to
receive $16.50 in cash. Concentra has appointed ChaseMellon Shareholder
Services, L.L.C. as the exchange agent for payment of the merger consideration.
Concentra anticipates that the exchange agent will contact stockholders soon
with instructions on how to receive payment for the shares. Accordingly, the
Company's common shares will no longer trade on the Nasdaq National Market.
Concentra 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 loss, 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 343 physicians located in 201 centers in 61 markets in 32 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.
-END-
Contact: Thomas E. Kiraly
Executive Vice President and
Chief Financial Officer
(617) 367-2163, Ext. 5101
CONCENTRA COMPLETES TENDER OFFER FOR SUBORDINATED NOTES
BOSTON, Mass. (August 17, 1999) - Concentra Managed Care, Inc.
(Nasdaq/NM: CCMC) today announced that it has completed previously announced
tender offers to purchase all of its outstanding 6% Convertible Subordinated
Notes due 2001 and its 4.5% Convertible Subordinated Notes due 2003. The tender
offers expired at 5:00 p.m., New York City time, today. As of the expiration
time of the tender offers, approximately $97,560,000 principal amount of the 6%
Convertible Subordinated Notes, representing approximately 99.8% of such
outstanding notes, and approximately $200,400,000 principal amount of the 4.5%
Convertible Subordinated Notes, representing approximately 87.1% of such
outstanding notes, had been tendered and accepted for payment.
Concentra 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 loss, 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 343 physicians located in 201 centers in 61 markets in 32 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.
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