CONCENTRA OPERATING CORP
8-K, 2000-03-20
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               __________________

                                    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 16, 2000

                              ___________________

                        CONCENTRA OPERATING CORPORATION
             (Exact name of Registrant as specified in its charter)

          Nevada                       001-15699                75-282260
      (State or other            (Commission File Number)    (I.R.S. Employer
jurisdiction of incorporation)                            Identification Number)

 5080 Spectrum Drive
Suite 400 - West Tower                                             75001
   Addison, Texas                                               (Zip code)
(Address of principal
 executive offices)



       Registrant's telephone number, including area code: (972) 364-8000

                                312 Union Wharf
                          Boston, Massachusetts 02109
                 (former address if changed since last report)
<PAGE>

Item 5. Other Events

See the press release attached hereto as Exhibit 99.1 dated March 16, 2000
announcing Concentra Operating Corporation's closing of its exchange offer for
$190,000,000 13% Series A Senior Subordinated Notes due 2009 and its acceptance
of $175,000,000 in principal amount of notes tendered for exchange.

Item 7. Financial Statements and Exhibits

(c) Exhibits

99.1  Press Release of the Registrant dated March 16, 2000
<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 OPERATING CORPORATION
                            (Registrant)


                            By:   /s/ Richard A. Parr II
                                  ---------------------------------------------
                            Name:   Richard A. Parr II
                            Title:  Executive Vice President, General Counsel &
                                    Secretary

Date:  March 20, 2000
<PAGE>

                               INDEX TO EXHIBITS

EXHIBIT
NUMBER

99.1  Press Release of Registrant dated March 16, 2000

<PAGE>

                                  EXHIBIT 99.1



Contacts:  Daniel J. Thomas               Thomas E. Kiraly
           President and                  Executive Vice President and
           Chief Executive Officer        Chief Financial Officer
           (617) 367-2163                 (617) 619-5101


                        CONCENTRA OPERATING CORPORATION
                     CLOSES EXCHANGE OFFER FOR $190,000,000
                13% SERIES A SENIOR SUBORDINATED NOTES DUE 2009


     BOSTON, Mass. (March 16, 2000) - Concentra Operating Corporation
("Concentra") today announced that it has closed its offer to exchange the
outstanding, unregistered 13% senior subordinated notes of Concentra for new,
substantially identical 13% senior subordinated notes that will be free of the
transfer restrictions that apply to the old notes.  Concentra accepted
$175,000,000 in principal amount of old notes tendered for exchange.

     Concentra Operating Corporation is the successor to and a wholly owned
subsidiary of Concentra Managed Care, Inc.  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
facilities, with 210 centers located in 63 markets in 32 states. The Company has
approximately 1,050 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 86 service locations that provide specialized cost containment
services including utilization management, telephonic case management, first
notice of loss reporting, and retrospective bill review.


                                     -END-


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