SCHEDULE 13D
Amendment No. 1
Physicians Clinical Laboratory Incorporated
common stock
Cusip # 71940R104
Filing Fee: No
Cusip # 71940R104
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 508,950
Item 8: None
Item 9: 508,950
Item 10: None
Item 11: 508,950
Item 13: 7.79%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.01
par value (the "Shares") of Physicians Clinical Laboratory
Incorporated, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 2495
Natomas Park Drive, Sacramento, CA 95833.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). FMR is a holding company one of whose
principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
The Shares to which this statement relates are owned
directly by two of the Accounts.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned Shares purchased in
the aggregate 334,836 Shares for cash in the amount of
approximately $1,302,838, including brokerage commissions. The
Fidelity Funds used their own assets in making such purchase and
no part of the purchase price is represented by borrowed funds.
Proceeds from 254,475 Shares sold aggregated approximately
$830,481. The attached Schedule B sets forth Shares purchased
and/or sold since January 1, 1996.
The Accounts of FMTC which own or owned Shares purchased in
the aggregate 843,786 Shares for cash in the amount of
approximately $2,857,810, including brokerage commissions. The
Accounts used their own assets in making such purchase and no
part of the purchase price is represented by borrowed funds.
Proceeds from 254,475 Shares sold aggregated approximately
$830,481. The attached Schedule B sets forth Shares purchased
and/or sold since January 1, 1996.
On March 1, 1996, the Shares beneficially owned by the
Fidelity Funds and Accounts decreased by 160,722 Shares as a
result of the event described in Item 5(c) below.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity and FMTC in having the Fidelity
Funds and the Accounts purchase Shares is to acquire an equity
interest in the Company in pursuit of specified investment
objectives established by the Board of Trustees of the Fidelity
Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the
Fidelity Funds and the Accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares of sale at what they consider to be reasonable prices and
other investment opportunities that may be available to the
Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations of
the business prospects of the Company and upon other
developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions,
Fidelity may determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or
a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
FMR, Fidelity, and FMTC, beneficially own all 508,950
Shares.
(a) FMR beneficially owns, through FMTC, the managing agent
for the Accounts, 508,950 Shares, or approximately 7.79% of the
outstanding Shares of the Company. The number of Shares held by
the Fidelity Funds includes 508,950 Shares of common stock
resulting from the assumed conversion of $6,209,200 principal
amount of the Convertible Subordinated Debenture (81.9672 shares
of common stock for each $1000 principal amount of the
debenture). Neither FMR, Fidelity, FMTC, nor any of its
affiliates nor, to the best knowledge of FMR, any of the persons
named in Schedule A hereto, beneficially owns any other Shares.
The combined holdings of FMR, Fidelity, and FMTC, are 508,950
Shares, or approximately 7.79% of the outstanding Shares of the
Company.
(b) FMR, through its control of FMTC, investment manager to
the Accounts, and the Accounts each has sole dispositive power
over 508,949 Shares and sole power to vote or to direct the
voting of 508,949 Shares, and no power to vote or to direct the
voting of 1 Shares owned by the Accounts.
(c) On March 1, 1996, the reporting person's beneficial
ownership of Shares decreased by 160,722 Shares as a result of
(i) the termination of the reporting person's interest in one
Account and a Fidelity Fund (a private investment partnership)
and (ii) the termination of investment management agreements FMTC
and Fidelity had with such Account and Fidelity Fund,
respectively.
(d) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
DDJ Capital Management, LLC or an affiliate of such Company
("DDJ"), provides investment advisory consulting services for
FMTC's use in connection with FMTC's investment management of two
Accounts. DDJ is not a direct or indirect subsidiary or
affiliate of FMR Corp. or FMTC; DDJ has no shared or sole voting
or dispositive power or any other investment discretion with
respect to such securities or any other securities owned by
Accounts managed by FMTC.
Except as may otherwise be described herein, neither FMR nor
any of its affiliates nor, to the best knowledge of FMR, any of
the persons named in Schedule A hereto has any joint venture,
finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
On the date of this report, two Accounts hold interests
under a Credit Agreement entered into as of April 1, 1994, as
amended, by and among the Company and certain financial
institutions. As previously reported by the Company, certain
events of default have occurred under this credit facility;
accordingly, the Company is presently discussing with the holders
of such debt (including the Accounts who hold such debt) the
resolution of these defaults, including possibly a restructuring
of the credit facility. The Accounts who hold such debt have
not, as of the date of this report, entered into any agreement
with the Company with respect to any security of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
FMR Corp.
DATE: March 12, 1996 By: /s/Arthur
Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer
