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FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 33-98528
SUPPLEMENT TO PROSPECTUS,
DATED MAY 3, 1996
PHYCOR, INC.
3,000,000 SHARES
COMMON STOCK
___________________________
The Prospectus, dated May 3, 1996 (the "Prospectus"), to which
this Supplement, dated July 1, 1996, is attached (the "Supplement"), relates to
the resale by the holders thereof of up to 3,000,000 shares of the Company's
Common Stock, no par value per share ("Common Stock"), issued upon the
conversion of subordinated convertible notes issued or to be issued by the
Company without registration under the Act in connection with the acquisition
of the assets of single and multi-specialty medical clinics, the assets of
individual physician practices and the assets of related businesses, including,
but not limited to, management services organizations, consulting firms and
other physician management companies. In addition, this Prospectus also
relates to the resale by certain holders of Common Stock issued upon the
exercise of options granted by the Company prior to the adoption by the Company
of its stock incentive plans and warrants issued as consideration for (i)
consulting or other services provided or to be provided to the Company and (ii)
the execution of a management or service agreement with the Company or an
affiliate.
This Supplement relates to the proposed resale by Boulder
Medical Center, P.C., a Colorado professional corporation (the "Clinic"), of
2,475 shares of the Company's Common Stock issued to the Clinic upon the
partial conversion of a 7.0% Subordinated Convertible Note (the "Purchase
Note"). The Company issued the Purchase Note to the Clinic in connection with
the acquisition by PhyCor of Boulder, Inc., a Tennessee corporation and
wholly-owned subsidiary of the Company ("PhyCor-Boulder"), of certain assets of
the Clinic pursuant to an Asset Purchase Agreement between PhyCor and the
Clinic effective as of October 1, 1994 (the "Purchase Agreement").
Terms defined in the Prospectus have the same meaning in this
Supplement unless the context requires otherwise. All share numbers used
herein give effect to a three-for-two stock split of the Common Stock effected
on June 14, 1996 in the form of a 50% stock dividend.
THIS SUPPLEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
WRITTEN OR ORAL REQUEST, AT NO CHARGE, FROM THE COMPANY. REQUESTS SHOULD BE
DIRECTED TO PHYCOR, INC., 30 BURTON HILLS BOULEVARD, SUITE 400, NASHVILLE,
TENNESSEE 37215, ATTENTION: N. CAROLYN FOREHAND, VICE PRESIDENT AND GENERAL
COUNSEL.
___________________________
The date of this Supplement is July 1, 1996.
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Selling Shareholder
The Clinic operates a multi-specialty medical clinic in
Boulder, Colorado and maintains two satellite locations in the area. The
Clinic's principal office is located at 2750 Broadway, Boulder, Colorado 80304.
The Company, through PhyCor-Boulder, acquired substantially
all of the assets of the Clinic pursuant to the Purchase Agreement and in
connection therewith, the Company issued the Purchase Note to the Clinic. On
January 4, 1996, the Clinic partially converted the Purchase Note, in
accordance with its terms, into an aggregate of 180,762 shares of Common Stock.
The Clinic resold 135,918 of such shares pursuant to a Prospectus Supplement
dated January 4, 1996. The remaining shares were distributed on a pro rata
basis to certain of the Clinic's existing shareholders. On April 1, 1996, the
Clinic partially converted the Purchase Note, in accordance with its terms,
into an aggregate of 31,551 shares of Common Stock. The Clinic resold 17,241
of such shares pursuant to a Prospectus Supplement dated April 9, 1996. The
remaining shares were distributed on a pro rata basis to certain of the
Clinic's existing shareholders. On July 1, 1996, the Clinic partially
converted the Purchase Note, in accordance with its terms, into an aggregate of
11,424 shares of Common Stock. The Clinic intends to resell 2,475 of such
shares (the "Resale Shares") pursuant to the terms of the Prospectus and this
Prospectus Supplement. The remaining 8,949 shares will be distributed on a pro
rata basis to certain existing shareholders of the Clinic.
In connection with the acquisition of the assets of the
Clinic, PhyCor-Boulder entered into a Service Agreement, effective as of
October 1, 1994 (the "Service Agreement") with the Clinic. Pursuant to the
Service Agreement, PhyCor-Boulder provides the Clinic with the equipment and
facilities used in the medical practice of the Clinic, manages Clinic
operations and employs certain of the Clinic's non-medical professional
personnel in exchange for a service fee. The Service Agreement is in effect
for a term of 40 years and may only be terminated in limited circumstances.
Plan of Distribution
This Supplement relates to the resale of the Resale Shares by
the Clinic. The Clinic has designated Equitable Securities Corporation
("Equitable"), a registered broker-dealer, as agent for the resale of the
Resale Shares. The Resale Shares will be sold in private or block transactions
in the over-the-counter market (including the Nasdaq Stock Market's National
Market or otherwise at fixed prices which may be charged, at market prices
prevailing at the time of the sale, at prices related to such prevailing market
price, or at negotiated prices. Equitable has agreed to use its best efforts
to sell the Resale Shares on behalf of the Clinic. The Clinic and/or Equitable
may effect such transactions by selling the Resale Shares to or through other
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Clinic, Equitable and/or the
purchasers of the Resale Shares for whom such broker-dealers may act as agent
or to whom they may sell as principal or both (which compensation as to a
particular broker-dealer may be in excess of customary commissions). The
Clinic and/or Equitable and any broker-dealers that act in connection with the
sale of the Resale Shares may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act of 1933, as amended, and any
commissions received by (or discounts allowed to) them and any profit on the
resale of the Resale Shares as principal may be deemed to be underwriting
discounts and commissions.
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