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REGISTRATION NO. 33-98528
RULE 424(b)(5)
SUPPLEMENT TO PROSPECTUS,
DATED AUGUST 28, 1996
PhyCor, Inc.
3,000,000 Shares
Common Stock
___________________
The Prospectus, dated August 28, 1996 (the "Prospectus"), to
which this Supplement, dated November 19, 1996, is attached, relates to an
aggregate of up to 3,000,000 shares of PhyCor, Inc. (the "Company") 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 Securities Act of 1933, as amended, 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 resale, from time to time, by the
physicians listed on Schedule A hereto (each a "Physician") of up to an
aggregate of 21,371 shares (the "Shares") of Common Stock.
The Company issued a 7.0% Subordinated Convertible Note in
the principal amount of $762,681 (the "Note") to Medical Arts Clinic, P.C., a
North Dakota professional corporation (the "Clinic") in connection with the
acquisition by PhyCor of Minot, Inc., a Tennessee corporation and wholly-owned
subsidiary of the Company ("PhyCor-Minot"), of certain assets of the Clinic
pursuant to an Asset Purchase Agreement, effective as of August 1, 1996 (the
"Purchase Agreement"). On November 4, 1996, the Note was partially converted
into an aggregate of 19,842 shares of Common Stock, on November 7, 1996, the
Note was partially converted into an aggregate of 1,274 shares of Common Stock
and on November 11, 1996, the Note was partially converted into an aggregate of
255 shares of Common Stock. Following the partial conversions of the Note, the
Clinic distributed the Shares to the Physicians on a pro rata basis based on
the Physicians' respective ownership of the Clinic. Terms defined in the
Prospectus have the same meaning in this Supplement unless the context
otherwise requires.
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 November 19, 1996.
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Selling Shareholders
Each Physician is licensed to practice medicine pursuant to
the laws of the State of North Dakota and practiced medicine through the Clinic
prior to the transaction noted above. The Company, through PhyCor-Minot,
acquired substantially all of the assets of the Clinic pursuant to the Purchase
Agreement. In connection therewith, the Company issued the Note to the Clinic,
and on November 4, 1996, the Note was partially converted into an aggregate of
19,842 shares of Common Stock, on November 7, 1996, the Note was partially
converted into an aggregate of 1,274 shares of Common Stock and on November 11,
1996, the Note was partially converted into an aggregate of 255 shares of
Common Stock. Upon the partial conversions of the Note, the Shares were
distributed to the Physicians on a pro rata basis based on the Physicians'
respective ownership of the Clinic. The Shares may be resold by a Physician
through a registered broker-dealer in accordance with the terms of the
Prospectus. The aggregate number of Shares that may be resold by each Physician
is indicated on Schedule A hereto.
Plan of Offering
This Supplement relates to the reoffering, from time to time,
of the Shares through a registered broker-dealer. The resale of the Shares will
be effected through a registered broker-dealer in private or block transactions
in the over-the-counter market (including The Nasdaq Stock Market (National
Market)) or otherwise at fixed prices which may be changed, at market prices
prevailing at the time of the sale, at prices related to such prevailing market
price, or at negotiated prices. The broker-dealer may effect such transactions
by selling the Shares to or through other broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the purchasers of the 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 might be in excess of customary
commissions). As a result of the reoffering of the Shares pursuant to the
Prospectus, as supplemented hereby, the Company and the respective
broker-dealer may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933, as amended.
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SCHEDULE A
<TABLE>
<CAPTION>
===============================================================================
Number of
Name of Stock Owner Address Shares
- -------------------------------------------------------------------------------
<S> <C> <C>
David M. Blehm, M.D. 1409 12th Avenue SE
Minot, ND 58701 3,824
- -------------------------------------------------------------------------------
Julie A. Blehm, M.D. 1409 12th Avenue SE
Minot, ND 58701 3,824
- -------------------------------------------------------------------------------
Michael J. Holland, M.D. 2508 Bel Air Drive
Minot, ND 58703 3,733
- -------------------------------------------------------------------------------
Curt Ray, D.O. 2425 Brookside Drive
Minot, ND 58701 988
- -------------------------------------------------------------------------------
Melissa Ray, D.O. 2425 Brookside Drive
Minot, ND 58701 306
- -------------------------------------------------------------------------------
G. Mark Repp RR 4, Box 15B
Minot, ND 58701 746
- -------------------------------------------------------------------------------
Joe L. Smothers, D.O. RR 4, Box 164A
Minot, ND 58701 1,185
- -------------------------------------------------------------------------------
Bruce B. Swenson, M.D. 25 Hacienda Hills
Minot, ND 58701 2,550
- -------------------------------------------------------------------------------
Warren P. Morris, M.D. 1900 Meadowlark Drive
Minot, ND 58701 2,686
- -------------------------------------------------------------------------------
M. Byron Grubb, M.D. Rt. 1 Box 67
Burlington, ND 58722 1,274
- -------------------------------------------------------------------------------
Keith E. Folkert, M.D. 801 10th Avenue SE
Minot, ND 58701 255
- -------------------------------------------------------------------------------
Total 21,371
===============================================================================
</TABLE>
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