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REGISTRATION NO. 33-98528
FILED PURSUANT TO RULE 424(B)(5)
SUPPLEMENT TO PROSPECTUS,
DATED MAY 3, 1996
PHYCOR, INC.
2,000,000 SHARES
COMMON STOCK
______________
The Prospectus, dated May 3, 1996 (the "Prospectus"), to which
this Supplement, dated May 16, 1996, is attached (the "Supplement"), relates to
the resale by the holders thereof of up to 2,000,000 shares of the Company's
Common Stock, no par value per share ("Common Stock"), issued without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), in transactions not involving public offerings upon the conversion of
subordinated convertible notes issued or to be issued by the Company without
registration under the Securities 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 without registration under
the Securities Act in transactions not involving public offerings 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 of 10,000
shares of the Company's Common Stock (the "Shares") by Ronald R. Loeppke, M.D.
(the "Seller"). Such shares were issued to the Seller upon the partial exercise
of a Stock Purchase Warrant (the "Warrant") granted to the Seller by the
Company on February 20, 1992. The Company issued the Warrant to the Seller in
consideration for consulting services provided to the Company pursuant to an
Agreement, dated February 20, 1992, by and between the Seller and the Company
(the "Agreement").
Terms defined in the Prospectus have the same meaning in this
Supplement unless the context requires otherwise.
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.
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The date of this Supplement is May 16, 1996.
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Selling Shareholder
Pursuant to the Agreement, the Seller served as the
coordinator of the Company's outcomes management program (the "Program"). The
Seller's duties included (i) consulting with the Company's management and
physicians designated by the Company on the terms and structure of the Program
and (ii) assisting and formulating the Program. In consideration of the
services performed by the Seller, the Company granted the Warrant to the
Seller. The terms of the Warrant provide that the Seller has the right to
purchase an aggregate of 28,125 shares of Common Stock at an exercise price of
$7.11 per share. The Seller, in accordance with the terms of the Warrant,
partially exercised the Warrant on May 15, 1996.
Plan of Distribution
This Supplement relates to the reoffering of the Shares by the
Seller. The Seller has designated Equitable Securities Corporation
("Equitable"), a registered broker-dealer, as agent for the resale of the
Shares. The Shares will be sold in private or block transactions in the
over-the-counter market (including the Nasdaq Stock Market (National Market
System)) 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 Shares on behalf of the Seller. The Seller and/or Equitable 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 Seller, Equitable and/or 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
may be in excess of customary commissions). The Seller and/or Equitable and any
broker-dealers that act in connection with the sale of the Shares may be deemed
to be an "underwriter" within the meaning of Section 2(11) of the Act, and any
commissions received by (or discounts allowed to) them and any profit on the
resale of the Shares as principal may be deemed to be underwriting discounts
and commissions.
