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REGISTRATION NO. 33-98528
RULE 424(b)(5)
AMENDMENT TO SUPPLEMENT
TO PROSPECTUS, DATED AUGUST 28, 1996
PHYCOR, INC.
3,000,000 SHARES
COMMON STOCK
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The Prospectus, dated August 28, 1996 (the "Prospectus"), to
which this Amendment to Supplement, dated November 22, 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")
of PhyCor, Inc. (the "Company"), 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 (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 Amendment to 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 44,842 shares (the "Shares") of Common Stock. The
Supplement to which this Amendment relates was filed with the Commission on
January 18, 1996. Pursuant to an Asset Purchase Agreement, effective as of
October 1, 1994 (the "Purchase Agreement"), PhyCor of Boulder, Inc., a
Tennessee corporation and wholly-owned subsidiary of the Company
("PhyCor-Boulder"), acquired substantially all of the operating assets of
Boulder Medical Center, P.C., a Colorado professional corporation (the
"Clinic"). In connection with this transaction, the Company issued a 7.0%
Subordinated Convertible Note (the "Note") to the Clinic. On January 4, 1996,
the Company issued an aggregate of 180,762 shares of Common Stock to the
Clinic, upon the partial conversion of the Note. Following such partial
conversion of the Note, the Clinic resold 135,918 shares of Common Stock
pursuant to a supplement to the Prospectus dated January 4, 1996 and
distributed the Shares to the Physicians on a pro rata basis. Terms defined in
the Prospectus have the same meaning in this Amendment to Supplement unless the
context otherwise requires. 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.
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The date of this Amendment to Supplement is November 22, 1996
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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.
Selling Shareholders
Each Physician is licensed to practice medicine pursuant to
the laws of the State of Colorado and practiced medicine through the Clinic
prior to the transaction noted above. The Company, through PhyCor-Boulder,
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
in a transaction exempt from the registration requirements of the Act, and on
January 4, 1996, the Note was partially converted into an aggregate of 180,762
shares of Common Stock. Of these shares, 135,918 shares were resold by the
Clinic pursuant to a supplement to the Prospectus, dated January 4, 1996. The
Shares were then distributed to the Physicians on a pro rata basis. 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 Amendment to 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
National Market System) 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 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.
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SCHEDULE A
<TABLE>
<CAPTION>
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No. of
Name Address Shares
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<S> <C> <C>
Carole Christensen 720 Heartstrong
Superior, CO 80027 12,931
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Paul B. Cohen 420 Utica Avenue
Boulder, CO 80304 750
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William Erfling 606 Linden Park Drive 3,000
Boulder, CO 80302
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Robert Levine 4515 Palmer Court 1,500
Niwot, CO 80503
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William C. Lillydahl 2150 Linden Drive 13,621
Boulder, CO 80302
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Sherburne Macfarlan 1408 Sunshine Canyon 6,331
Boulder, CO 80302
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Donald McCormack 3835 Orange Court 3,750
Boulder, CO 80304
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Marilyn Newsom 58 Acorn Lane 1,500
Boulder, CO 80302
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Stuart Schwartz 3508 22nd Street 522
Boulder, CO 80304
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Steven Weiner 5479 Ptarmigan Circle 937
Boulder, CO 80301
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Total 44,842
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</TABLE>
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