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As filed with the Securities and Exchange Commission on August 28, 1996
Registration No. 33-66210
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PHYCOR, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 8099 62-1344801
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code Number)
30 BURTON HILLS BLVD., SUITE 400
NASHVILLE, TENNESSEE 37215
(615) 665-9066
Address, including ZIP code, and telephone number
including area code, of registrant's principal executive office)
JOSEPH C. HUTTS
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PHYCOR, INC.
30 BURTON HILLS BOULEVARD, SUITE 400
NASHVILLE, TENNESSEE 37215
(615) 665-9066
(Name, address, including ZIP code, and telephone number
including area code, of agent for service)
-----------------------
COPY TO:
J. CHASE COLE, ESQ.
WALLER LANSDEN DORTCH & DAVIS, PLLC
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
NASHVILLE, TENNESSEE 37219
(615) 244-6380
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Approximate date of commencement of proposed sale to the public: From
time to time after the Effective Date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
-----------------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
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PHYCOR, INC.
<TABLE>
<CAPTION>
Items of Form S-4 Prospectus Caption or Location
----------------- ------------------------------
<S> <C> <C>
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and Outside Front Cover Facing Page of Registration Statement;
Page of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Prospectus . . . . . Inside Front Cover Page of Prospectus
3. Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . The Company; Risk Factors
4. Terms of the Transaction . . . . . . . . . . . . . . . . . . . . . Inapplicable
5. Pro Forma Financial Information . . . . . . . . . . . . . . . . . Inapplicable
6. Material Contracts with the Company Being Acquired . . . . . . . . Inapplicable
7. Additional Information Required for Reoffering by Persons and
Parties Deemed to be Underwriters . . . . . . . . . . . . . . . . Selling Shareholders
8. Interests of Named Experts and Counsel . . . . . . . . . . . . . . Experts; Legal Matters
9. Disclosure of Commission Position on Idemnification for
Securities Act Liabilities . . . . . . . . . . . . . . . . . . . . Inapplicable
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to S-3 Registrants . . . . . . . . . . . The Company
Incorporation of Certain Information by
11. Incorporation of Certain Information by Reference . . . . . . . . Reference
12. Information with Respect to S-2 or S-3 Registrants . . . . . . . . Inapplicable
13. Incorporation of Certain Information by Reference . . . . . . . . Inapplicable
14. Information with Respect to Registrants Other than S-3 or S-2
Registrants . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to S-3 Companies . . . . . . . . . . . . Inapplicable
16. Information with Respect to S-2 or S-3 Companies . . . . . . . . . Inapplicable
17. Information with Respect to Companies Other than S-3 or S-2
Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or Authorizations are to be
Solicited . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
19. Information if Proxies, Consents or Authorizations are not to
be Solicited in an Exchange Offer . . . . . . . . . . . . . . . . Inapplicable
</TABLE>
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EXPLANATORY NOTE
In accordance with Securities and Exchange Commission Rule 416, the
Prospectus included herein has been revised solely to increase the number of
shares offered thereby to reflect all stock dividends through the date of the
Prospectus.
<PAGE> 4
Prospectus
5,062,500 SHARES
PHYCOR, INC.
COMMON STOCK
----------------
This Prospectus relates to 5,062,500 shares of Common Stock, no par value
per share (the "Common Stock"), of PhyCor, Inc. ("PhyCor" or the "Company")
which may be offered by the Company from time to time in connection with its
acquisitions of the assets or stock of individual physician practices and
single- and multi-specialty medical clinics. The consideration for the
acquisition of the assets or stock of such entities may consist of cash,
subordinated convertible notes, the assumption of liabilities and shares of
Common Stock, or any combination thereof, as determined pursuant to arms-length
negotiations between the Company and the sellers of the assets to be acquired.
It is anticipated that shares of Common Stock issued in any such acquisitions
will be valued at a price reasonably related to the then current market value
of the Common Stock.
The shares issued by the Company pursuant to acquisitions of the assets of
individual physician practices and single and multi-specialty clinics may be
reoffered by the holders thereof (the "Selling Shareholders") from time to time
in transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the shares, or a combination of such methods
of sale, at fixed prices which may be changed, at market prices prevailing at
the time of sale, at prices relating to the prevailing market prices, or
negotiated prices. The Selling Shareholders may effect such transactions by
selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders or the purchasers of shares from whom such
broker-dealer 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).
The Company will not receive any part of the proceeds from the sale by the
Selling Shareholders of the shares of Common Stock received hereby. The
Company will bear all expenses (other than selling discounts and commissions
and fees and expenses of the Selling Shareholders) in connection with the
registration of the shares being offered by the Selling Shareholders.
----------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" APPEARING ON
PAGES 4 THROUGH 7.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY AND
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
August 28, 1996
<PAGE> 5
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-4 declared
effective on September 16, 1993, including amendments thereto, if any, relating
to the Common Stock offered hereby (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"). This Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits and schedules thereto. Statements contained in this Prospectus as
to the contents of any contract or other document referred to are not
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
as previously filed with the Commission and incorporated herein by reference.
For further information with respect to the Company and the Common Stock
offered hereby, reference is made to such Registration Statement, exhibits and
schedules. A copy of the Registration Statement may be inspected by anyone
without charge at the Commission's principal office at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part
thereof may be obtained from the Commission upon payment of certain fees
prescribed by the Commission.
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Commission. The
reports, proxy statements and other information may be inspected and copied at
the offices of the Commission as stated above or at its regional offices
located in the Northwestern Atrium Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material also can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's Common Stock is listed on The Nasdaq
Stock Market's National Market System, and such reports, proxy statements and
other information can also be inspected at the offices of Nasdaq Operations,
1735 K Street, N.W., Washington, D.C. 20006.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996; and
(4) The description of the Company's Common Stock contained in the
Company's Registration Statements on Form 8-A, dated
January 8, 1992 and March 8, 1994, respectively.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of Common Stock hereunder shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the filing date of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing herein is qualified in its entirety by the
information appearing in the documents incorporated herein by reference.
THIS PROSPECTUS 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. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE FINAL
INVESTMENT DECISION MUST BE MADE.
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RISK FACTORS
In addition to the other information in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Shares offered hereby and any accompanying Prospectus Supplement or
Post-Effective Amendment, as applicable.
No Assurance of Continued Rapid Growth. The Company's continued
growth is dependent upon its ability to achieve significant consolidation of
multi-specialty medical clinics, to sustain and enhance the profitability of
those clinics and to develop and manage independent practice associations
("IPAs"). The process of identifying suitable acquisition candidates and
proposing, negotiating and implementing an economically feasible affiliation
with a physician group or formation or management of a physician network is
lengthy and complex. Clinic and physician network operations require intensive
management in a dynamic marketplace increasingly subject to cost containment
pressures. There can be no assurance that PhyCor will be able to sustain its
historically rapid rate of growth. The success of PhyCor's strategy to develop
and manage IPAs is largely dependent upon its ability to form networks of
physicians, to obtain favorable payor contracts, to manage and control costs
and to realize economies of scale. Many of the agreements entered into by
physicians participating in PhyCor-managed IPAs are not exclusive arrangements.
The physicians, therefore, could join competing networks or terminate their
relationships with the IPAs. There can be no assurance that PhyCor will
continue to be successful in establishing new IPA networks or maintaining
relationships with affiliated physicians. See "The Company-Physician
Networks."
Additional Financings. The Company's multi-specialty medical clinic
acquisition and expansion program and its IPA development and management plans
require substantial capital resources. The operations of its existing clinics
require ongoing capital expenditures for renovation and expansion and the
addition of costly medical equipment and technology utilized in providing
ancillary services. The Company may also, in certain circumstances, acquire
real estate in connection with clinic acquisitions. The Company will require
additional financing for the development of additional IPAs and expansion and
management of its existing IPAs. The Company expects that its capital needs
over the next several years will exceed capital generated from operations. The
Company plans to incur indebtedness and to issue, from time to time, additional
debt or equity securities, including the issuance of Common Stock or
convertible notes in connection with the types of transactions identified on
the cover page of this Prospectus. The Company's bank credit facility requires
the lenders' consent for borrowings in connection with the acquisition of
certain clinic assets. There can be no assurance that sufficient financing
will be available or available on terms satisfactory to the Company.
Competition. The business of providing health care related services
is highly competitive. Many companies, including professionally managed
physician practice management companies, have been organized to pursue the
acquisition of medical clinics, manage such clinics, employ clinic physicians
or provide services to IPAs. Large hospitals, other multi-specialty clinics
and other health care companies, health maintenance organizations ("HMOs") and
insurance companies are also involved in activities similar to those of the
Company. Some of these competitors have longer operating histories and
significantly greater resources than the Company. There can be no assurance
that the Company will be able to compete effectively, that additional
competitors will not enter the market, or that such competition will not make
it more difficult to acquire the assets of multi-specialty clinics on terms
beneficial to the Company. See "The Company - Physician Networks."
Risks Associated with Capitation; Reliance on Physician Networks.
Many of the payor contracts entered into on behalf of PhyCor-managed IPAs are
based on capitated fee arrangements. Under capitation arrangements, health
care providers bear the risk, subject to certain loss limits, that the
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aggregate costs of providing medical services to the members will exceed the
premiums received. The management fees are based, in part, upon a share of
surplus, if any, of a capitated amount of revenue. Agreements with payors also
contain "shared risk" provisions under which the Company and the IPA can earn
additional compensation based on utilization of hospital services by members
and may be required to bear a portion of any loss in connection with such
"shared risk" provisions. Any such losses could have a material adverse effect
on the Company. The profitability of the managed IPAs is dependent upon the
ability of the providers to effectively manage the per patient costs of
providing medical services and the level of utilization of medical services.
The management fees are also based upon a percentage of revenue collected by
the IPAs. Any loss of revenue by the IPAs as a result of losing affiliated
physicians, the termination of third party payor contracts or otherwise could
have a material adverse effect on management fees derived by the Company from
its management of IPAs. Through its service agreements, the Company also
shares in capitation risk assumed by its affiliated physician groups.
Risks of Changes in Payment for Medical Services. The profitability
of the Company may be adversely affected by Medicare and Medicaid regulations,
cost containment decisions of third party payors and other payment factors over
which the Company has no control. The federal Medicare program has undergone
significant legislative and regulatory changes in the reimbursement and fraud
and abuse areas, including the adoption of the resource-based relative value
scale ("RBRVS") schedule for physician compensation under Medicare, which may
continue to have a negative impact on the Company's revenue. Efforts to
control the cost of health care services are increasing. Many of the Company's
physician groups are becoming affiliated with provider networks, managed care
organizations and other organized health care systems, which often provide
fixed fee schedules or capitation payment arrangements that are lower than
standard charges. Future profitability in the changing health care
environment, with differing methods of payment for medical services, is likely
to be affected significantly by management of health care costs, pricing of
services and agreements with payors. Because the Company derives its revenues
from the revenues generated by its affiliated physician groups and from its
managed IPAs, further reductions in payments to physicians generally or other
changes in payment for health care services could have an adverse effect on the
Company.
Additional Regulatory Risks. The health care industry and
physicians' medical practices are highly regulated at the state and federal
levels. Because of the uniqueness of the structure of the relationships
between the Company and the physician groups and its managed IPAs, there can be
no assurance that review of the Company's business by courts or health care,
tax, labor or other regulatory authorities will not result in determinations
that could adversely affect the operations of the Company or that the health
care regulatory environment will not change in a manner that would restrict the
Company's existing operations or limit the expansion of the Company's business
or otherwise adversely affect the Company. Many state laws restrict the
unlicensed practice of medicine, the splitting or sharing of fees with
non-physician entities and the enforcement of non-competition agreements.
Federal law prohibits the offer, payment, solicitation or receipt of any form of
remuneration in return for the referral of Medicare or state health program
patients or patient care opportunities, or in return for the purchase, lease or
order of items or services that are covered by Medicare or state health
programs. In addition, federal law requires that physician groups be included
within a definition of group practice in order to be permitted to make referrals
within the group. Federal law also prohibits conduct that may result in
price-fixing or other anticompetitive conduct. In addition to criminal
penalties, violators may be excluded from participation in Medicare or state
health programs. Although management of the Company believes the operations of
the Company are in material compliance with existing law, there can be no
assurance that the Company's existing agreements with its physicians including
service agreements or IPA management agreements will not be successfully
challenged.
Applicability of Insurance Regulations. The Company, through its
IPAs, enters into contracts and joint ventures with licensed insurance
companies, such as HMOs, whereby the Company and its IPAs
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assume risk in connection with the providing of health care services under
capitation arrangements. To the extent the Company or its managed IPAs are in
the business of insurance as a result of entering into such risk sharing
arrangements, they are subject to a variety of regulatory and licensing
requirements applicable to insurance companies or HMOs. There can be no
assurance that PhyCor or its managed IPAs will not be adversely affected by
such regulations. In connection with multi-specialty medical clinic
acquisitions, the Company has and may continue to acquire HMOs previously
affiliated with such clinics. The HMO industry is highly regulated at the
state level and is highly competitive. Additionally, the HMO industry has been
subject to numerous legislative initiatives within the past several years.
Certain aspects of health care reform legislation may have direct or indirect
consequences for the HMO industry. There can be no assurance that developments
in any of these areas will not have an adverse effect on the Company's
wholly-owned HMOs or on HMOs in which the Company has a partial ownership
interest or other financial involvement.
Risks Inherent in Provision of Medical Services. The physician
groups with which the Company affiliates and the physicians participating in
networks developed and managed by the Company are involved in the delivery of
health care services to the public and, therefore, are exposed to the risk of
professional liability claims. Claims of this nature, if successful, could
result in substantial damage awards to the claimants which may exceed the
limits of any applicable insurance coverage. Insurance against losses related
to claims of this type can be expensive and varies widely from state to state.
The Company does not control the practice of medicine by affiliated physicians
or the compliance with certain regulatory and other requirements directly
applicable to physicians, physician networks and physician groups. The Company
is indemnified under its service agreements for claims against the physician
groups, maintains liability insurance for itself and negotiates liability
insurance for the physicians affiliated with its clinics and under its
management agreements for claims against the IPAs and physician members.
Successful malpractice claims asserted against the physician groups, the
managed IPAs, or the Company, however, could have a material adverse effect on
the Company.
Impact of Health Care Reform. Although proposed federal legislation
to provide greater control on health care spending has not been enacted by
Congress to date, there can be no assurance that federal health care
legislation will not be adopted in the future. Some states are also adopting
health care programs and initiatives as a replacement for Medicaid. There can
be no assurance that the adoption of such legislation, programs or initiatives
will not have a material adverse effect on the Company.
Dependence on Affiliated Physicians. Substantially all of the
Company's revenue is derived from service or management agreements with the
Company's affiliated clinics, the loss of certain of which could have a
material adverse effect on the Company. In addition, any material decline in
revenue by the Company's affiliated physician groups, whether as a result of
physicians leaving the affiliated physician groups or otherwise, could have a
material adverse effect on the Company.
Risk Associated with PhyCor Management Corporation ("PMC"). PMC, an
entity in which the Company owns a minority interest, has been organized to
develop and manage IPAs and provide development and management services to
physician organizations, including assisting in the formation of prospective
PhyCor clinics. PMC is managed by the Company and has a Company executive
officer on its Board of Directors. PMC expects to operate at a loss during its
first few years of operations. The Company will recognize a pro rata portion
of PMC's losses equal to the Company's minority equity interest in PMC. PMC
has been organized so as not to be consolidated with the Company. Changes in
structure or accounting rules or the exercise by the Company of its option to
purchase PMC's Class B Common Stock prior to such time, if any, as PMC shall
have become profitable could result in the Company being required to
consolidate the operations of PMC. Such consolidation could cause the Company
to recognize a greater percentage of PMC's operating losses which could have a
material adverse effect on the Company. See "The Company - Physician
Networks."
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Anti-takeover Considerations. The Company is authorized to issue up
to 10,000,000 shares of preferred stock, the rights of which may be fixed by
the Board of Directors. In February 1994, the Board of Directors approved the
adoption of a Shareholder Rights Plan (the "Plan"). The Plan is intended to
encourage potential acquirors to negotiate with the Company's Board of
Directors and to discourage coercive, discriminatory and unfair proposals. The
Company's stock incentive plans provide for the acceleration of the vesting of
options in the event of a change in control, and the Company's Restated Charter
provides for the classification of its Board of Directors into three classes,
with each class of directors serving staggered terms of three years. In May
1996, the Company's shareholders approved an increase in the number of
authorized shares of Common Stock to 250,000,000. Provisions in the executive
officers' employment agreements provide for post-termination compensation,
including payment of certain of the executive officers' salaries for 24 months,
following a change in control. Most physician groups may terminate their
service agreements with the Company in certain events, including a change in
control of the Company which is not approved by a majority of the Company's
Board of Directors. The former shareholders of North American Medical
Management, Inc., an entity acquired by the Company in January 1995 which
develops and manages IPAs ("North American"), have the right to repurchase the
capital stock of North American in the event of a change of control. A change
in control of the Company also constitutes an event of default under the
Company's bank credit facility. The foregoing matters may, together or
separately, have the effect of discouraging or making more difficult an
acquisition or change of control of the Company.
THE COMPANY
COMPANY OVERVIEW
As of August 26, 1996, the Company owned and operated 40 clinics with
approximately 2,400 physicians in 22 states and manages IPAs with over 7,000
physicians in 14 markets. The Company's clinics and IPAs provide capitated
medical services to approximately 682,000 members, including approximately
85,000 Medicare members. PhyCor's objective is to organize physicians into
professionally managed networks that assist physicians in assuming increased
responsibility for delivering cost-effective medical care while attaining
high-quality clinical outcomes.
MULTI-SPECIALTY MEDICAL CLINICS
A multi-specialty medical clinic provides a wide range of primary and
specialty physician care and ancillary services through an organized physician
group practice representing various medical specialties. Multi-specialty
medical clinics historically have been locally owned organizations managed by
practicing physicians.
The Company, in conjunction with its affiliated physician
organizations, achieves growth through the expansion of managed care
relationships, the addition of physicians and the addition and expansion of
ancillary services. In addition, the Company develops physician networks around
its physician groups to enhance managed care contracting and to provide the
physician component of organized health care systems. Effective January 1,
1995, the Company acquired all of the outstanding shares of capital stock of
North American, which operates and manages IPAs. Physicians in affiliated
physician groups may participate in IPAs developed and managed by North
American. See "Physician Networks." The Company is also positioning the clinics
for participation in organized health care systems by establishing strategic
alliances with health maintenance organizations, insurers, hospitals and other
health care providers and by enhancing medical management systems.
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Upon the acquisition by the Company of a clinic's operating assets
the affiliated physician group simultaneously enters into a long-term service
agreement with the Company. The Company, under the terms of the service
agreement, provides the physician group with the equipment and facilities used
in their medical practice, manages clinic operations, employs most of the
clinic's non-physician personnel, other than certain diagnostic technicians,
for which it receives a service fee.
The physician groups offer a wide range of primary and specialty
physician care and ancillary services. Approximately one-half of PhyCor's
affiliated physicians are primary care providers. The primary care physicians
are those in family practice, general internal medicine, obstetrics, pediatrics
and emergency and urgent care. The Company works closely with the physician
groups in targeting and recruiting physicians from outside the community and
merging physicians in sole practice or single specialty groups, especially
primary care groups, into the clinics' physician groups. Substantially all of
the physicians practicing in the clinics are certified or eligible to be
certified by the applicable specialty boards.
The Company's affiliated physicians maintain full professional
control over their medical practices, determine which physicians to hire or
terminate and set their own standards of practice in order to promote high
quality health care. Pursuant to its service agreements with physician groups,
the Company manages all aspects of the clinic other than the provision of
medical services, which is controlled by the physician groups. At each clinic,
a joint policy board equally comprised of physicians and Company personnel
focuses on strategic and operational planning, marketing, managed care
arrangements and other major issues facing the clinic. The joint policy board
involves experienced health care managers in the decision-making process and
brings increased discipline and accountability to clinic operations.
The Company negotiates national arrangements that provide cost
savings to the clinics through economies of scale in malpractice insurance,
supplies and equipment. The Company has a productivity resource program that
aligns staffing with volume and service needs. Upon assuming the operations of
a clinic, the Company implements a standard set of business policies and
reviews the procedure coding practices in each clinic. The Company's new
information processing system is now available in several of the Company's
clinics and is expected to be implemented in additional clinics in the future.
This system provides an expanded capability for accounting, billing,
receivables tracking, scheduling, and management reporting.
PHYSICIAN NETWORKS
IPAs offer physicians an opportunity to participate in expanding
organized health care systems and assistance in contracting with insurance and
HMO organizations and other large purchasers of health care services. IPAs
consolidate independent physicians by providing general organizational
structure and management to the physician network. IPAs provide or contract for
medical management services to assist physician networks in obtaining and
servicing managed care contracts. Physicians affiliated with IPAs often seek
additional practice management services, including billing, staffing and
financial management services, which are provided in certain circumstances by
management service organizations ("MSOs").
Primarily through North American, the Company establishes management
companies through which all health plan contracts are negotiated. These
management companies, in which physicians may have an equity interest, provide
information and operating systems, actuarial and financial analysis, medical
management and provider contract services to the IPA. The Company assists
physicians in forming networks to develop a managed care delivery system in
which the IPA accepts fiscal responsibility for providing a wide range of
medical services. The Company intends to continue to
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develop primary care-oriented health delivery systems. It is anticipated that
the Company will target markets that do not have established managed care
networks but are in need of physician networks.
In June 1995, the Company purchased a minority interest in PMC by
acquiring all the outstanding shares of PMC's Class C Common Stock, and the
Company and PMC completed an offering of units consisting of shares of PMC
Class B Common Stock and ten-year warrants to purchase 348,004 shares of the
Company's Common Stock at $15.39 per share. PMC intends to develop and manage
networks of physicians through IPAs and MSOs with which PMC will enter into
long-term relationships. The Company provides services to PMC pursuant to a
ten-year administrative services agreement and has an option to purchase the
remaining equity interest of PMC prior to the end of May 2005.
SELLING SHAREHOLDERS
The Company intends to offer from time to time shares of its Common
Stock in connection with its acquisition of the assets or stock of individual
physician practices and single and multi-specialty clinics. The recipients of
the shares issued in connection with such transactions may determine to reoffer
such shares to the public. The identity of the Selling Shareholders and the
number of shares and price per share of Common Stock offered by the Company
will be determined at the time of the consummation of the particular
acquisition. Specific information regarding the transaction, the identity of
the Selling Shareholders, and the number of shares to be offered and/or
reoffered shall be provided at the time of such acquisition by means of a
post-effective amendment or prospectus supplement, as applicable.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common
Stock offered hereby will be passed upon for the Company by Waller Lansden
Dortch & Davis, a Professional Limited Liability Company, Nashville City
Center, Nashville, Tennessee.
EXPERTS
The Consolidated Financial Statements of PhyCor incorporated herein
by reference have been included in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, upon the authority of
such firm as experts in accounting and auditing.
9
<PAGE> 13
<TABLE>
============================================================ ==========================================================
<S> <C>
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE
OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON
OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, 5,062,500 SHARES
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
PHYCOR, INC.
COMMON STOCK
---------------
---------------
PROSPECTUS
---------------
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . 2
Incorporation of Certain Information By Reference . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . 4 August 28, 1996
The Company . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders . . . . . . . . . . . . . . . . 9
Legal Matters . . . . . . . . . . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . . . . . . . . 9
============================================================ ==========================================================
</TABLE>
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article 8 of the Registrant's Amended Bylaws provides as follows:
The Corporation may indemnify, and upon request may advance expenses
to, any person (or the estate of any person) who was or is a party to,
or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in the
right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is
or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability incurred in the action, suit or
proceeding, despite the fact that such person has not met the standard
of conduct set forth in Section 48-18-502(a) of the Tennessee
Business Corporation Act (the "Act") or would be disqualified for
indemnification under Section 48-18-502(d) of the Act, if a
determination is made by the person or persons enumerated in Section
48-18-502(b) of the Act that the director or officer seeking
indemnification is liable for (i) any breach of the duty of loyalty to
the Corporation or its shareholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law or (iii) voting for or assenting to a distribution in
violation of the Act.
Section 7 of the Registrant's Restated Charter provides as follows:
The Corporation shall indemnify, and upon request shall advance
expenses to, in the manner and to the full extent permitted by law,
any person (or the estate of any person) who was or is a party to, or
is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether or not by or in the
right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is
or was a director, officer, or employee of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (an
"indemnitee"). The indemnification provided herein shall not be
deemed to limit the right of the Corporation to indemnify any other
person for any such expenses to the full extent permitted by law, nor
shall it be deemed exclusive of any other rights to which any person
seeking indemnification from the Corporation may have or hereafter
acquire under this Charter or the Bylaws of the Corporation or under
any agreement or vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office; provided,
however, that the Corporation shall not indemnify any such indemnitee
in connection with a proceeding (or part thereof) if a judgment or
other final adjudication adverse to the indemnitee establishes his
liability (i) for any breach of the duty of loyalty to the Corporation
or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or
(iii) under Section 48-18-304 of the Tennessee Business Corporation
Act.
(b) In addition to the foregoing provisions of the Amended Bylaws and
Restated Charter of the Registrant, directors, officers, employees and agents
of the Registrant may be indemnified by the Registrant, pursuant to the
provisions of Section 48-18-501 et seq. of the Tennessee Code Annotated.
(c) In addition, the Registrant maintains directors and officers
liability insurance.
II-1
<PAGE> 15
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ -----------------------
<S> <C> <C>
3.1 -- Restated Charter of the Registrant (c)
3.2 -- Amendment to Restated Charter of the Registrant (d)
3.3 -- Amendment to Restated Charter of the Registrant (a)
3.4 -- Amended Bylaws of the Registrant (c)
4.1 -- Form of Common Stock Certificate (e)
5 -- Opinion of Waller Lansden Dortch & Davis, a Professional
Limited Liability Company, including consent (b)
21 -- List of subsidiaries of the Registrant (a)
23.1 -- Consent of KPMG Peat Marwick LLP (a)
23.2 -- Consent of Waller Lansden Dortch & Davis, a Professional
Limited Liability Company (b)
24 -- Power of Attorney (b)
</TABLE>
- ----------------
(a) Filed herewith.
(b) Previously filed.
(c) Incorporated by reference to the exhibits filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994,
Commission No. 0-19786.
(d) Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-3, Registration No. 33-93018.
(e) Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-44123.
(b) Financial Statement Schedules
All financial statement schedules are incorporated herein by
reference to the Annual Report on Form 10- K for the year ended
December 31, 1995.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b), if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
II-2
<PAGE> 16
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) For the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant, pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted
against the Registrant by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on August 28,
1996.
PHYCOR, INC.
By: /s/ Joseph C. Hutts
-----------------------------------
Joseph C. Hutts
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Director August 28, 1996
- ----------------------------------
Ronald B. Ashworth
* Director August 28, 1996
- ----------------------------------
Sam A. Brooks, Jr.
* Executive Vice President, August 28, 1996
- ---------------------------------- Corporate Services and
Thompson S. Dent Director
* Director August 28, 1996
- ----------------------------------
Winfield Dunn
* Director August 28, 1996
- ----------------------------------
C. Sage Givens
* Director August 28, 1996
- ----------------------------------
Joseph A. Hill, M.D.
</TABLE>
II-4
<PAGE> 18
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Joseph C. Hutts Chairman of the Board, August 28, 1996
- ---------------------------------- President, Chief Executive
Joseph C. Hutts Officer (Principal Executive
Officer) and Director
/s/ John K. Crawford Vice President, Treasurer August 28, 1996
- ---------------------------------- and Chief Financial Officer
John K. Crawford (Principal Financial and
Accounting Officer)
* Director August 28, 1996
- ----------------------------------
James A. Moncrief, M.D.
* Executive Vice President, August 28, 1996
- ---------------------------------- Development and Director
Derril W. Reeves
* Executive Vice President, August 28, 1996
- ---------------------------------- Operations and Director
Richard D. Wright
* By: /s/ Joseph C. Hutts
----------------------------
Joseph C. Hutts
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Page Number
- -------------- -----------
<S> <C>
3.1 Restated Charter of the Registrant (c)
3.2 Amendment to Restated Charter of the Registrant (d)
3.3 Amendment to Restated Charter of the Registrant (a)
3.4 Amended Bylaws of the Registrant (c)
4.1 Form of Common Stock Certificate (e)
5 Opinion of Waller Lansden Dortch & Davis, a Professional Limited
Liability Company, including consent (b)
21 List of subsidiaries of the Registrant (a)
23.1 Consent of KPMG Peat Marwick LLP (a)
23.2 Consent of Waller Lansden Dortch & Davis, a Professional Limited
Liability Company (b)
24 Power of Attorney (b)
</TABLE>
_________________________
(a) Filed herewith.
(b) Previously filed.
(c) Incorporated by reference to the exhibits filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994,
Commission No. 0-19786.
(d) Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-3, Registration No. 33-93018.
(e) Incorporated by reference to the exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-44123.
II-6
<PAGE> 1
EXHIBIT 3.3
ARTICLES OF AMENDMENT TO THE RESTATED CHARTER
OF
PHYCOR, INC.
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-20-106 of the Tennessee Code
Annotated, the undersigned corporation submits this Amendment to its Restated
Charter for the purpose of increasing the number of authorized shares of common
stock:
ARTICLE ONE
The name of the corporation is PhyCor, Inc.
ARTICLE TWO
The following resolution amending the Restated Charter of PhyCor, Inc.
(the "Company"), was duly adopted by the Board of Directors of the Company at a
meeting duly held on February 16, 1996:
RESOLVED, that, subject to the approval of the shareholders of the
Company, the Company hereby proposes and declares it advisable to increase the
number of shares of Common Stock which the Company shall have the authority to
issue by deleting in its entirety Section 5(a) of the Company's Restated
Charter and replacing such Section 5(a) with a new Section 5(a) which shall
read as follows:
Two Hundred Fifty Million (250,000,000) shares of Common
Stock, such shares having unlimited voting rights as a class
with each share entitled to one (1) vote per share and such
class of shares entitled to receive the remaining net assets
of the Company upon dissolution after all distributions to
holders of Preferred Stock having a liquidation preference
over the Common Stock; and
ARTICLE THREE
The above amendment to the Restated Charter of the Company was duly
adopted and approved by the shareholders of the Company on May 15, 1996.
PHYCOR, INC.
By: /s/ Joseph C. Hutts
----------------------------
Title: President
-------------------------
Dated: May 22, 1996
<PAGE> 1
EXHIBIT 21
PHYCOR, INC.
SUBSIDIARIES/AFFILIATES
As of August 7, 1996
All entities are Tennessee corporations except as noted.
ALPHABETICAL LISTING
<TABLE>
<CAPTION>
NAME OF ENTITY STATE OF QUALIFICATION
- -------------- ----------------------
<S> <C>
IPA Executive Company, Inc. Tennessee
NAMM/Texas Investments, Inc. Texas
North American Medical Management, Inc. Tennessee
PhyCor, Inc. Tennessee
PhyCor - Lafayette, LLC Indiana
PhyCor/Lexington Real Estate, LLC Kentucky
PhyCor Management Corporation Tennessee
PhyCor of Birmingham, Inc. Alabama
PhyCor of Boulder, Inc. Colorado
PhyCor of Charlotte, Inc. North Carolina
PhyCor of Chickasha, Inc. Oklahoma
PhyCor of Cleburne, Inc. Texas
PhyCor of Columbia, Inc. South Carolina
PhyCor of Conroe, Inc. Texas
PhyCor of Corsicana, Inc. Texas
PhyCor of Dallas, Inc. Texas
PhyCor of Denver, Inc. Colorado
PhyCor of Dixon, Inc. Illinois
PhyCor of Eugene, Inc. Oregon
PhyCor of Fort Collins, Inc. Colorado
PhyCor of Fort Smith, Inc. Arkansas, Oklahoma
PhyCor of Freeport, Inc. Tennessee
PhyCor of Greeley, Inc. Colorado
PhyCor of Harlingen, Inc. Texas
PhyCor of Hawaii, Inc. Hawaii
PhyCor of Irving, Inc. Texas
PhyCor of Jacksonville, Inc. Florida
PhyCor of Kentucky, LLC Kentucky (not qualified yet)
PhyCor of Kingsport, Inc. Virginia
PhyCor of Laconia, Inc. New Hampshire
PhyCor of Lafayette, Inc. Indiana (withdrew qualification)
PhyCor of LaGrange, Inc. Georgia
PhyCor of Madisonville, Inc. Kentucky (not qualified yet)
PhyCor of Mesa, Inc. Arizona
PhyCor of Minot, Inc. North Dakota
PhyCor of Nashville, Inc. Tennessee
</TABLE>
1
<PAGE> 2
PHYCOR, INC.
SUBSIDIARIES/AFFILIATES
As of August 7, 1996
All entities are Tennessee corporations except as noted.
ALPHABETICAL LISTING
<TABLE>
<CAPTION>
NAME OF ENTITY STATE OF QUALIFICATION
- -------------- ----------------------
<S> <C>
PhyCor of Newnan, Inc. Georgia
PhyCor of Northeast Arkansas, Inc. Arkansas
PhyCor of Northern Michigan, Inc. Michigan
PhyCor of Ogden, Inc. Utah
PhyCor of Olean, Inc. New York
PhyCor of Phoenix, Inc. Arizona
PhyCor of Pueblo, Inc. Colorado
PhyCor of Richmond, Inc. Virginia
PhyCor of Roanoke, Inc. Virginia
PhyCor of Rome, Inc. Georgia
PhyCor of Ruston, Inc. (LA) Louisiana only
PhyCor of San Antonio, Inc. Texas
PhyCor of Sayre, Inc. Pennsylvania, New York
PhyCor of South Bend, LLC Indiana
PhyCor of Tidewater, Inc. Virginia
PhyCor of Vero Beach, Inc. (FL) Florida only
PhyCor of West Houston, Inc. Texas
PhyCor of Wharton, Inc. Texas
PhyCor of Wichita Falls, Inc. Texas
PhyCor of Wilmington, Inc. North Carolina
PhyCor of Winter Haven, Inc. Florida
PhyCor-Texas Gulf Coast, Inc. Texas
PMC of Arizona, Inc. Arizona
PMC of Colorado, Inc. Colorado
PMC of Maryland, Inc. Maryland
PMC of Michigan, Inc. Michigan
The Member Corporation Tennessee
</TABLE>
2
<PAGE> 3
PHYCOR, INC.
SUBSIDIARIES/AFFILIATES
As of August 7, 1996
All entities are Tennessee corporations except as noted.
BY STATE OF QUALIFICATION
<TABLE>
<CAPTION>
NAME OF ENTITY STATE OF QUALIFICATION
- -------------- ----------------------
<S> <C>
PhyCor of Birmingham, Inc. Alabama
PhyCor of Fort Smith, Inc. Arkansas, Oklahoma
PhyCor of Northeast Arkansas, Inc. Arkansas
PhyCor of Mesa, Inc. Arizona
PhyCor of Phoenix, Inc. Arizona
PMC of Arizona, Inc. Arizona
PhyCor of Boulder, Inc. Colorado
PhyCor of Denver, Inc. Colorado
PhyCor of Fort Collins, Inc. Colorado
PhyCor of Greeley, Inc. Colorado
PhyCor of Pueblo, Inc. Colorado
PMC of Colorado, Inc. Colorado
PhyCor of Jacksonville, Inc. Florida
PhyCor of Vero Beach, Inc. (FL) Florida only
PhyCor of Winter Haven, Inc. Florida
PhyCor of LaGrange, Inc. Georgia
PhyCor of Newnan, Inc. Georgia
PhyCor of Rome, Inc. Georgia
PhyCor of Hawaii, Inc. Hawaii
PhyCor of Dixon, Inc. Illinois
PhyCor of Lafayette, Inc. Indiana (withdrew qualification)
PhyCor - Lafayette, LLC Indiana
PhyCor of South Bend, LLC Indiana
PhyCor/Lexington Real Estate, LLC Kentucky
PhyCor of Kentucky, LLC Kentucky (not qualified yet)
PhyCor of Madisonville, Inc. Kentucky (not qualified yet)
PhyCor of Ruston, Inc. (LA) Louisiana only
PMC of Maryland, Inc. Maryland
PhyCor of Northern Michigan, Inc. Michigan
PMC of Michigan, Inc. Michigan
PhyCor of Laconia, Inc. New Hampshire
PhyCor of Olean, Inc. New York
PhyCor of Charlotte, Inc. North Carolina
PhyCor of Wilmington, Inc. North Carolina
PhyCor of Minot, Inc. North Dakota
PhyCor of Chickasha, Inc. Oklahoma
</TABLE>
3
<PAGE> 4
PHYCOR, INC.
SUBSIDIARIES/AFFILIATES
As of August 7, 1996
All entities are Tennessee corporations except as noted.
BY STATE OF QUALIFICATION
<TABLE>
<CAPTION>
NAME OF ENTITY STATE OF QUALIFICATION
- -------------- ----------------------
<S> <C>
PhyCor of Eugene, Inc. Oregon
PhyCor of Sayre, Inc. Pennsylvania, New York
PhyCor of Columbia, Inc. South Carolina
IPA Executive Company, Inc. Tennessee
North American Medical Management, Inc. Tennessee
PhyCor, Inc. Tennessee
PhyCor Management Corporation Tennessee
PhyCor of Freeport, Inc. Tennessee
PhyCor of Nashville, Inc. Tennessee
The Member Corporation Tennessee
NAMM/Texas Investments, Inc. Texas
PhyCor-Texas Gulf Coast, Inc. Texas (not qualified yet)
PhyCor of Cleburne, Inc. Texas
PhyCor of Conroe, Inc. Texas
PhyCor of Corsicana, Inc. Texas
PhyCor of Dallas, Inc. Texas
PhyCor of Harlingen, Inc. Texas
PhyCor of Irving, Inc. Texas
PhyCor of San Antonio, Inc. Texas
PhyCor of Wharton, Inc. Texas
PhyCor of West Houston, Inc. Texas
PhyCor of Wichita Falls, Inc. Texas
PhyCor of Ogden, Inc. Utah
PhyCor of Kingsport, Inc. Virginia
PhyCor of Richmond, Inc. Virginia
PhyCor of Roanoke, Inc. Virginia
PhyCor of Tidewater, Inc. Virginia
</TABLE>
4
<PAGE> 1
EXHIBIT 23.1
The Board of Directors
PhyCor, Inc.:
We consent to incorporation by reference in the registration statement No.
33-66210 on Form S-4 of PhyCor, Inc. of our report dated February 13, 1996,
with respect to the consolidated balance sheets of PhyCor, Inc. and
subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statements of income, shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1995, which report appears in the
December 31, 1995 annual report on Form 10-K of PhyCor, Inc., and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
---------------------
KPMG Peat Marwick LLP
Nashville, Tennessee
August 26, 1996
