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Filed Pursuant to Rule 424(b)(5)
File No. 333-04191
PROSPECTUS
MAY 31, 1996
1,500,000 SHARES
PHYCOR, INC.
COMMON STOCK
1996 AFFILIATE STOCK PURCHASE PLAN
PhyCor, Inc. (the "Company") is a physician practice management company
that operates multi-specialty medical clinics and independent practice
associations. The Company, through its 1996 Affiliate Stock Purchase Plan (the
"Plan"), is offering to eligible Affiliates (as defined herein) the opportunity
to share in the growth and prosperity of the Company by acquiring shares of the
Company's Common Stock, no par value per share (the "Common Stock"). For the
purposes hereof, the term "Affiliates" shall mean eligible (i) employees of
limited liability companies and partnerships in which the Company has an equity
interest of at least 50% (each a "PhyCor-Related Entity"), (ii) physician
employees and other personnel employed by a medical clinic with which the
Company, a subsidiary thereof or a PhyCor-Related Entity has entered into a
management or service agreement (an "Affiliated Clinic"), (iii) members,
partners or shareholders of Affiliated Clinics, (iv) in the event the Company, a
subsidiary or a PhyCor-Related Entity has entered into a management agreement
with an Affiliated Clinic in anticipation of execution of a service agreement,
any non-physician personnel providing day-to-day services to such Affiliated
Clinic through an entity (a "Service Provider") in which the Affiliated Clinic
or its physician shareholders, partners or members have a material interest and
(v) employees of PhyCor Management Corporation and its subsidiaries ("PMC").
The Plan will be administered by the Company's Board of Directors (the
"Board") or any committee thereof which the Board may designate. Eligible
Affiliates may participate in the Plan by completing an enrollment form supplied
by Equitable Securities Corporation (the "Administration Agent"), a registered
broker-dealer who will act as the Company's agent in relation to the operation
of the Plan. Pursuant to the enrollment form, each eligible Affiliate will
authorize a deduction in the Affiliates' salary or partnership distributions
ranging from a minimum of $10 per month to a maximum of $1,770 per month. Such
funds will be delivered to the Company and promptly deposited in a money market
mutual fund maintained by the Administration Agent pending investment. On the
last trading day of each Plan Year (as defined herein), such funds will be used
to purchase whole shares of Common Stock (the "Plan Shares") on behalf of a
participating Affiliate (a "Plan Participant").
The purchase price of each Plan Share will be the lesser of (i) 85% of the
Market Price (as defined herein) of the Common Stock on the first trading date
of a Plan Year or (ii) 85% of the Market Price of the Common Stock on the last
trading date of a Plan Year. As used herein, the term "Market Price" is defined
as the average high and low sales prices of the Common Stock on The Nasdaq Stock
Market ("Nasdaq") on a specific trading day. If there are no sales on such day,
then the Market Price is defined as the average of the bid and the asked
quotations for the Common Stock on such day. See "The Plan."
The Common Stock is listed on Nasdaq under the symbol "PHYC." On May 17,
1996, the closing price of the Company's Common Stock on Nasdaq was $51 1/4 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3, including
amendments thereto, 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 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, as amended (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 Nasdaq,
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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The Company was incorporated in Tennessee in January 1988. The Company's
executive offices are located at 30 Burton Hills Boulevard, Suite 400,
Nashville, Tennessee 37215, and its telephone number is (615) 665-9066.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company
(0-19786) with the Commission 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 three months
ended March 31, 1996; and
(3) 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 the Common Stock hereunder shall
be deemed to be incorporated by reference in this Prospectus and to be 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 of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is incorporated or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such 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 in this Prospectus 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 THE
COMPANY, 30 BURTON HILLS BOULEVARD, SUITE 400, NASHVILLE, TENNESSEE 37215,
ATTENTION: JOHN K. CRAWFORD, CHIEF FINANCIAL OFFICER.
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INTRODUCTION
The Plan was adopted and approved by the Company's Board of Directors on
May 10, 1996 to provide an opportunity for Affiliates to own shares of the
Company's Common Stock and to increase the Affiliates' interest in the Company's
economic future by providing a convenient and commission-free way to purchase
shares of Common Stock at a modest discount.
It is suggested that this Prospectus be retained by Affiliates for future
reference.
THE PLAN
The following is a question and answer discussion of the provisions of the
Plan.
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Affiliates with a simple and
convenient method to purchase shares of Common Stock at a modest discount.
2. ARE THERE ANY EXPENSES TO PLAN PARTICIPANTS IN CONNECTION WITH THE PLAN
SHARES?
Yes. Plan Participants will incur certain fees associated with the
maintenance of the brokerage accounts into which Plan Shares will be deposited
(See Question 14). Plan Participants, however, will not incur brokerage
commissions or service charges for Plan Purchases.
3. WHO ADMINISTERS THE PLAN FOR PLAN PARTICIPANTS?
The Plan will be administered by the Board or any committee thereof
designated by the Board. The Administration Agent, however, will operate the
Plan on a day-to-day basis. Affiliates interested in participating in the Plan
should direct all questions relating to the Plan or the Company to either the
Affiliates' administrative staff or the following:
Equitable Securities Corporation
511 Union Street, Suite 800
Nashville, Tennessee 37219
Attention: Thomas R. Steele
Telephone: (615) 780-9300
Telecopy: (615) 780-4160
or
PhyCor, Inc.
30 Burton Hills Boulevard, Suite 400
Nashville, Tennessee 37215
Attention: John K. Crawford, Chief Financial Officer
Telephone: (615) 665-9066
Telecopy: (615) 665-9088
4. WHEN IS THE PLAN IN EFFECT?
The Plan operates on a yearly basis. Each Plan year begins on July 1 and
ends on the following June 30 (a "Plan Year").
5. WHO MAY PARTICIPATE IN THE PLAN?
All Affiliates are eligible to participate in the Plan as long as certain
eligibility requirements are met. Each Affiliate (except members, partners, or
shareholders of Affiliated Clinics) whose customary work schedule is at least
twenty (20) hours per week and more than five (5) months in a calendar year and
who is
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employed on or before June 1 prior to the beginning of a given Plan Year is
eligible to participate in the Plan during such Plan Year. Each member, partner,
or shareholder of an Affiliated Clinic who is a member, partner or shareholder
of such Affiliated Clinic on or before June 1 prior to the beginning of a Plan
Year is eligible to participate during such Plan Year.
6. HOW DOES AN AFFILIATE PARTICIPATE IN THE PLAN?
An Affiliate participates in the Plan by completing an enrollment form
supplied by the Administration Agent. On that form, an Affiliate will authorize
his or her Affiliated Clinic, PhyCor-Related Entity, Service Provider or PMC to
deduct from the Affiliate's pay or withhold from the Affiliate's partnership
distributions an amount that is at least $10.00 per month, but not more than
$1,770 per month. The funds withheld will then be remitted by the Affiliated
Clinics, PhyCor-Related Entities, Service Providers and PMC to the Company, and
the Company shall promptly transmit such funds to a money market mutual fund
account maintained by the Administration Agent pending investment (a
"Contribution Account"). The deduction must be in whole dollars. The maximum
authorized number of Plan Shares a Plan Participant may purchase in any Plan
Year is 1,000.
7. MAY A PLAN PARTICIPANT ALTER HIS OR HER CONTRIBUTION RATE?
During a Plan Year, a Plan Participant may not change his or her
contribution rate. The Plan Participant's contribution rate will continue to
apply until he or she makes a written request to change it for the next Plan
Year. A Plan Participant may make a change in his or her contribution rate by
submitting a new enrollment form to the Administration Agent at least fifteen
(15) days prior to the beginning of the next Plan Year. The requested change
will not take effect until the next Plan Year.
8. MAY A PLAN PARTICIPANT CEASE MAKING CONTRIBUTIONS PURSUANT TO THE PLAN
DURING A PLAN YEAR?
Yes. A Plan Participant may suspend his or her contributions during a Plan
Year. If a Plan Participant decides to suspend his or her contributions, he or
she must submit a new enrollment form to the Administration Agent indicating
that such Plan Participant wishes to cease making contributions pursuant to the
Plan. Once a Plan Participant elects to suspend contributions during a Plan
Year, he or she may not again contribute to the Plan during that Plan Year.
Suspension from participation will occur not more than thirty (30) days after
the Administration Agent receives a Plan Participant's request to suspend
contributions.
9. MAY A PLAN PARTICIPANT WITHDRAW FUNDS HELD IN HIS OR HER CONTRIBUTION
ACCOUNT DURING A PLAN YEAR?
Yes. A Plan Participant may withdraw funds held in a Contribution Account
during a Plan Year. If a Plan Participant decides to withdraw funds from his or
her Contribution Account at any time during a Plan Year, he or she must submit a
written withdrawal request to the Administration Agent. Forms are available from
a Plan Participant's local administrator or the Administration Agent. If a Plan
Participant withdraws funds, he or she may not make additional contributions
pursuant to the Plan during the remainder of that Plan Year.
10. WHEN ARE PLAN SHARES PURCHASED?
Plan Shares are purchased for a Plan Participant after the end of a Plan
Year following the determination of the applicable purchase price (see Question
11). The funds held in a Participant's Contribution Account will purchase the
maximum number of whole Plan Shares possible or, if applicable, the maximum
number of Plan Shares authorized by the Company for each Plan Participant. For
example:
Participant A elects to contribute $50 per month to purchase Plan Shares.
The Market Price of the Common Stock was $14 on the first trading day of the
Plan Year and $15 on the last trading day of the Plan Year. Participant A's
total contributions for the year are $600. As seen in Question 11, the purchase
price of Plan Shares equals 85% of the lesser of $14 and $15, or $11.90. The
number of Plan Shares purchased is 50
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($600/$11.90 per share) whole shares and the cash remaining in Participant A's
Contribution Account is $5 ($600 - 50 shares X $11.90 per share).
11. WHAT WILL BE THE PRICE OF THE PLAN SHARES?
The price of each Plan Share will be equal to the lesser of:
(1) Eighty-five percent (85%) of the Market Price of PhyCor's Common
Stock on the first trading date of a Plan Year, or
(2) Eighty-five percent (85%) of the Market Price of PhyCor's Common
Stock on the last trading date of such Plan Year.
For example, for the Plan Year ending June 30, 1996, assume the Market
Price on the first trading date of the Plan Year (July 3, 1995) was $25 and the
Market Price on the last trading date of the Plan Year (June 28, 1996) was $30.
The purchase price of Plan Shares for the Plan Year ending June 30, 1996 will be
$21.25 ($25 X 85%). If the price determined by this formula is less than the
Common Stock's book value on the June 30 prior to the start of any Plan Year, no
Plan Shares will be issued for such Plan Year, and a Plan Participant's
contributions will be returned by the Administration Agent as soon as possible.
12. PRIOR TO THE PURCHASE OF PLAN SHARES, DOES A PLAN PARTICIPANT'S
CONTRIBUTION ACCOUNT EARN INTEREST DURING THE PLAN YEAR?
No. Plan Shares are offered at a 15% discount with no commission charged on
the purchase of such shares. Consequently, no interest is credited.
13. HOW DOES A PLAN PARTICIPANT ACCESS PLAN SHARES IF SUCH SHARES ARE DEPOSITED
WITH THE ADMINISTRATION AGENT?
A Plan Participant's Plan Shares will be placed in a special individual
account with the Administration Agent. The Administration Agent will offer a
24-hour system that a Plan Participant may access by telephone that will allow
the Plan Participant to receive information about his or her account. A Plan
Participant may also use this system to sell any or all of his or her Plan
Shares held in such account at any time after the account has been credited with
Plan Shares. A Plan Participant will be provided with the telephone number and
instructions on the use of the telephone system as well as a personal
identification number (PIN), which the Plan Participant must use to access his
or her account. This special account may only be used by a Plan Participant in
connection with his or her participation in the Plan.
14. ARE THERE ANY CHARGES ASSOCIATED WITH A PLAN PARTICIPANT'S INDIVIDUAL
ACCOUNT WITH THE ADMINISTRATION AGENT?
Yes, a fee of $10 will be deducted from a Plan Participant's Contribution
Account on the last day of a Plan Year. In addition, a Plan Participant will be
charged a commission by the Administration Agent when a Plan Participant sells
any of the Plan Shares held in his or her account. It is currently anticipated
that a sales commission equal to the greater of $.06 per share sold or $50 will
be charged for Plan Share transactions. A Plan Participant should confirm
commission charges with the Administration Agent prior to selling any Plan
Shares to confirm that such charges have not changed since the date of this
Prospectus.
15. MAY A PLAN PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
Yes, a Plan Participant may cease participation in the Plan at any time by
submitting an enrollment form to the Administration Agent indicating the Plan
Participant's desire to terminate participation in the Plan. Termination of
participation will occur not more than thirty (30) days after the Administration
Agent receives a Plan Participant's enrollment form. Any cash remaining in the
Plan Participant's Contribution Account will be returned at that time.
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16. WHAT HAPPENS IF A PLAN PARTICIPANT LEAVES A PHYCOR-RELATED ENTITY, AN
AFFILIATED CLINIC, A SERVICE PROVIDER OR PMC?
RETIREMENT: A Plan Participant can choose to withdraw the accumulated cash
in his or her Contribution Account or to leave the money in the Contribution
Account to purchase Plan Shares at the end of the Plan Year. If a Plan
Participant decides to purchase Plan Shares, any cash remaining in the
Contribution Account after the purchase of Plan Shares will be returned to such
Plan Participant.
DEATH: The executor of a Plan Participant's estate can choose to withdraw
the accumulated cash in a Plan Participant's Contribution Account or to leave
the money in the Plan Participant's Contribution Account to purchase Plan Shares
at the end of the Plan Year. If a Plan Participant's beneficiary decides to
purchase Plan Shares, any cash remaining in a Plan Participant's Contribution
Account after the purchase of the Plan Shares will be distributed to the
beneficiary.
DISABILITY: A Plan Participant can choose to withdraw the accumulated cash
in his or her Contribution Account or to leave the money in such account to
purchase Plan Shares at the end of the Plan Year. If a Plan Participant decides
to purchase Plan Shares, any cash remaining in such account after the purchase
of Plan Shares will be returned to the Plan Participant.
TERMINATION OF EMPLOYMENT: The accumulated cash in a Plan Participant's
Contribution Account will be returned to the Plan Participant as soon as
possible following the Plan Participant's termination of employment. The
Participant will not be able to purchase Plan Shares through the Plan.
WITHDRAWAL: The accumulated cash in a Plan Participant's Contribution
Account will be returned to the Plan Participant as soon as possible following
the Plan Participant's withdrawal for any reason (other than retirement, death
or disability) as a member, partner or shareholder of an Affiliated Clinic. The
Plan Participant will not be able to purchase Plan Shares through the Plan.
EMPLOYMENT BY THE COMPANY OR A SUBSIDIARY THEREOF: Should an Affiliate
terminate his or her employment with an Affiliated Clinic, a PhyCor-Related
Entity, a Service Provider or PMC to become an employee of the Company or a
subsidiary thereof not qualifying as a PhyCor-Related Entity, such Affiliate may
continue to participate in the Plan until the end of the Plan Year as long as he
or she is otherwise eligible.
17. WHAT CONSTITUTES RETIREMENT AND DISABILITY FOR PURPOSES OF THE PLAN?
For purposes of the Plan, "retirement" means a Plan Participant is either
(i) sixty (60) years old and has been continuously employed by an Affiliated
Clinic, a PhyCor-Related Entity, a Service Provider or PMC for at least five (5)
years or (ii) fifty-five (55) years old and has been continuously employed by an
Affiliated Clinic, a PhyCor-Related Entity, a Service Provider or PMC for at
least twenty (20) years. "Disability" means a permanent disability within the
meaning of any disability policy provided for a Plan Participant or, if there is
no policy, as such term is defined in Section 422(c)(7) of the Internal Revenue
Code.
18. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. All Plan Participants will receive notice of any such suspension,
modification or termination. Upon termination of the Plan by the Company, any
funds remaining in a Plan Participant's Contribution Account will be returned by
the Administration Agent to the Plan Participant.
19. ARE THERE ANY RESTRICTIONS ON A PLAN PARTICIPANT'S ABILITY TO SELL PLAN
SHARES?
The Plan Shares are registered in accordance with the Securities Act of
1933, as amended. Consequently, the Plan Shares are not subject to any resale
restrictions. The Company, however, has adopted a trading policy which limits
the ability of Company employees and others with material, non-public
information about the Company from selling or purchasing shares of Common Stock
under certain circumstances. A Plan
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Participant should consult the administrative staff of his or her Affiliated
Clinic, PhyCor-Related Entity, Service Provider or PMC for more information
about these restrictions.
20. ARE CONTRIBUTIONS PURSUANT TO THE PLAN TREATED DIFFERENTLY FOR TAX PURPOSES
THAN CONTRIBUTIONS TO A RETIREMENT PLAN, LIKE THE PHYCOR SAVINGS AND PROFIT
SHARING PLAN (THE "SAVINGS PLAN") OR AN AFFILIATED CLINIC'S RETIREMENT
PLAN?
Yes, a Plan Participant's contributions to either the Savings Plan or
another retirement plan are pre-tax contributions. Consequently, Plan
Participant contributions to a retirement plan are deducted before federal and
state income taxes, if any, are deducted from adjusted compensation. Plan
Participant contributions to the Plan are after-tax contributions. This means
that the taxes described above are deducted from compensation before
contributions to the Plan are deducted.
21. DOES A PLAN PARTICIPANT PAY TAXES UPON THE PURCHASE OF PLAN SHARES?
A Plan Participant will recognize income and pay federal income tax, and
any applicable state income tax, when he or she receives Plan Shares in an
amount equal to the discount from the market value of the shares purchased at
the end of the Plan Year. The adjusted tax basis of a Plan Participant's Plan
Shares will be the fair market value of the Plan Shares on the date the Plan
Participant receives such shares. When a Plan Participant sells or exchanges
Plan Shares, the Plan Participant must pay income tax on the difference between
the basis of such Plan Shares and the amount the Plan Participant receives as a
result of the sale or other exchange of such Plan Shares.
If a Plan Participant holds the Plan Shares more than twelve (12) months
before he or she sells or exchanges the Plan Shares, the gain is defined for tax
purposes as a long-term capital gain which may result in a lower tax rate being
applied against such gain.
STOCK SALE EXAMPLE 1: Assume the same facts used in Question 10.
Participant A purchases 50 Plan Shares. These Plan Shares are issued to
Participant A shortly after the end of the Plan Year. For tax purposes, the
purchase occurs on June 30. Participant A purchases Plan Shares worth $750
(50 shares X $15/share) for $595 (50 shares X $11.90/share). Therefore,
Participant A will have taxable income of $155 ($750 - $595) on June 30.
The $155 will be ordinary income and will be included in Participant A's
W-2 if he or she is an employee of a PhyCor-Related Entity. If Participant
A is employed by, or is a member, partner or shareholder of an Affiliated
Clinic, Service Provider or PMC, Participant A's income will be reported on
Form 1099. Participant A will report this income on his or her income tax
return for the taxable year in which the purchase occurs. Participant A's
cost basis in the 50 Plan Shares is $750. On December 1 of the same year
Participant A decides to sell his Plan Shares when the stock price is $18.
The amount realized on Participant A's sale is $900. The brokerage
commission on the sale is $50; therefore Participant A receives cash of
$850. Participant A's taxable income on the sale is $100 ($900 - $50 -
$750). Participant A must include this gain (classified as a short-term
capital gain) on his tax return for the taxable year in which the sale
occurs.
STOCK SALE EXAMPLE 2: Assume the same facts as the previous example,
except that Participant A decides to hold his Plan Shares until December 1
of the calendar year following the purchase.
For tax purposes, Participant A will still recognize the $155 of
ordinary income in the year Participant A purchased the Plan Shares.
Participant A's subsequent gain of $100 upon sale of the Plan Shares will
be recognized in the year of sale and will be considered a long-term
capital gain (since it was held for more than one year).
Employees of PhyCor-Related Entities will also be subject to income tax
withholding at the supplemental wage rate which is currently 28% and will be
required to pay FICA and related taxes which are currently withheld at a rate of
7.65% on the value of the discount received. In the examples above, the
discounted amount is $155. Therefore, the amount of federal income taxes
withheld will be $43.40 ($155 X 28%) and the
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amount of FICA taxes withheld will be $11.86 ($155 X 7.65%). The actual amount
withheld for FICA taxes may be less if a Plan Participant's salary exceeds
certain IRS thresholds. These taxes will be withheld from a Plan Participant's
regular paycheck and will be remitted to the Internal Revenue Service by his or
her employer.
USE OF PROCEEDS
The Company is unable to estimate the amount of proceeds from the Plan
Shares to be sold pursuant to the Plan. The Company intends to use any proceeds
from the sale of such Plan Shares for general corporate purposes.
PLAN OF DISTRIBUTION
The Plan Shares are being offered by the Administration Agent on a
best-efforts basis. The only fees the Administration Agent will receive in
connection with its administration of the Plan are maintenance fees charged to
Plan Participants relating to their individual accounts and commissions on sales
of Plan Shares (see Question 14). The Administration Agent may engage in other
transactions with and perform services for the Company in the ordinary course of
business.
Some Affiliates may be residents of jurisdictions in which the Company
determines that it may not legally or economically offer its Common Stock under
the Plan, and the Company may preclude such residents from participating in the
Plan. The Company has no present plans to limit participation in the Plan by any
Affiliate for any reason other than set forth above, but reserves such right in
the event that it determines such limitation to be in its interest for any
reason. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any shares of Common Stock or other securities in any state
or any other jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of Common
Stock will be passed upon for the Company by Waller Lansden Dortch & Davis,
Nashville City Center, 511 Union Street, Suite 2100, Nashville, Tennessee
37219-8966.
EXPERTS
The Consolidated Financial Statements of the Company 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.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED 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 BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY STATE IN WHICH SUCH
OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAD BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 3
Introduction.......................... 4
The Plan.............................. 4
Use of Proceeds....................... 9
Plan of Distribution.................. 9
Legal Matters......................... 9
Experts............................... 9
</TABLE>
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1,500,000 SHARES
PHYCOR, INC.
COMMON STOCK
1996 AFFILIATE STOCK PURCHASE PLAN
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PROSPECTUS
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May 31, 1996
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