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REGISTRATION NO. 33-98530
FILED PURSUANT TO RULE 424(b)(5)
SUPPLEMENT
TO PROSPECTUS, DATED NOVEMBER 15, 1995
PHYCOR, INC.
$90,000,000
COMMON STOCK, COMMON STOCK WARRANTS AND DEBT SECURITIES
The Prospectus, dated November 15, 1995 (the "Prospectus"), to
which this Supplement, dated July 3, 1996 is attached, relates to the offer by
PhyCor, Inc., a Tennessee corporation (the "Company"), of shares of the
Company's Common Stock, no par value per share ("Common Stock"), warrants to
purchase Common Stock ("Common Stock Warrants") and the shares of Common Stock
issued thereunder upon the exercise of such Common Stock Warrants, or debt
securities ("Debt Securities"), and the shares of Common Stock issued
thereunder upon the conversion thereof, with a collective aggregate offering
price of up to $90,000,000 on terms to be determined at the time of any such
offering. The Company may offer Common Stock, Common Stock Warrants, or Debt
Securities (collectively, "Securities") from time to time in connection with
the acquisitions of the assets or stock of (i) individual physician practices,
(ii) single and multi-specialty medical clinics and (iii) related businesses,
including, but not limited to, management services organizations, consulting
firms and other physician management companies. The consideration for the
acquisition of the assets or stock of such entities may consist of cash, the
assumption of liabilities, Securities, or any combination thereof, as
determined pursuant to arms-length negotiations between the Company and the
sellers of the assets or stock to be acquired.
This Supplement relates to the issuance of 5,974 shares of
Common Stock (the "Purchase Shares") to James M. Anderson, M.D. ("Anderson") as
partial consideration for the acquisition by the Company, through PhyCor of
Irving, Inc., a Tennessee corporation and wholly-owned subsidiary of the
Company ("PhyCor-Irving"), of substantially all of the operating assets of
Anderson's medical practice. Terms defined in the Prospectus have the same
meaning in this Supplement unless the context otherwise required.
THIS SUPPLEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
WRITTEN OR ORAL REQUEST, AT NO CHARGE, FROM THE COMPANY. REQUESTS SHOULD BE
DIRECTED TO PHYCOR, INC., 30 BURTON HILLS BOULEVARD, SUITE 400, NASHVILLE,
TENNESSEE 37215, ATTENTION: N. CAROLYN FOREHAND, VICE PRESIDENT AND GENERAL
COUNSEL.
The date of this Supplement is July 5, 1996.
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Terms of the Acquisition
Pursuant to an Asset Purchase Agreement (the "Purchase
Agreement"), dated June 20, 1994, by and between Anderson, the Company and
PhyCor-Irving, the Company, through PhyCor-Irving, acquired substantially all
of the operating assets of Anderson's medical practice. Pursuant to the
Purchase Agreement and in partial consideration therefor, the Company granted
Anderson the option to receive $50,000 or the Purchase Shares on the second
anniversary of the effective date of the Purchase Agreement. On April 30,
1996, Anderson formally notified the Company of his desire to receive the
Purchase Shares in accordance with Section 2(a)(iii) of the Purchase Agreement.
In connection with closing of the Purchase Agreement, Anderson
ceased the independent practice of medicine and joined the medical practice of
Medical & Surgical Clinic of Irving, P.A., a Texas professional association
("MSCI"). Pursuant to an Asset Purchase Agreement, dated as of March 1, 1993,
the Company purchased certain assets and assumed certain liabilities of MSCI.
In addition, the Company and MSCI entered into a Service Agreement, dated as of
March 1, 1993, pursuant to which the Company, through PhyCor-Irving, provides
MSCI with equipment and facilities used in the medical practice of MSCI,
manages MSCI operations and employs certain of MSCI's non-medical professional
personnel in exchange for a service fee.
