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REGISTRATION NO. 33-98528
RULE 424(B)(5)
SUPPLEMENT TO PROSPECTUS, DATED MAY 3, 1996
PHYCOR, INC.
3,000,000 SHARES
COMMON STOCK
___________________________
The Prospectus, dated May 3, 1996 (the "Prospectus"), to which
this Supplement, dated July 11, 1996, is attached (the "Supplement"), relates
to the resale by the holders thereof of up to 3,000,000 shares of the Company's
Common Stock, no par value per share ("Common Stock"), issued upon the
conversion of subordinated convertible notes issued or to be issued by the
Company without registration under the Securities Act of 1933, as amended (the
"Act") in connection with the acquisition of the assets of (i) single and
multi-specialty medical clinics, (ii) the assets of individual physician
practices and (iii) the assets of related businesses, including, but not
limited to, management services organizations, consulting firms and other
physician management companies. In addition, this Prospectus also relates to
the resale by certain holders of Common Stock issued upon the exercise of
options granted by the Company prior to the adoption by the Company of its
stock incentive plans and warrants issued as consideration for (i) consulting
or other services provided or to be provided to the Company and (ii) the
execution of a management or service agreement with the Company or an
affiliate.
This Supplement relates to the proposed resale by Casa Blanca
Clinic, Ltd., an Arizona professional corporation (the "Clinic"), of 34,178
shares of the Company's Common Stock issued to the Clinic upon the conversion
of a 7.0% Subordinated Convertible Note in the principal amount of $617,237
(the "Purchase Note"). The Company issued the Purchase Note to the Clinic in
connection with the acquisition by PhyCor of Mesa, Inc., a Tennessee
corporation and wholly-owned subsidiary of the Company ("PhyCor-Mesa"), of
certain assets of the Clinic pursuant to an Asset Purchase Agreement between
PhyCor and the Clinic effective as of July 1, 1995 (the "Purchase Agreement").
Terms defined in the Prospectus have the same meaning in this
Supplement unless the context requires otherwise. All share numbers used
herein give effect to a three-for-two stock split of the Common Stock effected
on June 14, 1996 in the form of a 50% stock dividend.
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 Amended Supplement is July 11, 1996.
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Selling Shareholder
The Clinic, an Arizona professional corporation, operates a
multi-specialty medical clinic in Mesa, Arizona and maintains four satellite
locations in the area. The Clinic's principal office is located at 3921 East
Baseline Road, Gilbert, Arizona 85234.
The Company, through PhyCor-Mesa, acquired substantially all
of the assets of the Clinic pursuant to the Purchase Agreement. In connection
therewith, the Company issued the Purchase Note to the Clinic in a transaction
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"). On June 28, 1996, the Clinic converted the Purchase Note,
in accordance with its terms, into 39,592 shares of PhyCor Common Stock.
34,178 of such shares (the "Resale Shares") are to be resold by the Clinic in
accordance with the terms of the Prospectus. The remaining shares were
distributed to certain of the Clinic's existing shareholders on a pro rata
basis.
Plan of Distribution
This Supplement relates to the reoffering of the Resale Shares
by the Clinic. The Clinic has designated Equitable Securities Corporation
("Equitable"), a registered broker-dealer, as agent for the resale of the
Resale Shares. The Resale Shares will be sold in private or block transactions
in the over-the-counter market (including the Nasdaq Stock Market's National
Market) or otherwise at fixed prices which may be charged, at market prices
prevailing at the time of the sale, at prices related to such prevailing market
price, or at negotiated prices. Equitable has agreed to use its best efforts
to sell such shares on behalf of the Clinic. The Clinic and/or Equitable may
effect such transactions by selling the Resale Shares to or through other
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Clinic, Equitable and/or the
purchasers of the shares for whom such broker-dealers may act as agent or to
whom they may sell as principal or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). The Clinic and/or
Equitable and any broker-dealers that act in connection with the sale of the
shares being sold hereby may be deemed to be an "underwriter" within the
meaning of Section 2(11) of the Act, and any commissions received by (or
discounts allowed to) them and any profit on the resale of the shares as
principal may be deemed to be underwriting discounts and commissions.
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