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REGISTRATION NO. 33-98530
RULE 424(b)(5)
SUPPLEMENT
TO PROSPECTUS, DATED NOVEMBER 15, 1995
PHYCOR, INC.
$90,000,000
COMMON STOCK, COMMON STOCK WARRANTS AND DEBT SECURITIES
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The Prospectus, dated November 15, 1995 (the "Prospectus"), to
which this Supplement, dated October 17, 1997 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 arm's-length negotiations between the Company and the sellers of the
assets or stock to be acquired.
Common Stock issued to individual physician practices, single
and multi-specialty clinics and related businesses, as described above, may be
reoffered by the holders thereof from time to time in transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on Securities, 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.
This Supplement relates to the proposed distribution of 4,204
shares (the "Shares") of the Company's Common Stock by Murfreesboro Medical
Clinic, P.A., a Tennessee professional association (the "Clinic"), to certain
shareholders of the Clinic. The Shares were issued to the Clinic in connection
with the acquisition by the Company of certain assets of the Clinic pursuant to
an Asset Purchase Agreement between the Company and the Clinic effective as of
October 1, 1997 (the "Purchase Agreement"). Capitalized terms used in this
Supplement shall have the meanings given to them in the Prospectus, unless the
context otherwise requires.
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.
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The date of this Supplement is October 17, 1997.
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Selling Shareholder
The Clinic operates a multi-specialty medical clinic in
Murfreesboro, Tennessee. The Clinic's principal office is located at 1004 North
Highland Avenue, Murfreesboro, Tennessee 37130.
The Company acquired substantially all of the assets of the
Clinic pursuant to the Purchase Agreement. In connection therewith, the Company
issued the Shares to the Clinic pursuant to the Company's "shelf" Registration
Statement on Form S-4, of which the Prospectus forms a part. The Clinic intends
to distribute the Shares pursuant to the terms of the Prospectus and this
Supplement to certain of its existing physician shareholders (the "Physicians")
who elected to receive shares of Common Stock in lieu of cash for a portion of
the proceeds paid to the Clinic that will be further distributed to the
Physicians. See "Plan of Distribution."
In connection with the acquisition of the assets of the
Clinic, PhyCor of Murfreesboro, Inc., a Tennessee corporation and wholly-owned
subsidiary of the Company ("PhyCor-Murfreesboro"), entered into a Service
Agreement, effective as of October 1, 1997 (the "Service Agreement"), with the
Clinic. Pursuant to the Service Agreement, PhyCor-Murfreesboro provides the
Clinic with the equipment and facilities used in the medical practice of the
Clinic, manages Clinic operations and employs the Clinic's non-medical personnel
in exchange for a service fee. The Service Agreement is for a term of 40 years
and may only be terminated in limited circumstances.
Plan of Distribution
This Supplement relates to the reoffering of the Shares by the
Clinic. The Shares will be distributed to the Physicians based on an election
made by each Physician to receive in Common Stock of the Company a portion of
the proceeds from the sale of assets to the Company to be paid to such Physician
pursuant to the Clinic's plan of distribution of such proceeds. The Clinic 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) it and any profit on
the reoffering of the Shares as principal may be deemed to be underwriting
discounts and commissions.
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