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REGISTRATION NO. 33-98528
RULE 424(B)(5)
SUPPLEMENT TO PROSPECTUS,
DATED AUGUST 28, 1996
PhyCor, Inc.
3,000,000 Shares
Common Stock
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The Prospectus, dated August 28, 1996 (the "Prospectus"), to which this
Supplement, dated March 13, 1997, is attached, relates to an aggregate of up to
3,000,000 shares of PhyCor, Inc. (the "Company") 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, in connection with the acquisition of the
assets of single and multi-specialty medical clinics, the assets of individual
physician practices and 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 resale, from time to time, by the physicians listed on
Schedule A hereto (each a "Physician") of up to an aggregate of 3,445 shares
(the "Shares") of Common Stock.
The Company issued a 7.0% Subordinated Convertible Note in the principal
amount of $762,681 (the "Note") to Medical Arts Clinic, P.C., a North Dakota
professional corporation (the "Clinic") in connection with the acquisition by
PhyCor of Minot, Inc., a Tennessee corporation and wholly-owned subsidiary of
the Company ("PhyCor-Minot"), of certain assets of the Clinic pursuant to an
Asset Purchase Agreement, effective as of August 1, 1996 (the "Purchase
Agreement"). In the first three months of 1997, the Note was partially converted
into an aggregate of 3,445 shares of Common Stock. Following the partial
conversions of the Note, the Clinic distributed the Shares to the Physicians on
a pro rata basis based on the Physicians' respective ownership of the Clinic.
Terms defined in the Prospectus have the same meaning in this Supplement 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 March 13, 1997.
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Selling Shareholders
Each Physician is licensed to practice medicine pursuant to the laws of the
State of North Dakota and practiced medicine through the Clinic prior to the
transaction noted above. The Company, through PhyCor-Minot, acquired
substantially all of the assets of the Clinic pursuant to the Purchase
Agreement. In connection therewith, the Company issued the Note to the Clinic.
In November 1996, the Note was partially converted into an aggregate of 21,371
shares of Common Stock and such shares were distributed to physicians associated
with the Clinic on a pro rata basis based on the Physicians' respective
ownership of the Clinic. Such shares may be sold pursuant to a Prospectus
Supplement dated November 19, 1996. In the first three months of 1997, the Note
was partially converted into an aggregate of 3,445 shares of Common Stock. The
Shares may be resold by the Physicians listed on Schedule A through registered
broker-dealers in accordance with the terms of the Prospectus. The aggregate
number of Shares that may be resold by each Physician is indicated on Schedule A
hereto.
Plan of Offering
This Supplement relates to the reoffering, from time to time, of the Shares
through registered broker-dealers. The resale of the Shares will be effected
through registered broker-dealers in private or block transactions in the
over-the-counter market (including The Nasdaq Stock Market (National Market)) or
otherwise at fixed prices which may be changed, at market prices prevailing at
the time of the sale, at prices related to such prevailing market price, or at
negotiated prices. The broker-dealers may effect such transactions by selling
the Shares to or through other broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
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 might be in excess of customary commissions). As a result of the
reoffering of the Shares pursuant to the Prospectus, as supplemented hereby, the
Company and the respective broker-dealers may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as amended.
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SCHEDULE A
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Number of
Name of Stock Owner Address Shares
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Charles Swenson 24 Tierrecita Vallejo
Minot, ND 58701 510
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Cheryl R. Ree RR 2, Box 56
Minot, ND 58701 292
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Ann M. Cadwalader 2024 Ida Mae Court
Minot, ND 58703 1,422
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Joseph Mark Ebertz 1310 17th Avenue S.W.
Minot, ND 58701 1,221
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Total 3,445
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