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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 February 5, 1997, 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") of PhyCor, Inc. (the
"Company"), 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 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 23,287
shares (the "Shares") of Common Stock. Pursuant to an Asset Purchase Agreement,
effective as of January 1, 1996 (the "Purchase Agreement"), pursuant to which
PhyCor of Phoenix, Inc., a Tennessee corporation and wholly-owned subsidiary of
the Company ("PhyCor-Phoenix"), acquired substantially all of the operating
assets of APC Arizona Physicians Center, P.C., an Arizona professional
corporation (the "Clinic"). In connection with this transaction, the Company
issued 7.0% Subordinated Convertible Notes (the "Notes") to the Physicians in
the principal amounts listed on Schedule A hereto. Terms defined in the
Prospectus have the same meaning in this Supplement unless the context otherwise
requires. 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.
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The date of this Supplement is February 5, 1997
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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.
Selling Shareholders
Each Physician is licensed to practice medicine pursuant to the laws of the
State of Arizona and practiced medicine through the Clinic prior to the
transaction noted above. The Company, through PhyCor-Phoenix, acquired
substantially all of the assets of the Clinic pursuant to the Purchase
Agreement. In connection therewith, the Company issued the Notes to the
Physicians in a transaction exempt from the registration requirements of the
Act. Upon conversion of the Notes, the Shares will be issued to the Physicians.
The Shares may be resold by a Physician through a registered broker-dealer 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 a registered broker-dealer. The resale of the Shares will be effected
through a registered broker-dealer in private or block transactions in the
over-the-counter market (including The Nasdaq National Market System) 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-dealer 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-dealer may be deemed to be "underwriters"
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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Schedule A
<TABLE>
<CAPTION>
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Name No. of
Shares
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<S> <C>
Dennis Wayne Berry, M.D. 3,792
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Gregory Lawrence DeSanto, M.D. 2,939
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Michael Scott Drury, M.D. 2,286
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Venkata Rama Narasimham Evani, M.D. 913
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Dean Arden Field, M.D. 2,313
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Luis Sergio Lisboa, M.D. 345
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Robert Reid McCulloch, M.D. 3,785
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Steven Garth Nelson, M.D. 2,766
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William John Semmens, M.D. 2,420
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Neil Oris Ward, M.D. 1,383
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Robert John Willer, M.C. 345
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</TABLE>
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