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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 September 18, 1997, is attached (the "Supplement"), 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 (the "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 resale of 63,410 shares of Common
Stock (the "Shares") by Laconia Clinic, P.C., a New Hampshire professional
corporation (the "Clinic"). The shares were issued to the Clinic in connection
with the acquisition by the Company of certain assets of the Clinic and of
Laconia Clinic Properties, Inc., a New Hampshire corporation ("LCP"), pursuant
to an Asset Purchase Agreement between the Company and the Clinic effective as
of September 1, 1992 (the "Purchase Agreement"). Terms defined in the
Prospectus have the same meaning in this Supplement unless the context requires
otherwise.
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 PHYCOR. 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 September 18, 1997.
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Selling Shareholder
The Clinic operates a multi-specialty medical clinic in Laconia, New
Hampshire and maintains three satellite locations, each under the name Laconia
Clinic. The Company's principal office is located at 724 Main Street, Laconia,
New Hampshire 03246.
The Company acquired substantially all of the assets of the Clinic and LCP
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 resell the Shares pursuant to the terms of the Prospectus and this
Supplement.
In connection with the acquisition of the assets of the Clinic and LCP,
PhyCor of Laconia, Inc. entered into a Service Agreement, dated as of September
1, 1992, with the Clinic. Pursuant to the Service Agreement, PhyCor of Laconia
agreed to provide the physician group with the equipment and facilities used in
their medical practice, to manage clinic operations and to employ most of the
Clinic's non-physician personnel in exchange for a service fee. The Service
Agreement is for a term of 30 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
Clinic has designated Equitable Securities Corporation ("Equitable"), a
registered broker-dealer, as agent for the resale of the Shares. The 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 the Shares on
behalf of the Clinic. The Clinic and/or Equitable 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 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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