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REGISTRATION NO. 33-98528
RULE 424(b)(5)
SUPPLEMENT TO PROSPECTUS,
DATED NOVEMBER 25, 1997
PhyCor, Inc.
3,000,000 Shares
Common Stock
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The Prospectus, dated November 25, 1997 (the "Prospectus"), to which
this Supplement, dated February 25, 1998, is attached (the "Supplement"),
relates to the resale by the holders thereof (the "Selling Shareholders") of up
to 3,000,000 shares of Common Stock, no par value per share ("Common Stock"), of
PhyCor, Inc. (the "Company") issued without registration under the Securities
Act of 1933, as amended (the "Securities Act"), in transactions not involving
public offerings in connection with the Company's affiliation and long-term
relationships with single- and multi-specialty medical clinics, individual
physician practices and related businesses, including, but not limited to,
management services organizations, consulting firms and other physician
management companies. In addition, the Prospectus also relates to the resale by
certain Selling Shareholders of Common Stock issued without registration under
the Securities Act in transactions not involving public offerings upon the
exercise of (i) options granted by the Company prior to the adoption by the
Company of its stock incentive plans and (ii) stock purchase warrants issued, or
to be issued from time to time, in connection with financing activities,
acquisitions and related transactions, including, but not limited to, (A)
warrants issued as consideration for consulting or other services provided or to
be provided to the Company and the execution of a management or service
agreement with the Company or an affiliate and (B) warrants issued by the
Company to holders of shares of Common Stock of PhyCor Management Corporation,
an entity in which the Company owns a minority equity interest.
This Supplement relates to the proposed resale of 5,000 shares of the
Company's Common Stock (the "Shares") by Ronald R. Loeppke, M.D. (the "Seller").
The Shares were issued to the Seller upon the partial exercise of a Stock
Purchase Warrant (the "Warrant") granted to the Seller by the Company on
February 20, 1992. The Company issued the Warrant to the Seller in consideration
for consulting services provided to the Company pursuant to an Agreement, dated
February 20, 1992, by and between the Seller and the Company (the "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 and all prior stock dividends.
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 February 25, 1998
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Selling Shareholder
Pursuant to the Agreement, the Seller served as the coordinator of the
Company's outcomes management program. In consideration of the services
performed by the Seller, the Company granted the Warrant to the Seller. The
terms of the Warrant provide that the Seller has the right to purchase an
aggregate of 42,187 shares of Common Stock at an exercise price of $4.74 per
share. Between May 15, 1996 and June 11, 1997, the Seller, in accordance with
the terms of the Warrant, purchased an aggregate of 35,000 shares of Common
Stock upon partial exercise of the Warrant. The Seller sold such shares pursuant
to various Prospectus Supplements. The Seller, in accordance with the terms of
the Warrant, purchased the Shares upon the partial exercise of the Warrant on
February 25, 1998. The Seller intends to resell the Shares in accordance with
the Prospectus.
Plan of Distribution
This Supplement relates to the reoffering of the Shares by the Seller.
The Seller has designated SunTrust 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 (National Market
System)) 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 Seller. The Seller 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 Seller, 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 Seller and/or Equitable and any
broker-dealers that act in connection with the sale of the Shares 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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