<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Phycor, Inc.
---------------------------------------------
(Name of Issuer)
Common Stock, no par value
---------------------------------------------
(Title of Class of Securities)
71940F10
---------------------------------------------
(CUSIP Number of Class of Securities)
Patrick T. Hackett
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
December 17, 1998
---------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following: [_]
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 71940F10 PAGE 2 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORT PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Equity Partners, L.P. I.D. # 13-
3986317
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,485,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,485,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11
5,485,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.20%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 71940F10 PAGE 3 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORT PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co. I.D # 13-
6358475
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,583,323
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,583,323
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11
5,583,323
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.33%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 71940F10 PAGE 4 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORT PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC I.D. # 13-
3536050
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 5,485,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 5,485,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11
5,485,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.20%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Schedule 13D is being filed on behalf of Warburg, Pincus Equity
Partners, L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus & Co.,
a New York general partnership ("WP"), and E.M. Warburg, Pincus & Co., LLC, a
New York limited liability company ("EMW"), relating to the common stock, no par
value, of Phycor, Inc., a Tennessee corporation (the "Company"). Unless the
context otherwise requires, references herein to the "Common Stock" are to the
Common Stock of Phycor, Inc., no par value.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of the Company,
and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The address of the principal executive
offices of the Company is 30 Burton Hills Boulevard, Suite 400, Nashville,
Tennessee, 37215.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by WPEP, WP and EMW (collectively, the
"Reporting Entities"). The sole general partner of WPEP is WP. EMW manages WPEP.
Lionel I. Pincus is the managing partner of WP and the managing member of EMW
and may be deemed to control both WP and EMW. WP has a 20% interest in the
profits of WPEP as the general partner. The general partners of WP and the
members of EMW are described in Schedule I hereto.
(b) The address of the principal business and principal office of each of
the Reporting Entities is 466 Lexington Avenue, New York, New York 10017.
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(c) The principal business of WPEP is that of a partnership engaged in
making venture capital and related investments. The principal business of WP is
acting as general partner of WPEP, Warburg, Pincus Ventures International, L.P.,
Warburg, Pincus Ventures, L.P., Warburg Pincus Investors, L.P., and Warburg,
Pincus Capital Company, L.P. The principal business of EMW is acting as manager
of WPEP, Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures,
L.P., Warburg, Pincus Investors, L.P., and Warburg, Pincus Capital Company, L.P.
(d) None of the Reporting Entities, nor, to the best of their knowledge,
any of the directors, executive officers, general partners or members referred
to in paragraph (a) has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Entities nor, to the best of their knowledge,
any of the directors, executive officers, general partners or members referred
to in paragraph (a) above has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Except as otherwise indicated on Schedule I hereto, each of the
individuals referred to in paragraph (a) above is a United States citizen.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required by WPEP to purchase the Common Stock was
$29,354,824.00 and was furnished from the working capital of WPEP.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases by WPEP of Common Stock were effected because of the
Reporting Entities' belief that the Company represented, and that the Company
continues to represent, an attractive investment. WP has followed the Company
and the industry for many years. WP views the investment as attractive based on
the Company's business prospects and strategy, and is very supportive of the
management team and its ability to execute this strategy. The Reporting Entities
may from time to time acquire shares of Common Stock or dispose of shares of
Common Stock through open market or privately negotiated transactions or
otherwise, depending on existing market conditions and other considerations
discussed below. The Reporting Entities intend to review their investment in the
Company on a continuing basis and, depending upon the price and availability of
shares of Common Stock, subsequent developments affecting the Company, the
Company's business and prospects, other investment and business opportunities
available to the Reporting Entities, general stock market and economic
conditions, tax considerations and other factors considered relevant, may decide
at any time not to increase, or to decrease, the size of their investment in the
Company.
Except as set forth above, none of the Reporting Entities nor, to the best
of their knowledge, any person listed in Schedule I
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hereto, has any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, By-Laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 27, 1998, WPEP and EMW beneficially owned 5,485,000
shares of Common Stock. As of December 27, 1998, WP beneficially owned 5,583,323
shares of Common Stock. Of the shares beneficially owned by WP, 98,323 are
shares held by advisory
8 of 11
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accounts managed by Warburg Pincus Asset Management, Inc. ("WPAM") on a
discretionary basis. WPAM is controlled by WP. These shares were received as
distributions to certain investment advisory accounts from unaffiliated entities
in which such accounts were invested. By reason of their respective
relationships with WPEP, each of the Reporting Entities may be deemed under Rule
13d-3 under the Exchange Act to own beneficially all of the shares of Common
Stock which WPEP beneficially owns. As of December 27, 1998, 5,485,000 shares of
Common Stock represented approximately 7.20% of the outstanding shares of Common
Stock, based on the 76,154,048 shares of Common Stock outstanding as of November
13, 1998, as reported by the Company in their Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998. As of December 27, 1998, the 5,583,323
shares of Common Stock beneficially owned by WP represented approximately 7.33%
of the outstanding shares of Common Stock.
(b) Each of the Reporting Entities has sole power to dispose or to direct
the disposition with respect to the 5,485,000 shares and all shares acquired by
WPEP. As the controlling shareholder of WPAM, WP has the power to dispose or to
direct the disposition with respect to the 98,323 shares of Common Stock held by
WPAM.
(c) Reflected on Schedule II hereto are the transactions during the last
sixty days which were effected by the Reporting Entities or by any of the
persons set forth on Schedule I hereto.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the
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receipt of dividends from, or the proceeds from the sale of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Entities have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto.
Except as referred to above, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
By virtue of the relationships among the Reporting Entities as described in
Item 2, the Reporting Entities may be deemed to be a "group" under the Federal
securities laws. Lionel I. Pincus disclaims any beneficial ownership of the
shares of Common Stock reported herein as being beneficially owned by the
Reporting Entities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated as of December 28, 1998, by and among
the Reporting Entities.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 28, 1998 WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
-----------------------------
Partner
Dated: December 28, 1998 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
-----------------------------
Partner
Dated: December 28, 1998 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
-----------------------------
Member
<PAGE>
SCHEDULE I
Set forth below is the name, position and present principal occupation of each
of the general partners of Warburg, Pincus & Co. ("WP") and each of the members
of E.M. Warburg, Pincus & Co., LLC ("EMW"). The sole general partner of Warburg,
Pincus Equity Partners, L.P. ("WPEP") is WP. WP, EMW and WPEP are hereinafter
collectively referred to as the "Reporting Entities." Except as otherwise
indicated, the business address of each of such persons is 466 Lexington Avenue,
New York, New York 10017, and each of such persons is a citizen of the United
States.
General Partners of WP
----------------------
Present Principal Occupation in Addition to
Position with WP, and Positions with the
Name Reporting Entities
- ---- --------------------------------------------
Joel Ackerman Managing Director and Member, EMW
Susan Black Managing Director and Member, EMW
Christopher W. Brody Managing Director and Member, EMW
Harold Brown Senior Managing Director and Member, EMW
Errol M. Cook Managing Director and Member, EMW
W. Bowman Cutter Managing Director and Member, EMW
Elizabeth B. Dater Managing Director and Member, EMW
Stephen Distler Managing Director, Member and Treasurer, EMW
Harold W. Ehrlich Managing Director and Member, EMW
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John L. Furth Managing Director and Member, EMW
Stewart K.P. Gross Managing Director and Member, EMW
Patrick T. Hackett Managing Director and Member, EMW
Jeffrey A. Harris Managing Director and Member, EMW
William H. Janeway Managing Director and Member, EMW
Douglas M. Karp Managing Director and Member, EMW
Charles R. Kaye Managing Director and Member, EMW
Henry Kressel Managing Director and Member, EMW
Joseph P. Landy Managing Director and Member, EMW
Sidney Lapidus Managing Director and Member, EMW
Kewsong Lee Managing Director and Member, EMW
Reuben S. Leibowitz Managing Director and Member, EMW
S. Joshua Lewis Managing Director and Member, EMW
David E. Libowitz Managing Director and Member, EMW
Brady T. Lipp Managing Director and Member, EMW
Stephen J. Lurito Managing Director and Member, EMW
Spencer S. Marsh III Managing Director and Member, EMW
Lynn S. Martin Managing Director and Member, EMW
S-2
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Edward J. McKinley Managing Director and Member, EMW
Rodman W. Moorhead III Senior Managing Director and Member, EMW
Maryanne Mullarkey Managing Director and Member, EMW
Howard H. Newman Managing Director and Member, EMW
Gary D. Nusbaum Managing Director and Member, EMW
Sharon B. Parente Managing Director and Member, EMW
Dalip Pathak Managing Director and Member, EMW
Daphne D. Philipson Managing Director and Member, EMW
Lionel I. Pincus Chairman of the Board, CEO, and Managing
Member, EMW; and Managing Partner, Pincus
& Co.
Eugene L. Podsiadlo Managing Director and Member, EMW
Ernest H. Pomerantz Managing Director and Member, EMW
Brian S. Posner Managing Director and Member, EMW
Arnold M. Reichman Managing Director and Member, EMW
Roger Reinlieb Managing Director and Member, EMW
John D. Santoleri Managing Director and Member, EMW
Steven G. Schneider Managing Director and Member, EMW
Sheila N. Scott Managing Director and Member, EMW
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Harold Sharon Managing Director and Member, EMW
Eugene J. Siembieda Managing Director and Member, EMW
James E. Thomas Managing Director and Member, EMW
John L. Vogelstein Vice Chairman of the Board and Member, EMW
Elizabeth H. Weatherman Managing Director and Member, EMW
John A. Zaro, III Managing Director and Member, EMW
Pincus & Co.*
NL & Co.**
* New York limited partnership; its primary activity is
ownership interest in WP and EMW.
** New York limited partnership; its primary activity is
ownership interest in WP.
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MEMBERS OF EMW
--------------
Present Principal Occupation in Addition to
Position with EMW, and Positions with the
Name Reporting Entities
- ---- -------------------------------------------
Joel Ackerman Partner, WP
Susan Black Partner, WP
Christopher W. Brody Partner, WP
Harold Brown Partner, WP
Dale C. Christensen(1)
Errol M. Cook Partner, WP
W. Bowman Cutter Partner, WP
Elizabeth B. Dater Partner, WP
Stephen Distler Partner, WP
P. Nicholas Edwards(2) Partner, WP
Harold W. Ehrlich Partner, WP
John L. Furth Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
William H. Janeway Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Richard H. King(2)
Henry Kressel Partner, WP
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
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Kewsong Lee Partner, WP
Reuben S. Leibowitz Partner, WP
S. Joshua Lewis Partner, WP
David E. Libowitz Partner, WP
Brady T. Lipp Partner, WP
Stephen J. Lurito Partner, WP
John W. MacIntosh(1)
Spencer S. Marsh III Partner, WP
Lynn S. Martin Partner, WP
Edward J. McKinley Partner, WP
Rodman W. Moorhead III Partner, WP
Maryanne Mullarkey Partner, WP
Howard H. Newman Partner, WP
Gary D. Nusbaum Partner, WP
Sharon B. Parente Partner, WP
Dalip Pathak Partner, WP
Daphne D. Philipson Partner, WP
Lionel I. Pincus Managing Partner, WP; Chairman of the
Board and CEO, EMW; Managing Partner,
Pincus & Co.
Eugene L. Podsiadlo Partner, WP
Ernest H. Pomerantz Partner, WP
Brian S. Posner Partner, WP
Arnold M. Reichman Partner, WP
Roger Reinlieb Partner, WP
John D. Santoleri Partner, WP
Steven G. Schneider Partner, WP
Sheila N. Scott Partner, WP
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Harold Sharon Partner, WP
Dominic H. Shorthouse(2)
Eugene J. Siembieda Partner, WP
Chang Q. Sun(3)
James E. Thomas Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weathermen Partner, WP
Jeremy S. Young(2)
John A. Zaro, III Partner, WP
Pincus & Co.*
(1) Citizen of Canada
(2) Citizen of United Kingdom
(3) Citizen of People's Republic of China
* New York limited partnership; its primary activity is ownership
interest in WP and EMW.
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SCHEDULE II
-----------
Recent Purchases and Sales of the
Common Stock of Phycor, Inc.
by Warburg, Pincus Equity Partners, L.P.
Name of Number of Shares Unit Price Date of Trade
------- --------------- ---------- -------------
Purchaser Purchased
- ---------- ----------
WPEP 147,500 $4.6875 12/16/98
WPEP 52,500 $4.6875 12/16/98
WPEP 25,000 $4.6875 12/17/98
WPEP 150,000 $4.7292 12/17/98
WPEP 50,000 $4.9563 12/18/98
WPEP 600,000 $5.0938 12/18/98
WPEP 25,000 $5.0625 12/18/98
WPEP 75,000 $5.0625 12/18/98
WPEP 140,000 $5.5670 12/21/98
WPEP 75,000 $5.5729 12/21/98
WPEP 85,000 $5.0550 12/22/98
WPEP 140,000 $5.0335 12/22/98
WPEP 160,000 $5.0625 12/22/98
WPEP 25,000 $4.9375 12/22/98
WPEP 25,000 $5.1250 12/23/98
WPEP 40,000 $5.1563 12/23/98
WPEP 120,000 $5.5781 12/23/98
WPEP 50,000 $5.6250 12/24/98
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Recent Acquisitions of the
Common Stock of Phycor, Inc.
by Warburg Pincus Asset Management, Inc.*
NAME OF PURCHASER Number of Shares Unit Price Date of Trade
- ----------------- ---------------- ---------- -------------
Purchased
---------
WPAM 22,936 $5.6250 12/07/98
WPAM 7,644 $5.3125 12/08/98
_______________
* Shares held by advisory accounts managed by Warburg Pincus Asset
Management, Inc. on a discretionary basis. Warburg Pincus Asset Management,
Inc. is controlled by Warburg, Pincus & Co. These shares were received as
distributions to certain investment advisory accounts from unaffiliated
entities in which such accounts were invested.
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JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Common Stock of Phycor, Inc. is, and any amendment
therto signed by each of the undersigned shall be, filed on behalf of each
undersigned pursuant to and in accordance with the provisions of 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
Dated: December 28, 1998
WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /S/ Stephen Distler
-------------------
Partner
WARBURG, PINCUS & CO.
By: /S/ Stephen Distler
-------------------
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /S/ Stephen Distler
-------------------
Member
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