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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 15, 1998 (October 14, 1998)
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PHYCOR, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-19786 62-13344801
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
30 Burton Hills Boulevard
Suite 400
Nashville, Tennessee 37015
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(Address of principal executive offices) (Zip Code)
(615) 665-9066
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Page 1 of 4 pages
Exhibit Index located on Page 4
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ITEM 5. OTHER EVENTS.
On October 14, 1998, PhyCor, Inc., a Tennessee corporation (the
"Company"), issued two press releases. The first press release announced the
expansion of the Company's previously announced common stock repurchase program
to include the Company's 4.5% Convertible Subordinated Debentures due 2003 and
other securities. The second press release announced that the Company and Watson
Clinic LLP have agreed not to renew their interim management agreement and have
suspended further activities relating to the completion of their anticipated
transaction involving PhyCor's acquisition of certain of Watson Clinic's assets
and the execution of a long-term service agreement. A copy of the press releases
are attached hereto as Exhibit 99 and are incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None required
(b) Pro Forma Financial Information.
None required
(c) Exhibits.
99 Form of press releases issued by the Company on October
14, 1998.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHYCOR, INC.
By: Joseph C. Hutts
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Joseph C. Hutts
Chairman, President and
Chief Executive Officer
Date: October 15, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99 Form of press releases issued by the Company on October 15, 1998.
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Exhibit 99
Wednesday October 14, 8:00 am Eastern Time
Company Press Release
PhyCor Announces Expansion of Securities
Repurchase Program
NASHVILLE, Tenn.--(BUSINESS WIRE)--Oct. 14, 1998--PhyCor, Inc. (Nasdaq/NM:PHYC -
news) today announced that its $50 million common stock repurchase program
previously announced on September 22, 1998, has been expanded into a securities
repurchase program to include the Company's 4.5% Convertible Subordinated
Debentures due 2003 and other securities, the economic terms of which are
derived from the Company's common stock and/or debentures.
Transactions pursuant to the Company's repurchase program may be made from time
to time in the open market and in privately negotiated transactions on terms and
conditions acceptable to the Company.
PhyCor, Inc., headquartered in Nashville, Tennessee, is a physician practice
management company that operates multi-specialty clinics, manages independent
practice associations, and provides health care decision-support services to
consumers. The Company operates 56 clinics with approximately 3,725 physicians
in 29 states, manages IPAs with approximately 26,000 physicians in 36 markets,
and, through CareWise, Inc., provides healthcare decision support services to
over 2 million consumers.
This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. As
such, they involve risk and uncertainty that actual results may differ
materially from those projected in these forward-looking statements. A
discussion of important factors and assumptions regarding these statements and
risks involved is contained in PhyCor's recent filings with the Securities and
Exchange Commission.
For additional information about the Company, visit PhyCor's web site:
http://www.phycor.com
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Contact:
PhyCor Inc., Nashville
Joseph C. Hutts or John K. Crawford, 615/665-9066
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Wednesday October 14, 9:00 am Eastern Time
Company Press Release
PhyCor and Watson Clinic Suspend Transaction
NASHVILLE, Tenn. & LAKELAND, Fla.--(BUSINESS WIRE)--Oct. 14, 1998--
PhyCor, Inc. (Nasdaq/NM:PHYC - news) and Watson Clinic LLP today announced that
they have agreed not to renew an interim management agreement which expired on
August 31, 1998. In addition, PhyCor and Watson Clinic have suspended further
activities relating to the completion of their previously announced transaction
involving PhyCor's acquisition of certain of Watson Clinic's assets and the
execution of a long-term service agreement.
Joseph C. Hutts, president and chief executive officer of PhyCor, said, "We have
worked with the team at Watson Clinic for over a year to create a relationship
that would benefit both parties. Watson Clinic is an excellent medical
organization comprised of high quality physicians, nurses and supporting
personnel, and we truly wanted to have them join with PhyCor.
"We have been unable to reconcile Watson Clinic's anticipated valuation levels
with our investment parameters, which are tied to current capital market
conditions. Accordingly, we have concluded that this investment does not compete
favorably with other investment opportunities currently available to PhyCor,
including growth of our existing clinics and IPAs, other multi-specialty group
affiliations, and our securities repurchase program. We regret that these two
organizations, which have developed a strong appreciation and respect for each
other, are unable to come together at this time. We hope to continue our
discussions relating to potential regional network initiatives."
John K. Crawford, executive vice president and chief financial officer of
PhyCor, stated, "We do not believe this event will affect our ability to meet
current earnings targets for 1998 and 1999, as we expect to redirect these funds
to other investments, including our securities repurchase program."
Robert H. Chapman, M.D., chairman and chief executive officer of Watson Clinic
LLP, said, "We have come to respect PhyCor as an organization. We regret that we
will not consummate the anticipated agreement, but will continue to communicate
with them and may well work together in certain areas. Watson Clinic is a strong
organization with a long history. We will continue to serve the people of
Central Florida and innovate the delivery of medical care in our region."
Watson Clinic LLP is a 175-physician multi-specialty group located in Lakeland,
Florida, which delivers care in 17 medical offices and clinics.
PhyCor, Inc., headquartered in Nashville, Tennessee, is a physician practice
management company that operates multi-specialty clinics, manages independent
practice associations, and provides health care decision-support services to
consumers. The Company operates 56 clinics with approximately 3,725 physicians
in 29 states, manages IPAs with approximately 26,000 physicians in 36 markets,
and, through CareWise, Inc., provides healthcare decision support services to
over 2 million consumers.
This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. As
such, they involve risk and uncertainty that actual results may differ
materially from those projected in these forward-looking statements. A
discussion of important factors and assumptions regarding these statements and
risks involved is contained in PhyCor's recent filings with the Securities and
Exchange Commission.
For additional information about the Company, visit PhyCor's web site:
http://www.phycor.com
Contact:
PhyCor Inc., Nashville
Joseph C. Hutts or John K. Crawford
615/665-9066
or
Watson Clinic LLP
Robert H. Chapman, M.D. or Michael A. Callahan
941/680-7000
