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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):
January 8, 1998 (January 7, 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.
The Board of Directors of each of PhyCor, Inc., a Tennessee
corporation, and MedPartners, Inc., a Delaware corporation, have determined that
it is in the best interests of their respective companies and shareholders to
terminate the Plan and Agreement of Merger, dated as of October 29, 1997,
between the parties (the "Merger Agreement").
The press release announcing the termination of the Merger
Agreement and the transactions contemplated thereby is attached hereto as
Exhibit 99 and is incorporated herein 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 release issued by the Registrant in
connection with the termination of the Merger
Agreement
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PHYCOR, INC.
By: /s/ N. Carolyn Forehand, Esq.
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N. Carolyn Forehand, Esq.
Vice President
Date: January 8, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C>
99 -- Form of press release issued by the Registrant in connection with
the termination of the Merger Agreement
</TABLE>
4
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PHYCOR
THE PHYSICIANS' CORPORATION NEWS RELEASE
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CONTACT: FOR PHYCOR, INC.: FOR MEDPARTNERS, INC.:
Joseph C. Hutts Larry R. House
Chairman, President and Chief Executive Chairman and Chief Executive
Officer Officer
or or
John K. Crawford Harold O. Knight, Jr.
Chief Financial Officer Chief Financial Officer
(615)665-9066 (205)733-8996
Investor Relations: Investor Relations:
Shawn Carder Randy Pittman
Director Vice President - Finance
(615)665-9066 or
Tom Bartels
New York Media Contact: Director
Sam Ostrow (205)733-8996
(203)328-3018
Media Relations:
Other Media Contact: Tom Dingledy
Tom Lawrence Vice President-Corporate
(615)665-9066 Communications
(205)733-8996
MEDPARTNERS AND PHYCOR ANNOUNCE
TERMINATION OF MERGER PLAN
Birmingham, Alabama, and Nashville, Tennessee (January 7, 1998) - MedPartners,
Inc. (NYSE:MDM) and PhyCor, Inc. (Nasdaq/NM:PHYC) today announced they have
mutually agreed to terminate their plan to merge the two companies. The Boards
of Directors of both companies had approved a merger agreement on October 29,
1997.
"After a lengthy review and planning process, we determined due to
significant operational and strategic differences we would be unable to
successfully and effectively integrate the two companies," said Joseph C.
Hutts, president, chairman and chief executive officer of PhyCor. "Each company
takes a much different approach to business in a number of key areas,
including information systems, development, and operations. MedPartners is a
very well managed company with tremendous management talent, and I feel sure it
will continue to be very successful in the future."
"The MedPartners team has worked very hard these past two months to gain
an understanding of PhyCor's business philosophies and practices and to have
them understand ours, and it became apparent the differences in the two
companies were significant," said Larry R. House, MedPartners'
-MORE-
PHYCOR, Inc. - 30 Burton Hills Blvd. - Suite 400 - Nashville, Tenn. 37215 -
615-665-9066
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PHYC Terminates Merger Plan
Page 2
January 7, 1998
chairman and chief executive officer. "During this time, we have continued to
position MedPartners for the future by strengthening our day-to-day operations
and planning strategic acquisitions."
PhyCor, Inc., headquartered in Nashville, Tennessee, is a physician
practice management company that operates multi-specialty clinics and manages
independent practice associations (IPAs). The Company operates 55 clinics with
approximately 3,860 physicians in 28 states and manages IPAs with over 18,700
physicians in 28 markets.
MedPartners, Inc. with headquarters in Birmingham, Alabama, is the
nation's largest manager of physician practices, operating in 40 states. The
company develops, consolidates and manages healthcare delivery systems. Through
the company's network of affiliated groups and IPA physicians, MedPartners
provides primary and specialty healthcare services to prepaid managed care
enrollees and fee-for-service patients. MedPartners also manages the nation's
largest independent prescription benefits management (PBM) company. Through the
PBM, the company administers 53 million prescriptions annually.
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