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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):
June 3, 1998 (May 19, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 19, 1998, PhyCor, Inc., a Tennessee corporation ("PhyCor"),
acquired PrimeCare International, Inc., a Delaware corporation ("PCI"), through
the merger (the "Merger") of PCI with a wholly-owned subsidiary of PhyCor with
PCI being the surviving corporation, pursuant to an Agreement and Plan of Merger
dated May 18, 1998 between PhyCor, its merger subsidiary, PCI and the principal
stockholder of PCI. The consideration paid by PhyCor consisted of approximately
4.1 million shares of PhyCor Common Stock and $46.8 million cash. PhyCor funded
the cash paid through borrowings under its credit facility.
The press release announcing the execution 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 Merger
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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/ John K. Crawford
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John K. Crawford
Chief Financial Officer
Date: June 3, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99 -- Form of press release issued by the Registrant in connection with
the Merger
4
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EXHIBIT 99
PHYCOR ANNOUNCES AGREEMENT
TO ACQUIRE PRIMECARE
Nashville, Tennessee (May 19, 1998) - PhyCor, Inc. (Nasdaq/NM:PHYC) and
PrimeCare International, Inc. (PrimeCare) today announced that they have
executed an agreement whereby PhyCor is acquiring PrimeCare and assuming
operations effective in May of 1998. PrimeCare is a physician practice
management company serving southern California's Inland Empire, which includes
Riverside and San Bernardino counties. PrimeCare's delivery network is comprised
of an integrated campus (including the 69-physician Desert Valley Medical Group,
the 83-bed Desert Valley Hospital, and Apple Valley Surgery Center) as well as
the Inland Empire IPA Network, a network of 10 IPAs consisting of 210 primary
care physicians and approximately 2,000 affiliated specialty physicians. Other
terms of the transaction were not disclosed.
Joseph C. Hutts, President and Chief Executive Officer of PhyCor, said,
"We believe PrimeCare represents a strong opportunity and significantly enhances
our presence in the southern California market. PrimeCare's comprehensive
network provides care to more than 190,000 managed care members. It has a proven
medical management infrastructure and has demonstrated the ability to
effectively and efficiently manage capitated risk contracts in the very
competitive price sensitive southern California health care market. In its first
year of operations, the Desert Valley Hospital received an unprecedented
three-year accreditation with commendation from the Joint Commission on
Accreditation of Healthcare Organizations (JCAHO). In addition, PrimeCare
utilizes the prestigious Loma Linda University Medical Center as a risk partner
for all institutional services associated with the Inland Empire IPA network
patients. PrimeCare has created an attractive network that is gaining momentum
in its market and is well positioned for continued growth."
Dr. Prem Reddy, founder and chairman of PrimeCare, said, "We selected
PhyCor because of their physician-centered, patient-focused operating
philosophy. I believe our physicians will be best served by a physician-driven
organization like PhyCor, and this combination should result in a premier
provider organization." Dr. Edward R. Casas, President and Chief Executive
Officer of PrimeCare, added, "We are excited about combining with the leading
physician practice management company in the country. The experience of the
PhyCor management team, along with their relationships with payors and
hospitals, will provide significant value to our delivery network."
In December 1997, PhyCor announced that it had signed separate
agreements to purchase Atlanta-based First Physician Care, Inc., a provider of
practice management services to approximately 190 physicians and mid-level
providers, and Seattle-based CareWise, Inc., a nationally recognized leader in
the consumer decision-support industry. Both transactions, to be accounted for
as poolings-of-interests, are expected to be completed in July of 1998.
PhyCor, Inc., headquartered in Nashville, Tennessee, is a physician
practice management company that operates multi-specialty clinics and manages
independent practice associations (IPAs). Including pending transactions, the
Company operates 61
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clinics with approximately 4,200 physicians in 29 states and manages IPAs with
over 23,800 physicians in 35 markets.
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.
