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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 9, 2000 (June 8, 2000)
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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 37215
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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 June 9, 2000, PhyCor, Inc., a Tennessee corporation ("PhyCor"),
announced that Joseph C. Hutts had resigned his positions as Chairman of the
Board of Directors and Chief Executive Officer of PhyCor. Mr. Hutts will remain
on the Board of Directors. Derril W. Reeves also resigned his positions as Vice
Chairman of the Board, Executive Vice President and Chief Development Officer of
PhyCor. In addition, Mr. Reeves resigned from the Board of Directors. The
resignations were effective June 8, 2000. Thompson S. Dent, President of PhyCor,
has been named Chairman of the Board and Chief Executive Officer of PhyCor
effective immediately.
In addition, PhyCor announced that E. M. Warburg, Pincus & Co., LLC
("Warburg, Pincus") and PhyCor have mutually determined that PhyCor will not
issue the second series of zero coupon convertible subordinated notes under its
previously announced agreement with Warburg, Pincus. As a result of the
determination not to issue the second series of notes, the agreement allows
Warburg, Pincus to purchase up to 15,000,000 shares of PhyCor's Common Stock in
the open market over the next six months.
The press release announcing the above stated matters 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 June 9, 2000
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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/ Tarpley B. Jones
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Tarpley B. Jones
Executive Vice President and
Chief Financial Officer
Date: June 9, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99 -- Form of press release issued June 9, 2000
4
