SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) May 1, 1996
PEDIATRIX MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
0-26762 65-0271219
_________________________ _____________________________
(Commission File Number) (IRS Employer Identification
No.)
1455 Northpark Drive
Ft. Lauderdale, Florida 33326
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (954) 384-0175
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 1, 1996, Pediatrix Acquisition Corp., a Colorado
corporation ("PAC"), which is a separate legal entity that
contracts with Pediatrix Medical Group, Inc., a Florida corporation
(the "Registrant"), acquired all of the outstanding capital stock
of Rocky Mountain Neonatology, P.C., a Colorado professional
corporation ("RMN"), pursuant to a merger of PAC with and into RMN
(the "Merger"). Pursuant to the Merger, the shareholders of RMN
received an aggregate cash payment of $7.2 million for their shares
of capital stock of RMN. The amount of consideration paid for the
stock of RMN was determined through arms' length negotiations among
representatives of the Registrant and RMN. The foregoing summary
is qualified in its entirety by the copy of the Agreement and Plan
of Merger attached hereto as an exhibit.
The source of the consideration paid to the shareholders
of RMN was a portion of the proceeds from the Registrant's initial
public offering completed in September 1995.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED*
Audited financial statements of RMN as of and for
the year ended December 31, 1995.*
(B) PRO FORMA FINANCIAL INFORMATION*
*The financial information required by this Form 8-
K/A has been previously reported (as such term is defined in Rule
12b-2 of the Securities Exchange Act of 1934, as amended) by the
Registrant in a Registration Statement on Form S-1, Registration
No. 333-07125, filed with the Commission on June 28, 1996.
(C) EXHIBITS
2.1 Agreement and Plan of Merger, dated May 1,
1996, among PAC, RMN and the shareholders of
RMN**
___________________
**Previously filed
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 thereunto duly authorized.
PEDIATRIX MEDICAL GROUP, INC.
Dated: July 8, 1996 By: /s/ Lawrence M. Mullen
Lawrence M. Mullen
Chief Financial Officer
