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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) or The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 1996
FPA MEDICAL MANAGEMENT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-24276 33-0604264
(State of other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
2878 Camino del rio South
Suite 301
San Diego, California 92108
(Address of principal executive offices) (Zip Code)
(619)295-7005
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On October 31, 1996, the Registrant consummated the merger (the
"Merger") of a wholly owned subsidiary of the Registrant ("Acquisition Sub"),
with and into Sterling Healthcare Group, Inc., a Florida corporation
("Sterling"), pursuant to an Agreement and Plan of Merger entered into as of May
19, 1996 (the "Merger Agreement"). Pursuant to the Merger Agreement, Sterling
became a wholly owned subsidiary of the Registrant and each outstanding share of
Sterling common stock was converted into approximately .951 of a share of the
Registrant's common stock. The shares of the Registrant's common stock issued to
the Sterling shareholders were registered on a Registration Statement on Form S-
4 filed under the Securities Act of 1933, as amended, which was declared
effective on October 4, 1996. The Registrant utilized its working capital to
fund the cash portion of the consideration representing payment for fractional
shares.
Item 7. Financial Statements, Pro Forma Financial Information Exhibits
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(a) Financial Statements (Incorporated by reference to Registrant's
Registration Statement on Form S-4 filed on October 4, 1996.)
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of May 19, 1996 by and among
FPA Medical Management, Inc., Sterling Acquisition Corporation and
Sterling Healthcare Group, Inc. (Incorporated by reference to
Registrant's Current Report on Form 8-K filed on May 20, 1996).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Stevenson, Jones & Holmaas, P.C.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this current report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
FPA MEDICAL MANAGEMENT, INC.
By:/s/ James A. Lebovitz
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Date: November , 1996 Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Number Exhibit
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2.1 Agreement and Plan of Merger dated as of May 19, 1996 by and
among FPA Medical Management, Inc., Sterling Acquisition
Corporation and Sterling Healthcare Group, Inc. (Incorporated by
reference to Registrant's Current Report on Form 8-K filed on May
20, 1996).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Stevenson, Jones & Holmaas, P.C.
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Current Report on Form 8-K
under the Securities Exchange Act of 1934 of FPA Medical Management, Inc. (the
"Company") dated October 31, 1996 of our report dated March 8, 1996, appearing
in the Annual Report on Form 10-K/A of the Company for the year ended
December 31, 1995, incorporated by reference in Registration Statement
No. 333-13535 of the Company on Form S-4 under the Securities Act of 1933.
/s/ Deloitte & Touche LLP
San Diego, California
November 8, 1996
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form 8-K of FPA Medical
Management, Inc. of our report dated March 15, 1996, on our audits of the
consolidated financial statements and schedules of Sterling Healthcare Group,
Inc. as of December 31, 1994 and 1995, and for the year ended
December 31, 1995, and for the period from June 1, 1994 to December 31, 1994,
and on our audits of the financial statements and schedules of Sterling Health
Care Group, Inc. and Sterling Healthcare, Inc. for the five months ended May 31,
1994, and for the year ended December 31, 1993, which report is included in the
Annual Report on Form 10-K/A.
/s/ Coopers & Lybrand L.L.P.
Miami, Florida
November 12, 1996
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Exhibit 23.3
The Board of Directors
Physician First, Inc.
We consent to the inclusion of our report dated March 29,1996, with respect to
the consolidated balance sheets of Physicians First, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholder's equity, and cash flows for each of the years in the
two-year period ended December 31, 1995, which report is incorporated by
reference in the Form 8-K of FPA Medical Management, Inc. dated November 12,
1996.
KPMG Peat Marwick LLP
Miami, Florida
November 12, 1996
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EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this current report of FPA
Medical Management, Inc. ("FPA") on Form 8-K of (1) our report dated September
30, 1996 on the combined financial statements of Foundation Health Medical
Services (a wholly-owned subsidiary of Foundation Health Corporation) and
affiliates as of June 30, 1995 and 1996 and for each of the three years in the
period ended June 30, 1996, which report appears in Registration Statement No.
333-13535 of FPA on Form S-4 under the Securities Act of 1933, and (2) our
report dated February 23, 1996 on the financial statements of Foundation Health
IPA as of December 31, 1995 and 1994 and for the year ended December 31, 1995
and for the period from June 7, 1994 (date of inception) to December 31, 1994,
which report is incorporated by reference in Registration Statement No.
333-13535 of FPA on Form S-4 under the Securities Act of 1933. Such reports
express unqualified opinions and include explanatory paragraph referring to
significant related party transactions.
DELOITTE & TOUCHE LLP
Sacramento, California
November 8, 1996
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EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this current report on Form 8-K
under the Securities Exchange Act of 1934 of FPA Medical management, Inc.
("FPA") of our report dated April 27, 1994 on the financial statements of
Thomas-Davis Medical Centers, P.C. for the year ended December 31, 1993
appearing in Registration Statement No. 333-13535 of FPA on Form S-4 under the
Securities Act of 1933.
/s/ Stevenson, Jones & Holmaas, P.C.
STEVENSON, JONES & HOLMAAS, P.C.
Tucson, Arizona
November 8, 1996
