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Securities and Exchange Commission
Washington, D.C. 20549
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): November 26, 1996
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FPA MEDICAL MANAGEMENT, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24276 33-0604264
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
3636 Nobel Drive
San Diego, California 92122
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(Address of Principal (Zip Code)
Executive Offices)
(619) 453-1000
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(Registrant's Telephone Number, Including Area Code)
2878 Camino del Rio South, Suite 301, San Diego, California
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER INFORMATION.
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On November 26, 1996, the Registrant announced that it plans to offer
$75,000,000 aggregate principal amount (excluding up to an additional
$11,250,000 aggregate principal amount) of convertible subordinated debentures
due 2001 (the "Debentures") that may be purchased by certain initial purchasers
(the "Initial Purchasers"). The Debentures will be convertible into shares of
the Registrant's Common Stock. The Debentures and the underlying Common Stock
are being offered and sold only (i) to "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act of 1933, as amended) in reliance
on Rule 144A, (ii) to a limited number of other "accredited investors" as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
amended, that are institutional investors and that, prior to their purchase of
the Debentures, deliver to the Initial Purchasers a letter containing certain
representations and agreements and (iii) outside the United States to certain
persons in offshore transactions in reliance on Regulation S under the
Securities Act of 1933, as amended. The entire text of the Registrant's press
release is incorporated by reference herein and a copy has been filed as an
exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
99 Press Release, dated November 26, 1996
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SIGNATURES
Pursuant to 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.
Dated: December 12, 1996 FPA Medical Management, Inc.
(Registrant)
By: /s/ JAMES A. LEBOVITZ
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James A. Lebovitz
Senior Vice President, General
Counsel and Secretary
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FPA MEDICAL MANAGEMENT, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit No. Exhibit
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99 Press Release, dated November 26, 1996
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[FPA MEDICAL MANAGEMENT, INC. LETTERHEAD]
For: FPA Medical Management, Inc.
Investor Contact: Steven M. Lash
Executive Vice President and
Chief Financial Officer
619-295-7005
FOR IMMEDIATE RELEASE
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Robert P. Jones\Jill Ruja
Media Contact: Miriam Adler
Morgan-Walks Associates
212-850-5600
FPA MEDICAL MANAGEMENT, INC. PLANS TO OFFER CONVERTIBLE
SUBORDINATED DEBENTURES
San Diego, California, November 26, 1996 -- FPA Medical Management, Inc.
(Nasdaq:FPAM) today announced that it plans to offer $75,000,000 aggregate
principal amount of Convertible Subordinated Debentures due 2001 (the
"Debentures"). The Company will grant to the initial purchasers the option to
purchase up to an additional $11,250,000 principal amount of the Debentures
solely to cover over-allotments. The Debentures will be convertible into shares
of Common Stock of the Company at a fixed conversion price per share to be
determined, subject to adjustment in certain circumstances. The Debentures will
be redeemable by the Company at declining redemption prices commencing in
December 1999. The purpose of the proposed offering is to provide funds to repay
certain indebtedness and for general corporate purposes, including acquisitions
to support future growth. The Company intends to register the Debentures and the
underlying Common Stock within 30 days of the first issuance of the Debentures.
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The Debentures will be offered through initial purchasers in the United
States only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Act") and to a limited number of
institutional "accredited investors" as defined in the Act. The remainder of the
Debentures will be offered by the initial purchasers outside the United States
in reliance on Regulation S under the Act.
The Debentures issued and sold in reliance on Rule 144A are expected to
be eligible for trading on the PORTAL Market of the National Association of
Securities Dealers, Inc.
The Debentures and the underlying common stock offered have not been
registered under the act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
FPA Medical Management, Inc. is a national physician practice management
company which acquires, organizes and manages primary care physician networks
and provides contract management services to hospital based emergency
departments.
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