<PAGE> 1
This filing is made pursuant to Rule 424(B)(3)
under the Securities Act of 1933 in connection
with Registration No. 333-20007.
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED FEBRUARY 14, 1997)
$80,650,000 6 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001
8,361,371 SHARES OF COMMON STOCK
FPA MEDICAL MANAGEMENT, INC.
This Prospectus Supplement supplements information contained in that
certain Prospectus dated February 14, 1997 as supplemented by Prospectus
Supplement No. 1 dated February 27, 1997 and by Prospectus Supplement No. 2
dated March 24, 1997 (the Prospectus as supplemented, the "Prospectus") relating
to the potential sale from time to time of up to (i) $80,650,000 aggregate
amount of the Debentures, (ii) 3,107,900 shares of the Common Stock issuable
upon conversion thereof by the Selling Securityholders, and (iii) 5,253,471
Individual Shares by the Selling Stockholders. This Prospectus Supplement is not
complete without, and may not be delivered or utilized except in connection
with, the Prospectus, including any amendments or supplements thereto.
Capitalized terms used herein but not defined have the meanings assigned to such
terms in the Prospectus.
The following table supplements the information set forth in the
Prospectus under the caption "Selling Securityholders and Selling Stockholders"
with respect to the Selling Securityholders and the respective principal amount
of Debentures beneficially owned by each such Selling Securityholder and that
may be sold pursuant to the Prospectus, as amended or supplemented. The line
item "All other Holders . . . 12,525,000, 15.5%, 482,659" contained in the table
set forth in the Prospectus shall be deleted in its entirety and replaced as set
forth below:
<TABLE>
<CAPTION>
Principal
Amount of Number of
Debentures Shares of
Beneficially Percent of Common
Owned and That Outstanding Stock That
Name(1) May Be Sold Debentures May Be Sold
- ------- ----------- ---------- -----------
<S> <C> <C> <C>
Catholic Mutual Relief Society
of America.................................... 130,000 * 5,010
Catholic Mutual Relief Society
of America Retirement Plan
and Trust .................................... 150,000 * 5,780
JMG Convertible Investments L.P. ............... 4,250,000 5.27 163,777
Pacific Innovation Trust Capital
Income Fund ................................... 55,000 * 2,120
All other Holders .............................. 7,940,000 9.9 305,973
</TABLE>
- --------------------
(1) The information set forth herein is as of April 10, 1997 and will be
updated as required. Certain of the holders share investment power with
their respective investment advisors.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 14, 1997.
