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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): December 13, 1996
FPA MEDICAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-24276 33-0604264
(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification No.)
3636 Nobel Drive, Suite 200, San Diego, California 92122
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (619) 453-1000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 13, 1996 the Registrant announced that it had entered into
a purchase agreement providing for the sale of $75,000,000 aggregate principal
amount of 6.5% Convertible Subordinated Debentures due December 15, 2001 (the
"Debentures") to certain initial purchasers (the "Initial Purchasers"). The
Debentures will be convertible into shares of the Registrant's Common Stock at a
fixed conversion price per share equal to $25.95, subject to adjustment in
certain circumstances. The Debentures will be redeemable by the Company at
declining redemption prices commencing in December 1999.
The Debentures and the underlying Common Stock are being offered
through the Initial Purchasers only to (i) "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act of 1933, as amended) in reliance
on Rule 144A, (ii) 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 is filed as an exhibit to
this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press Release dated December 13, 1996
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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.
FPA MEDICAL MANAGEMENT, INC.
(Registrant)
Dated: January 2, 1997 By: /s/ JAMES A. LEBOVITZ
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James A. Lebovitz
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit Page Number
- ----------- ------- -----------
99.1 Press Release dated December 13, 1996
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EXHIBIT 99.1
FPA MEDICAL MANAGEMENT, INC. ANNOUNCES OFFERING OF $75 MILLION
CONVERTIBLE SUBORDINATED DEBENTURES
SAN DIEGO, CALIFORNIA, DECEMBER 13, 1996....FPA MEDICAL
MANAGEMENT, INC.(NASDAQ:FPAM) today announced that it has entered into a
purchase agreement providing for the sale of $75,000,000 aggregate principal
amount of 6.5% Convertible Subordinated Debentures due December 15, 2001 (the
"Debentures"). The Company has granted 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 equal to
$25.95, 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 offering is to provide funds to repay certain
indebtedness and for general corporate purposes, including acquisitions to
support future growth. The Company intends to issue the Debentures on December
18, 1996 and to register the Debentures and the underlying Common Stock within
30 days of the first issuance of the Debentures.
Steven M. Lash, FPA's Executive Vice President and Chief
Financial Officer stated, "This transaction allows FPA to repay approximately
$39 million in debt, and add approximately $33 million in cash to our balance
sheet."
The Debentures are being 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 are being offered by the initial purchasers outside
the United States in reliance on Regulation S under the Act.
The Debentures have been designated for trading in the Private
Offerings, Resales and Trading through Automated Linkages (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 healthcare
management service organization which organizes and manages primary care
physician networks and provides contract management services to hospital based
emergency departments.
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