<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. 1
(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 (the "Prospectus") relating to the
potential sale from time to time of up to $80,650,000 aggregate amount of the
Debentures, of up to 3,107,900 shares of the Common Stock issuable upon
conversion thereof by the Selling Securityholders and of up to 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 line item "Foundation Health Corporation(2) . . . 4,076,087, 16.4,
4,076,087, --," contained in the table set forth in the Prospectus under the
caption "Selling Securityholders and Stockholders" shall be deleted in its
entirety and replaced with the following:
SHARES BENEFICIALLY OWNED BEFORE OFFERING
<TABLE>
<CAPTION>
SHARES
NUMBER PERCENT OFFERED
---------- ------- ----------
<S> <C> <C> <C>
Foundation Health Corporation(2)..................... 4,076,087 16.4 4,071,831
Bruce Tarzy.......................................... 2,148 * 2,148
William Quesenberry.................................. 2,148 * 2,148
</TABLE>
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(2) Foundation Health Corporation received 4,076,087 shares of FPA common stock
in connection with the acquisition by FPA of FHMS and Holding Company. See
"Recent Developments." Foundation Health Corporation and FPA agreed pursuant
to a Registration Rights Agreement dated as of November 29, 1996, that
Foundation Health Corporation is entitled to a demand registration of such
shares commencing March 31, 1997. In consideration for the inclusion of its
FPA common stock in the Registration Statement of which this Prospectus is a
part, Foundation Health Corporation has agreed to a lock-up of the 4,076,087
shares offered hereby until April 9, 1997.
Unless otherwise noted, all information provided in this Prospectus
Supplement is as of February 27, 1997.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 27, 1997.
