SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Physician Reliance Network, Inc.
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
71940G108
(Cusip Number)
J. Taylor Crandall
201 Main Street
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 3,296,000 shares, which
constitutes approximately 6.4% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 51,403,943 shares
outstanding.
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1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 493,500 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 493,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
493,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
[ ]
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: CO
- -------------------
(1) Power is exercised through its President and sole director,
Robert M. Bass.
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1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 493,500 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 493,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
493,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
[ ]
13. Percent of Class Represented by Amount in Row (11): 1.0%
14. Type of Reporting Person: IN
- -------------------
(1) Solely in his capacity as President and sole director of Keystone, Inc.
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1. Name of Reporting Person:
FW Physicians Investors, L.P.
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,802,500 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,802,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,802,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
[ ]
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: PN
- -------------------
(1) Power is exercised by its sole general partner, Group 31, Inc.
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1. Name of Reporting Person:
Group 31, Inc.
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,802,500 (1)(2)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,802,500 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,802,500 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
[ ]
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: IN
- -------------------
(1) Power is exercised by its President, J. Taylor Crandall.
(2) Solely in its capacity as the sole general partner of FW Physicians
Investors, L.P.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group: (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,802,500 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,802,500 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,802,500 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
[ ]
13. Percent of Class Represented by Amount in Row (11): 5.5%
14. Type of Reporting Person: IN
- -------------------
(1) Solely in his capacity as the President of Group 31, Inc.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated May 5, 1997 (the
"Schedule 13D"), relating to the common stock, no par value, of Physician
Reliance Network, Inc. Unless otherwise indicated, all defined terms used herein
shall have the same meanings as those set forth in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following between the first and
second paragraphs thereof:
The Issuer entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated December 11, 1998, by and among the Issuer, American Oncology
Resources, Inc. ("American Oncology"), and Diagnostics Acquisition, Inc.
("Diagnostics"), a wholly owned subsidiary of American Oncology, under which
Diagnostics will merge with and into the Issuer (the "Merger"). In connection
with the Merger, each of Keystone, FW Investors and J. Taylor Crandall
(collectively, the "Affiliates"), on January 8, 1999, delivered to American
Oncology an Affiliate Agreement, dated January 5, 1999 (the "Affiliate
Agreement"). The form of the Affiliate Agreement is attached hereto as Exhibit
99.2, and is incorporated herein by reference.
The Affiliate Agreement contains, among other things, certain
provisions which relate to: (i) the disposition by the Affiliates of currently
held Stock and of shares of common stock in American Oncology (the "American
Oncology Stock"), (ii) the disposition of American Oncology Stock received by
the Affiliates in connection with the Merger (the "Merger Shares"), and (iii)
the voting of Stock in favor of the Merger, and the prohibition against entering
into agreements that are inconsistent with the Affiliate Agreement. These
provisions are described in greater detail in "Item 6 - Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer."
<PAGE>
Item 5. Interest in Securities of the Issuer.
No material change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety to read as
follows:
Attached hereto as Exhibit 99.2 is the form of the Affiliate Agreement.
The Affiliate Agreement is incorporated herein by reference, and the following
summary is qualified in its entirely by reference to the Affiliate Agreement.
Except as set forth herein or in the Exhibits filed herewith, there are no
contracts, arrangements, understandings or relationships with respect to Stock
owned by the Reporting Persons. In the summary, capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Affiliate
Agreement.
SUMMARY OF AFFILIATE AGREEMENT
RESTRICTIONS ON TRANSFER
The Affiliates have agreed not to sell, transfer or otherwise dispose
of any Stock held by them during the period commencing 30 days before the Merger
becomes effective (the "Effective Time") and ending at the earlier of the
Effective Time and the termination of the Merger Agreement.
The Affiliates have also agreed not to sell, transfer or otherwise
dispose of American Oncology Stock owned by them after the Effective Time,
unless financial statements have been published that include at least 30 days of
the combined operations of the Issuer and American Oncology, or the Affiliates
first deliver to American Oncology an opinion from PricewaterhouseCoopers LLP,
or a no-action letter from the Securities and Exchange Commission (the "SEC"),
to the effect that such disposition will not cause the Merger not to be treated
as a "pooling of interests." In addition, the Affiliates have agreed not to make
any disposition of Merger Shares in violation of the United States Securities
Act of 1933, as amended (the "Securities Act").
The Affiliates have also agreed that, since they may be deemed to be
affiliates of the Issuer at the time the Merger is submitted for a vote of the
Issuer's stockholders, they may only sell the Merger Shares under an effective
registration statement or exemption under the Securities Act, or in accordance
with Rule 145 of the SEC under the Securities Act.
VOTING AGREEMENTS
The Affiliates have agreed that at any applicable meeting of the
Issuer's stockholders, they will vote all voting shares of capital stock held by
them in the Issuer in
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favor of the Merger and the Merger Agreement. The Affiliates have also agreed
that, prior to the termination of the Affiliate Agreements, they will not enter
into any agreement or understanding that is inconsistent with the Affiliate
Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 99.2 -- Form of Affiliate Agreement, dated January 5, 1999.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: January 8, 1999
KEYSTONE, INC.
By: /s/ W.R. Cotham
---------------
W.R. Cotham,
Vice President
/s/ W.R. Cotham
---------------
W. R. COTHAM
Attorney-in-Fact for:
Robert M. Bass (1)
FW PHYSICIANS INVESTORS, L.P.
By: Group 31, Inc.,
General Partner
By: /s/ W.R. Cotham
---------------
W.R. Cotham,
Vice President
GROUP 31, INC.
By: /s/ W.R. Cotham
---------------
W.R. Cotham,
Vice President
/s/ J. Taylor Crandall
----------------------
J. TAYLOR CRANDALL
(1) A Power of Attorney authorizing W. R. Cotham, et al., to and on behalf
of Robert M. Bass previously has been filed with the Securities and
Exchange Commission.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
KEYSTONE, INC.
By: /s/ W.R. Cotham
---------------
W.R. Cotham,
Vice President
/s/ W.R. Cotham
---------------
W. R. COTHAM
Attorney-in-Fact for:
Robert M. Bass (1)
FW PHYSICIANS INVESTORS, L.P.
By: Group 31, Inc.,
General Partner
By: /s/ W.R. Cotham
---------------
W.R. Cotham,
Vice President
GROUP 31, INC.
By: /s/ W.R. Cotham
---------------
W.R. Cotham,
Vice President
/s/ J. Taylor Crandall
----------------------
J. TAYLOR CRANDALL
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Robert M. Bass previously has been filed with the Securities and
Exchange Commission.
AFFILIATE AGREEMENT
American Oncology Resources, Inc.
16825 Northchase Drive, Suite 1300
Houston, Texas 77060
Attention: Phillip H. Watts
Ladies and Gentlemen:
The undersigned has been advised that, as of the date hereof, the
undersigned may be deemed to be an "affiliate" of Physician Reliance Network,
Inc., a Texas corporation ("PRN"), as that term is defined for purposes of
paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the terms and subject to the conditions of that certain
Agreement and Plan of Merger by and among American Oncology Resources, Inc.,
Diagnostics Acquisition, Inc., a Texas corporation and wholly owned subsidiary
of American Oncology Resources, Inc. ("Sub"), and PRN dated as of December 11,
1998 (the "Merger Agreement"), providing for, among other things, the merger of
Sub with and into PRN (the "Merger"), the undersigned will be entitled to
receive shares of Common Stock, par value $0.01 per share, of American Oncology
Resources, Inc. ("American Oncology Resources, Inc. Common Stock" or "Parent
Common Stock") in exchange for shares of Common Stock of PRN (collectively,
"Company Stock") owned by the undersigned at the Effective Time (as defined in
the Merger Agreement) of the Merger, as determined pursuant to the Merger
Agreement.
Any capitalized term not defined herein shall have the meaning ascribed
to such term in the Merger Agreement.
The undersigned has been advised by PRN and American Oncology
Resources, Inc. that the Merger will be treated for financial accounting
purposes as a "pooling of interests" in accordance with generally accepted
accounting principles and that the staff of the SEC has issued certain
guidelines that should be followed to ensure such "pooling of interests"
treatment.
In consideration of the Merger Agreement, the agreement of American
Oncology Resources, Inc. contained herein, American Oncology Resources, Inc.'s
reliance on this letter in connection with the consummation of the Merger and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby represents, warrants and agrees
as follows:
I. RESTRICTIONS ON TRANSFER RELATING TO POOLING OF INTERESTS
(a) The undersigned will not make any sale, transfer or other
disposition of the Company Stock owned by it during the period commencing 30
days before the Effective Time and ending at the earlier of the Effective Time
and the termination of the Merger Agreement.
(b) The undersigned will not make any sale, transfer or other
disposition of American Oncology Resources, Inc. Common Stock owned by it after
the Effective Time until such time as financial statements that include at least
30 days of combined operations of the Company and American Oncology Resources,
Inc. after the Merger shall have been published within the meaning of Section
201.01 of the SEC's Codification of Financial Reporting Policies, unless the
undersigned shall have delivered to American Oncology Resources, Inc. prior to
any such sale, transfer or other disposition, a written opinion from
PricewaterhouseCoopers LLP, independent public accountants for American Oncology
Resources, Inc., or a written no-action letter from the accounting staff of the
SEC, in either case in form and substance reasonably satisfactory to American
Oncology Resources, Inc., to the effect that such sale, transfer or other
disposition will not cause the Merger not to be treated as a "pooling of
<PAGE>
interests" for financial accounting purposes in accordance with generally
accepted accounting principles and the rules and regulations and interpretations
thereof of the SEC and the undersigned will not make any sale, transfer or other
disposition of any shares of American Oncology Resources, Inc. Common Stock
received by it pursuant to the Merger in violation of the Securities Act or the
rules and regulations thereunder.
II. RESTRICTIONS ON TRANSFER RELATING TO RULE 145.
The undersigned has been advised that the issuance of the shares of
American Oncology Resources, Inc. Common Stock in connection with the Merger
will have been registered with the SEC under the Securities Act pursuant to a
Registration Statement on Form S-4. However, the undersigned has also been
advised, and it agrees, that since it may be deemed to be an affiliate of the
Company at the time the Merger is submitted for a vote of the stockholders of
the Company, the American Oncology Resources, Inc. Common Stock received by it
pursuant to the Merger can be sold by the undersigned only (i) pursuant to an
effective registration statement under the Securities Act, (ii) in conformity
with the volume and other limitations of Rule 145 promulgated by the SEC under
the Securities Act or (iii) in reliance upon an exemption from registration that
is available under the Securities Act. The undersigned understands that American
Oncology Resources, Inc. is under no obligation to register the transfer, sale
or other disposition of the American Oncology Resources, Inc. Common Stock by
the undersigned or on the undersigned's behalf under the Securities Act or to
take any other action necessary in order to make compliance with an exemption
from such registration available. The undersigned also understands and agrees
that stop-transfer instructions will be given to American Oncology Resources,
Inc.'s transfer agent with respect to the American Oncology Resources, Inc.
Common Stock to be received by the undersigned pursuant to the Merger and that
there will be placed on the certificates representing such shares of American
Oncology Resources, Inc. Common Stock, or any substitutions therefor, a legend
stating in substance as follows:
"These shares were issued in a transaction to which Rule 145
promulgated under the Securities Act of 1933 applies. These shares may only be
transferred in accordance with the terms of such Rule and an Affiliate Agreement
between the original holder of such shares and American Oncology Resources,
Inc., a copy of which agreement is on file at the principal offices of American
Oncology Resources, Inc."
It is understood and agreed that the legend set forth above shall be
removed, upon surrender of certificates bearing such legend, if the undersigned
shall have delivered to American Oncology Resources, Inc. an opinion of counsel,
the reasonable cost of which would be borne by American Oncology Resources,
Inc., in form and substance reasonably satisfactory to American Oncology
Resources, Inc., to the effect that the sale or disposition of the shares
represented by the surrendered certificates may be effected without registration
of the offering, sale and delivery of such shares under the Securities Act. In
the event the undersigned attempts to transfer the shares of American Oncology
Resources, Inc. Common Stock, the undersigned will deliver to American Oncology
Resources, Inc. written notice of a proposed transfer in the form attached as
Exhibit A.
American Oncology Resources, Inc. agrees to file with the SEC on a
timely basis after the Effective Time all reports and data required to be filed
by it under Section_13 of the Securities Exchange Act of 1934, as amended.
Parent shall also furnish to the undersigned from time to time a written
statement as to its compliance with the reporting requirements of Rule 144 under
the Securities Act of 1933, as amended and shall otherwise use all reasonable
efforts to permit such sales under Rule_145.
It is understood and agreed that this Affiliate's Agreement shall
terminate and be of no further force and effect and the legend set forth above
shall be removed by delivery of substitute certificates
<PAGE>
without such legend, and the related stop transfer restrictions shall be lifted
forthwith if (i) the undersigned's shares of Parent Common Stock shall have been
registered under the Securities Act of 1933, as amended, for sale, transfer or
other disposition by the undersigned or on the undersigned's behalf, or (ii) the
undersigned is not at the time an affiliate of Parent and has held the shares of
Parent Common Stock issued in the Merger for at least one year (or such other
period as may be prescribed by the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder) and Parent has filed with the SEC
all of the reports it is required to file under the Securities Exchange Act of
1934, as amended, during the preceding twelve months or (iii) the undersigned is
not at the time an affiliate of Parent and has not been an affiliate of Parent
for at least three months and has held the shares of Parent Common Stock issued
in the merger for at least two years (or such other period as may be prescribed
by the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder) or (iv) Parent shall have received a letter from the
SEC, or an opinion of counsel reasonably acceptable to Parent, to the effect
that the stop transfer restrictions and the legend are not required.
III. AGREEMENTS IN RESPECT OF VOTING.
The undersigned hereby further agrees that, during the term that this
Agreement is in effect, at any meeting of the stockholders of PRN, however
called, or in connection with any written consent of the stockholders of PRN,
the undersigned shall vote (or cause to be voted), to the extent brought to a
vote of shareholders, all voting shares of capital stock of PRN held of record
or beneficially by the undersigned in favor of the Merger and the adoption of
the Merger Agreement.
The undersigned further agrees that it will not enter into any
agreement or understanding with any person or entity prior to the termination of
this Agreement that is contrary to the foregoing provisions.
IV. FURTHER REPRESENTATIONS AND AGREEMENTS
The undersigned further agrees that the undersigned shall not, directly or
indirectly:
(a) except pursuant to the terms of the Merger Agreement, offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of,
or enter into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of the shares or any
other equity securities of PRN now or hereafter owned by the undersigned (the
"Shares") or any interest therein;
(b) except as contemplated by this Agreement, grant any proxies or
powers of attorney, deposit any Shares into any voting trust or enter into any
voting agreement with respect to any Shares;
(c) take any action that would make any representation or warranty
contained herein untrue or incorrect or have the effect of preventing or
disabling the undersigned from performing my obligations under this Agreement.
V. MISCELLANEOUS
This Agreement shall terminate if the Merger Agreement is terminated in
accordance with its terms other than as a result of the effectiveness of the
Merger. Such termination shall not affect the rights of Parent for any breach of
any covenants, agreements, representations or warranties herein by the
undersigned during the term hereof.
This Agreement (i) constitutes the entire agreement between the parties
with respect to the subject matter hereof and thereof and supersedes all other
prior agreements and understandings, both written and
<PAGE>
oral, between the parties with respect to the subject matter hereof and (ii)
shall not be assigned by operation of law or otherwise without the prior written
consent of the other party.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.
Each of the parties hereto recognizes and acknowledges that a breach by
it of any covenants or agreements contained in this Agreement will cause the
other party to sustain damages for which there would be no adequate remedy at
law for money damages, and therefore each of the parties hereto agrees that in
the event of any such breach the aggrieved party shall be entitled to the remedy
of specific performance of such covenants and agreements and injunctive and
other equitable relief, in addition to any other remedy to which such party may
be entitled, at law or in equity.
Whenever possible, each provision or portion of any provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability will not affect any other provision or portion of
any provision, and this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein.
Execution of this Agreement by the undersigned shall not be deemed to
be an admission by the undersigned that it is an "affiliate" of PRN, nor a
waiver of any rights the undersigned may have to object to any claim that the
undersigned is an affiliate on or after the date hereof.
If you are in agreement with the foregoing, please so indicate by
signing below and returning a copy of this letter to the undersigned, at which
time this letter shall become a binding agreement between us.
This agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Very truly yours,
KEYSTONE, INC.
By:
J. Taylor Crandall, Chief Operating Officer
Address: 201 Main Street, Suite 3100
Fort Worth, Texas 76102
Date: January 5, 1999
Accepted this ____ day of January, 1999
AMERICAN ONCOLOGY RESOURCES, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT A
American Oncology Resources, Inc.
16825 Northchase Drive, Suite 1300
Houston, Texas 77060
Attention: Phillip H. Watts
Ladies and Gentlemen:
The undersigned proposes to sell _____________ shares of the common
stock of American Oncology Resources, Inc. that the undersigned received in
connection with the transactions contemplated by the Agreement and Plan of
Merger dated December 11, 1998, by and among American Oncology Resources, Inc.,
Diagnostic Acquisitions, Inc. and Physician Reliance Network, Inc. The
undersigned proposes to effect such sale through its broker, and, if applicable,
warrants that such sale will be made in accordance with the requirements
relating to sales by "affiliates" promulgated under Rule 145 of the Securities
Act of 1933, as amended.
Very truly yours,
