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Filed Pursuant to Rule 424(b)(3)
SEC File No. 33-99668 and
SEC File No. 333-7579
OCCUSYSTEMS, INC.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 5, 1996,
AS AMENDED ON MARCH 12, 1996
AND
SUPPLEMENT TO PROSPECTUS DATED JULY 15, 1996
____________________
THE DATE OF THIS SUPPLEMENT IS JULY 23, 1996.
____________________
The following information supplements (i) the Prospectus dated January 5,
1996, as amended on March 12, 1996, of OccuSystems, Inc., a Delaware corporation
(the "COMPANY"), relating to the offering by certain selling stockholders of up
to an aggregate of 505,886 shares of common stock, par value $.01 per share
("COMMON STOCK"), of the Company and (ii) the Prospectus dated July 15, 1996 of
the Company, relating to the offering by a certain selling stockholder of up to
an aggregate of 150,000 shares of Common Stock of the Company.
FINANCIAL RESULTS FOR QUARTER AND SIX MONTHS ENDED JUNE 30, 1996
Net revenues for the quarter ended June 30, 1996 rose 33% to $37,489,000 from
$28,182,000 in the second quarter of 1995. Fully taxed net income increased
152% to $3,452,000 compared with $1,372,000 in the same period last year. Fully
taxed earnings increased 113% to $.17 versus $.08 on a per share basis last
year.
Net revenues for the first six months of 1996 rose 28% to $70,990,000 from
$55,322,000 in the same period in 1995. Fully taxed net income for the period
increase 216% to $5,088,000 compared with $1,609,000 last year. Fully taxed
earnings increased 127% to $.25 versus $.11 on a per share basis last year.
Results for the second quarter and first six months of 1995 have been restated
to reflect the mergers of Baltimore Industrial Medical Group and Concerned Care
Medical Center. These mergers were completed effective January 1, 1996, and
were accounted for as poolings of interests.
Same-market revenues increased 13% in the second quarter and 11% for the first
half of the year. Center operating margins on a same-market basis increased to
27.4% in the second quarter versus 22.5% in the same period last year. For the
first half of 1996, same-market center operating margins increased to 24.8% from
22.1% in the year-earlier period.
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OCCUSYSTEMS, INC.
UNAUDITED FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS END SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
1996 1995 1996 1995
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Net Revenues $37,489 $28,182 $70,990 $55,322
Earnings before interest, depreciation
and amortization 7,178 4,127 11,382 6,608
Income before extraordinary charge 3,452 1,372 5,088 1,609
Extraordinary charge, early
extinguishment of debt, net -- 680 -- 680
------- ------- ------- -------
Net income $ 3,452 $ 692 $ 5,088 $ 929
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Net income per share:
Before extraordinary charge $ .17 $ .08 $ .25 $ .11
Extraordinary charge -- $ (.04) $ -- $ (.04)
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$ .17 $ .04 $ .25 $ .07
------- ------- ------- -------
Weighted average shares outstanding 20,821 17,406 20,611 15,327
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
Richard D. Rehm will resign as Chairman of the Board of Directors effective as
of December 31, 1996, but will remain a director of the Company. In conjunction
with Dr. Rehm's retirement, John K. Carlyle, currently the Company's President
and Chief Executive Officer, will become Chairman and Chief Executive Officer
effective as of January 1, 1997. Daniel J. Thomas, currently the Company's
Executive Vice President and Chief Operating Officer, will become President and
Chief Operating Officer and will be appointed to the Board of Directors
effective January 1, 1997.
In addition, Michael H. Cooper resigned as Executive Vice President and
General Counsel effective July 31, 1996. Richard A. Parr II will join the
Company as Executive Vice President and General Counsel on August 2, 1996.
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