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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): May 21, 1997
INPHYNET MEDICAL MANAGEMENT INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24336 65-0501896
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1200 South Pine Island Road, Suite 600, Fort Lauderdale, Florida 33324-4460
(Address of principal executive offices) (Zip Code)
(954) 475-1300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
On May 21, 1997, InPhyNet Medical Management Inc. ("InPhyNet") and
MedPartners, Inc. ("MedPartners") amended the terms of their previously
announced merger to reduce the exchange ratio applicable to each share of
InPhyNet common stock. Pursuant to the Merger Agreement, as amended, upon
consummation of the merger, each share of InPhyNet common stock will be
exchanged for 1.18 shares of MedPartners common stock, rather than the 1.311
shares of MedPartners common stock previously announced. The merger is subject
to the approval of InPhyNet's stockholders.
The adjustment to the exchange ratio is the result of discussions
between InPhyNet and the Securities and Exchange Commission which led to the
restatement of InPhyNet's 1996 and first quarter 1997 earnings. For more
information, please see MedPartners' and InPhyNet's joint press release filed as
an exhibit hereto, which is incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: N/A
(b) Pro Forma Financial Information: N/A
(c) Exhibits:
99.1 Press Release relating to change in merger terms
issued on May 21, 1997
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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 thereunto duly authorized.
INPHYNET MEDICAL MANAGEMENT INC.
DATE: May 22, 1997 By: /s/George W. McCleary
---------------------------
George W. McCleary
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Document
99.1 Press Release relating to change in merger terms
issued on May 21, 1997.
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FOR IMMEDIATE RELEASE
CONTACTS: InPhyNet MedPartners
George W. McCleary, Jr. Hal Knight
Chief Financial Officer Chief Financial Officer
Margaret Pearson Randy Pittman
Director of Investor Relations Vice President-Finance
(800) 424-3672
Tom Bartels
Director of Investor Relations
(205) 733-8996
-MEDPARTNERS & INPHYNET ADJUST MERGER TERMS-
BIRMINGHAM, AL and FORT LAUDERDALE, FL., -- May 21, 1997, MedPartners, Inc.
(NYSE: MDM) and InPhyNet Medical Management Inc. (Nasdaq: IMMI) announced today
that terms of the previously announced merger will be adjusted. InPhyNet
shareholders will now receive 1.18 shares of MedPartners stock for each share of
InPhyNet stock, rather than the 1.311 shares as previously announced. This
adjustment is the result of discussions with the Securities and Exchange
Commission ("SEC") which led to the restatement of InPhyNet's year end 1996
earnings and earnings for the quarter ended March 31, 1997.
Pursuant to discussions with the SEC, InPhyNet has revised and restated its year
end 1996 earnings and first quarter earnings ended March 31, 1997, downward by
22 percent and 34 percent, respectively, to reflect a change in the accounting
for the costs associated with its five-year globally-capitated agreement with
Physicians Corporation of America ("PCA") (Nasdaq: PCAM). Under the PCA
Agreement (the "Agreement"), InPhyNet is providing the medical management
services for 54,000 PCA members, producing annual revenue of $80.0 million.
InPhyNet is restating its earnings to expense $9.3 million of costs associated
with the PCA Agreement in the periods in which they were incurred. Previously,
InPhyNet had capitalized these costs in the third quarter of 1996. For 1996, net
income per share was reduced by $0.23 to $0.81 and net income was reduced by
$3.6 million to $13.0 million. For the first quarter of 1997, net income per
share was reduced by covered lives. The Company's strategy is to develop
business by addressing significant changes in the practice patterns of primary
care physicians in the health care services industry.
MedPartners, based in Birmingham, Alabama, is the nation's largest physician
practice management company. The company develops, consolidates, and manages
health care delivery systems. Through the company's network of affiliated group
and IPA physicians, MedPartners provides primary and specialty health
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care serves to prepaid managed care enrollees and fee-for-service patients.
Certain statements contained in this release are forward looking. Although the
Companies believe their expectations are based on reasonable assumptions, there
can be no assurance that actual results will not differ materially from their
expectations. For factors that may cause results to differ materially from
expectations and underlying assumptions, see reports by the Companies filed with
the Securities and Exchange Commission.
NOTE TO THE EDITOR: Other InPhyNet Medical Management Inc. press releases are
available by fax at no charge. For a menu of available IMMI press releases,
call (800) 758-5804, extension 101223. To receive a copy of the InPhyNet's
first quarter form 10-Q, please call (954) 424-3672, extension 7044. This
document will be available May 21, 1997.
-tables follow-
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INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
(Amounts in thousands, except earnings per share)
STATEMENT OF INCOME DATA:
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1997
Press As
Released Restated
<S> <C> <C>
Total revenue $ 122,507 $ 122,507
================ ===============
Net income $ 4,963 $ 3,290
================ ===============
Earnings per share $ 0.30 $ 0.2O
================ ===============
Weighted average shares outstanding 16,727 16,727
================ ===============
BALANCE SHEET DATA (unaudited):
March 31, 1997
Press As
Released Restated
Working capital $ 62,030 $ 63,142
================ ===============
Total assets $ 164,968 $ 157,331
================ ===============
Long term debt, net of current portion $ 309 $ 309
================ ===============
Stockholders' equity $ 110,524 $ 105,202
================ ===============
</TABLE>
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INPHYNET MEDICAL MANAGEMENT INC. AND SUBSIDIARIES
(Amounts in thousands, except earnings per share)
STATEMENT OF INCOME DATA:
<TABLE>
<CAPTION>
Year Ended
December 31, 1996
As As
Filed Restated
<S> <C> <C>
Total revenue $ 408,520 $ 408,520
================ ===============
Net income $ 16,691 $ 13,041
================ ===============
Earnings per share $ 1.04 $ 0.81
================ ===============
Earnings per share before $ 1.07 $ 0.84
================ ===============
one time charges
Weighted average shares outstanding 16,021 16,021
================ ===============
BALANCE SHEET DATA:
December 31, 1996
As As
Filed Restated
Working capital $ 54,038 $ 57,055
================ ===============
Total assets $ 154,832 $ 145,779
================ ===============
Long term debt, net of current portion $ 339 $ 339
================ ===============
Stockholders' equity $ 101,561 $ 97,911
================ ===============
</TABLE>
