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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):
January 21, 1997
InPhyNet Medical Management Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-24336 65-0501896
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1200 South Pine Island Road, Suite 600
Fort Lauderdale, FL 33324-4460
(Address of principal executive offices) (Zip Code)
(305) 475-1300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed from last report.)
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Item 5. Other Events.
On January 21, 1997, InPhyNet Medical Management, Inc. (the "Company")
executed an Agreement and Plan of Merger (the "Merger Agreement") with
MedPartners, Inc., a Delaware corporation ("MedPartners"), pursuant to which a
wholly owned subsidiary of MedPartners will be merged with and into the Company
(the "Merger"). Pursuant to the Merger Agreement, each share of Common Stock of
the Company will be converted into and represent the right to receive 1.311
shares of common stock, par value $.001 per share, of MedPartners.
On January 21, 1997, MedPartners and the Company issued a press release
relating to the execution of the Merger Agreement. A copy of the press release
is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
99.2 Press Release of MedPartners, Inc. and InPhyNet
Medical Management, Inc., dated January 21, 1997.
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SIGNATURE
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.
INPHYNET MEDICAL MANAGEMENT INC.
By: /s/ J. Clifford Findeiss
Name: J. Clifford Findeiss
Title: President, Chief
Executive Officer and
Chairman of the Board
of Directors
Date: January 23, 1997
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EXHIBIT INDEX
Exhibit
Number Description Page
99.2 Press Release of MedPartners, Inc. and InPhyNet Medical
Management, Inc., dated January 21, 1997. 5
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For Immediate Release
Contacts
MedPartners
Larry R. House MedPartners Investor Relations
Chairman of the Board, President, Randy Pittman - 205-733-8996
CEO Tamra Sweeney - 847-559-4635
205-733-8996 MedPartners Media Relations
Hal Knight Pam Huff - 205-733-8996
CFO, Executive Vice President
205-733-8996
InPhyNet InPhyNet Investor Relations
Clifford Findeiss, MD Margaret Pearson
Chairman of the Board, 1-800-424-3672 ext. 7120
President, CEO
1-800-424-3672
George W. McCleary, Jr.
CFO, Executive Vice President
1-800-424-3672
MedPartners, Inc. Announces Acquisition of
InPhyNet Medical Management Inc.
BIRMINGHAM, AL and FORT LAUDERDALE, FL - January 21, 1997 - MedPartners, Inc.
(NYSE: MDM) and InPhyNet Medical Management Inc. (NASDAQ: IMMI) announce they
have agreed to merge in a transaction valued at $491 million. MedPartners is the
largest physician practice management company in the nation and operates the
country's largest independent prescription benefits management service. The
combined company, with $5.2 billion in revenues, based on third quarter
annualized results, will create the largest provider of full time hospital-based
physician services. MedPartners' Team Health division and InPhyNet's
hospital-based physician services together generate approximately $500 million
in annualized revenues. This merger also significantly enhances MedPartners
position in the Florida market.
Under the terms of the agreement, which has been approved by the Boards of
Directors of both companies, each InPhyNet share will be converted at a fixed
ratio of 1.311 shares of MedPartners common stock, which, based on MedPartners
closing price of $21.875 on January 20th implies a value of $28.68 per share of
InPhyNet. The transaction is expected to close near the end of the first quarter
1997 and is subject to regulatory approval and approval by InPhyNet
stockholders. The transaction will be tax-
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free to the stockholders of InPhyNet and accounted for as a pooling of
interests.
MedPartners will combine InPhyNet's hospital-based business with that of Team
Health. Clifford Findeiss, MD, InPhyNet's Chairman of the Board, President and
CEO, will become President of the Institutional Services Division for
MedPartners with responsibility for all hospital and government physician
contracting, inclusive of emergency and radiology operations. Lynn Massingale,
MD, President of Team Health will assume responsibility for all hospital-based
businesses in the combined entity. InPhyNet's 43 group physicians, all of whom
are in south Florida, and its IPA operations with 385 physicians in Florida and
Ohio, will become part of MedPartners Eastern Operations, under the direction of
division President, John Gannon.
Larry R. House, Chairman of the Board, President and CEO of MedPartners, says,
"The strategic visions of the two companies are identical. Both companies
envisioned the transition from fee-for-service to prepaid healthcare. This
transaction is evidence of MedPartners' continuing commitment as the leader in
the integration of high quality physicians including group, IPA and
institutional physician services. With the addition of InPhyNet's 116,000
globally capitated lives, we will now provide prepaid care to over 1.7 million
enrollees." Mr. House adds, "This transaction also moves MedPartners to the
forefront in hospital-based physician services and ultimately strengthens all
areas of physician services."
Dr. Findeiss sees the merger as an opportunity to create the nation's largest
group of physicians committed to excellence in emergency medicine and radiology.
"In its 20 year history, InPhyNet has brought together an impressive group of
physicians who provide these services to hospitals. Team Health can lay claim to
the same accomplishment. Under the direction of MedPartners, the combination of
these physicians and the services they can provide will now be unmatched in the
industry." Dr. Findeiss adds, "MedPartners' nationally recognized expertise in
managed care, especially in its western operations, provides additional
resources from which to continue the growth of global capitation in the East
through HMOs and government contract services."
Dr. Massingale calls the combination of the companies a "perfect fit." He
says, "I am delighted that MedPartners and InPhyNet are able to bring together
some of the best people and institutions in the country. As a result of this
merger, we will have hospital-based physicians in 28 states, and, that
positions us extremely well for expansion into new and existing markets. Our
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shared commitment allows us to work together to offer greater service to
hospitals and to physicians within our group."
InPhyNet Medical Management Inc. is based in Ft. Lauderdale, FL. The company, in
1996, provided physician practice management services at 188 service sites in 26
states with hospital-based services and capitated networks. InPhyNet has over 20
years experience in managing primary care physicians for a variety of clients,
including hospitals, health maintenance organizations and government
institutions.
MedPartners, Inc. is the nation's largest physician practice management company.
Its corporate headquarters is located in Birmingham, Alabama. The company
develops, consolidates and manages healthcare delivery systems. Through the
company's network of affiliated group and IPA physicians, MedPartners provides
primary and specialty healthcare services to prepaid managed care enrollees and
fee-for-service patients. The company operates physician practices in 25 states.
Its prescription benefit management division provides services to more than 15
million people in all 50 states. MedPartners, Inc. is affiliated with 8,810
physicians, including 2,590 in group practices, 5,261 through IPA relationships
and 959 hospital-based physicians.
Smith Barney Inc. and Morgan Stanley & Co. Inc. acted as financial advisors to
MedPartners and InPhyNet, respectively.
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Financial and Statistical Information
Combined Financial Information
30 Annualized 1996
Revenues (in millions) MDM IMMI Combined
Physician Services $2,501.5 $453.4 $2,954.9 57.0%
Pharmaceutical Services 1,754.5 -- 1,754.5 33.9%
Specialty Services 472.0 -- 472.0 9.1%
TOTAL $4,728.1 $453.4 $5,181.4 100.0%
Statistical Information
Physicians MDM IMMI Combined
--------------------------------
Group 2,590 43 2,633
IPA 5,261 385 5,646
Hospital-based 959 1,450 2,409
----- ----- ------
TOTAL 8,810 1,878 10,688
Prepaid Lives
Professional only 1,025,763 -- 1,025,763
Global 603,892 116,372 720,264
--------- ------- ---------
TOTAL 1,629,655 116,372 1,746,027
Prepaid Lives-Type
Commercial 1,334,971 34,071 1,369,042
Senior 116,854 20,244 137,098
Other 177,830 62,057 239,887
--------- -------- ---------
TOTAL 1,629,655 116,372 1,746,027
Hospital Contracts 142 131 273
Correctional Contracts -- 40 40
Total States 25 26 36
Editor's Note: This news release, management photos and other information on
MedPartners is available on the World Wide Web at http:/www.medpartners.com.
Additional information on InPhyNet is available at http:/www.noonanrusso.com.
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