<PAGE> 1
As filed with the Securities and Exchange Commission
on June 27, 1996
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PHYSICIAN RELIANCE NETWORK, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
TEXAS
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
75-2495107
------------------------------------
(I.R.S. employer identification no.)
8115 PRESTON ROAD, SUITE 300
DALLAS, TX 75225
------------------------------------------------------------
(Address of principal executive offices, including zip code)
PHYSICIAN RELIANCE NETWORK, INC.
1993 STOCK OPTION PLAN
-------------------------
(Full title of the plans)
MERRICK H. REESE
8115 PRESTON ROAD, SUITE 300
DALLAS, TX 75225
---------------------------------------
(Name and address of agent for service)
(214) 692-3800
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK 2,000,000 SHARES $21.25 $42,500,000 $14,656.00
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The plan provides for adjustment in the number of Shares eligible for
awards in the event of a stock split. The amount to be registered
takes into account a two-for-one stock split effected in the form of a
100% stock dividend paid on June 10, 1996 to shareholders of record on
May 31, 1996.
(2) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(c) under the Securities
Act based on the average of the high and low price per share of the
Registrant's Common Stock as reported on The Nasdaq Stock Market's
National Market on June 26, 1996.
<PAGE> 2
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
no par value per share (the "Common Stock"), of Physician Reliance Network,
Inc., a Texas corporation (the "Registrant"), issuable pursuant to the
Physician Reliance Network, Inc. 1993 Stock Option Plan. The Registrant's
previously filed Registration Statement on Form S-8 (No. 33-80955), as filed
with the Securities and Exchange Commission (the "Commission") on December 29,
1995, is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996; and
3. The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A, dated September 27,
1994, including all amendments and reports filed for the
purpose of updating such description prior to the termination
of the offering of the Common Stock offered hereby.
All documents and reports subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statements
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or replaced for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein) modifies or replaces such statement. Any statement so modified or
replaced shall not be deemed, except as so modified or replaced, to constitute
a part hereof.
Item 8. Exhibits
See Exhibit Index (page II-3)
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 26th day of
June, 1996.
PHYSICIAN RELIANCE NETWORK, INC.
By: /s/ Merrick H. Reese
-------------------------------------
Merrick H. Reese
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Merrick H. Reese, Randall D. Kurtz and
George P. McGinn, Jr., and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Merrick H. Reese Chairman of the Board, June 26, 1996
- ---------------------------------- President, and Chief Executive
Merrick H. Reese Officer (Principal Executive
Officer)
/s/ Randall D. Kurtz Executive Vice President and June 26, 1996
- ---------------------------------- Chief Financial Officer
Randall D. Kurtz (Principal Financial and
Accounting Officer)
/s/ Joseph S. Bailes Director June 26, 1996
- ----------------------------------
Joseph S. Bailes
/s/ Nancy G. Brinker Director June 26, 1996
- ----------------------------------
Nancy G. Brinker
/s/ Robert W. Daly Director June 26, 1996
- ----------------------------------
Robert W. Daly
/s/ Eric A. Kriss Director June 26, 1996
- ----------------------------------
Eric A. Kriss
/s/ Boone Powell, Jr. Director June 26, 1996
- ----------------------------------
Boone Powell, Jr.
</TABLE>
II-2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4(a) Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1 to
the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1996)
4(b) Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(2) to the Registrant's
Registration Statement on Form S-1
(Registration No. 33-84436))
*4(c) 1993 Stock Option Plan, as amended
*5 Opinion of Bass, Berry & Sims PLC
*23(a) Consent of Arthur Andersen, LLP
23(b) Consent of Bass, Berry & Sims PLC
(included in Exhibit 5)
24 Power of Attorney (included on Page II-2)
</TABLE>
- -------------------------------------
*Filed herewith
II-3
<PAGE> 1
EXHIBIT 4(c)
PHYSICIAN RELIANCE NETWORK, INC.
1993 STOCK OPTION PLAN
1. Purpose. The purpose of the Physician Reliance Network, Inc.
1993 Stock Option Plan (the "Plan") is to advance the growth and prosperity of
Physician Reliance Network, Inc. (the "Company") and its subsidiaries by
providing key employees with an additional incentive to contribute to the best
interests of the Company. Without prejudice to other compensation programs
approved from time to time by the Board of Directors (the "Board") and/or
shareholders of the Company, such additional incentive is to be given key
employees by means of stock options provided for under the Plan. In the
discretion of the Committee hereinafter provided for and the Board, such
options may be "Incentive Stock Options" within the meaning of Section 422A of
the Internal Revenue Code of 1986, as amended (the "Code"), or "non-statutory"
stock options.
2. Administration of the Plan.
(a) The Plan shall be administered by the Board unless
and until such time as the Board delegates administration to a committee
pursuant to subparagraph 2(c) (the "Committee"). Upon such date as the Company
has a class of equity security registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Board shall
administer the Plan only if all of its members are disinterested persons. For
the purposes of this paragraph 2, disinterested person shall mean a person who
has not at any time within one year prior to the date in question participated
in the Plan or any other plan of the Company or any of its subsidiaries
entitling the participants therein to acquire stock or stock options of the
Company; provided, however, that a disinterested person may participate in a
plan that meets any of the exceptions contained in Rule 16b-3(c)(2) as
promulgated under the Exchange Act, as it may be amended from time to time.
(b) The Board shall have the power, subject to, and
within, the limits of the express provisions of the Plan:
(i) To determine from time to time which of the
eligible persons shall be granted options under the Plan, the
term of each granted option, the time or times during the term
of each option within which all or portions of each option may
be exercised, whether the options granted shall be Incentive
Stock Options or non-statutory options, and the number of
shares for which each option shall be granted.
(ii) To construe and interpret the Plan and
options granted under it, and to establish, amend and revoke
rules and regulations for its administration. The Board, in
the exercise of this power, shall generally determine all
questions of policy and expediency that may arise and may
correct any defect, omission or inconsistency in the Plan or
in any option
<PAGE> 2
agreement in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
(iii) To prescribe the terms and provisions of each
option granted (which need not be identical).
(iv) To amend the Plan as provided herein.
(v) Generally, to exercise such powers and to
perform such acts as are deemed necessary or expedient to
promote the best interests of the Company.
(c) The Board, by resolution, may delegate administration
of the Plan (including, without limitation, the Board's powers under
subparagraph 2(b)) to a Committee composed of not less than two (2) members,
which committee, upon such time as the Company has a class of equity security
registered under Section 12 of the Exchange Act, will be constituted so as to
permit the Plan to comply with Rule 16b-3 thereunder. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such constraints, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board at any
time may remove members from or add members to the Committee or may abolish the
Committee and revest in the Board the administration of the Plan. Vacancies on
the Committee, howsoever caused, shall be filled by the Board.
(d) The interpretation and construction by the Board of
any provisions of the Plan or of any option granted under it shall be final,
and the interpretation or construction by any Committee appointed pursuant to
subparagraph 2(c) of any such provisions or option shall also, unless otherwise
determined by the Board, be final. No member of such Committee or of the Board
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted under it.
3. Eligible Employees. The Board or the Committee shall determine
from time to time those officers and key employees of the Company and its
subsidiaries to whom options shall be granted and, pursuant to the provisions
of the Plan, the amount thereof and the terms and conditions, including
requirements as to continued employment by the participant, upon which such
options or rights are granted and are exercisable. Directors of the Company who
are not also employees of the Company or its subsidiaries shall not be eligible
to participate in the Plan.
4. The Stock. The stock subject to the options and other
provisions of the Plan shall be shares of the Company's authorized and unissued
Common Stock, or reacquired Common Stock held in the treasury. The total number
of shares of
2
<PAGE> 3
Common Stock that may be transferred pursuant to the exercise of stock options
under the Plan shall not exceed in the aggregate 1,637,201 shares; provided,
that no person shall be eligible to receive during any one-year period awards
pursuant to the Plan to purchase in excess of 100,000 shares of Common Stock.
Shares subject to options which terminate or expire prior to exercise shall be
available for further option hereunder.
Each option granted under this Plan shall be subject to the
requirement that if at any time the Board or the Committee shall determine that
the listing, registration or qualification of the shares subject thereto upon
any securities exchange or under any state or Federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable in
connection with the issue or transfer of shares subject thereto, no such option
may be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board or the Committee. If required at any
time by the Board or the Committee, an option may not be exercised until the
optionee has delivered an investment letter to the Company containing the
representations that all shares being purchased are being acquired for
investment and not with a view to, or for resale in connection with, any
distribution of such shares.
5. Terms and Conditions of Options. All stock options granted
pursuant to the Plan shall be in such form as the Board or the Committee shall
from time to time determine, shall clearly indicate whether such option is an
Incentive Stock Option or a non-statutory stock option, and shall be subject to
the following terms and conditions:
(a) Option Price. The price per share for Common Stock
under each option granted under the Plan shall be determined and fixed by the
Board or the Committee but, in the case of Incentive Stock Options, shall in no
event be less than 100% of the fair market value of the Common Stock on the
date of grant of such option, and, in the case of non-statutory stock options,
shall in no event be less than 85% of the fair market value of the Common Stock
on the date of grant of such option. In the case of the grant of an Incentive
Stock Option to an individual who, at the time of the grant, owns more than 10%
of the total combined voting power of all classes of stock of the Company, such
price per share shall not be less than 110% of the fair market value of the
Common Stock on the date of grant of the option.
(b) Option Period. The period during which an option may
be exercised shall be determined by the Board or the Committee, provided,
however, that in no event shall an Incentive Stock Option be exercisable after
the expiration of 10 years from the date such option was granted; and provided
further that in the case of the grant of an Incentive Stock Option to an
individual who, at the time of the grant, owns more than 10% of the total
combined voting power of all classes of stock of the Company, in no event
shall such option be exercisable more than five years from the date of the
grant. Options may be made exercisable in installments, and such options or
installments thereof may be
3
<PAGE> 4
exercised in part from time to time after they become exercisable. The maturity
of any installment or installments may be accelerated at the discretion of the
Board or the Committee.
In the event that a participant shall cease to be employed by the
Company or one of its subsidiaries for any reason other than his death, all
options held by him pursuant to the Plan and not previously exercised at the
date of such termination shall terminate immediately and become void and of no
effect; provided, however, that the Board or the Committee shall have the right
to extend the exercise period not in excess of three months following the date
of termination of the participant's employment, subject to the further
condition, however, that no Incentive Stock Option shall be exercisable after
the expiration of 10 years from the date it is granted, and subject to the
further condition that in the case of the grant of an Incentive Stock Option to
an individual who, at the time of the grant, owns more than 10% of the total
combined voting power of all classes of stock of the Company, in no event shall
such option be exercisable more than five years from the date of the grant.
Notwithstanding the foregoing, if the termination is due to disability, or to
retirement with the consent of the Company, such disabled or retiring
participant shall have the right to exercise his options which have not
previously been exercised at the date of such termination of employment at any
time within three months after such termination, subject to the condition that
no Incentive Stock Option shall be exercisable after the expiration of 10 years
from the date it is granted, and subject to the further condition that in the
case of the grant of an Incentive Stock Option to an individual who, at the
time of the grant, owns more than 10% of the total combined voting power of all
classes of stock of the Company, in no event shall such option be exercisable
more than five years from the date of the grant. Whether termination of
employment is due to disability or is to be considered retirement with the
consent of the Company shall be determined by the Board or the Committee, which
determination shall be final and conclusive.
If the participant should die while in the employ of the Company or a
subsidiary of the Company or within a period of three months after the
termination of his employment by retirement and shall not have fully exercised
options granted under the Plan, such options may be exercised in whole or in
part at any time within 12 months after the participant's death by the
executors or administrators of the participant's estate or by any person or
persons who shall have acquired the options directly from the participant by
bequest or inheritance, subject to the condition that no Incentive Stock Option
shall be exercisable after the expiration of 10 years from the date it is
granted, and subject to the further condition that in the case of the grant of
an Incentive Stock Option to an individual who, at the time of the grant, owns
more than 10% of the total combined voting power of all classes of stock of the
Company, in no event shall such option be exercisable more than five years from
the date of the grant.
4
<PAGE> 5
The exercise of an option granted under the Plan shall not affect the
optionee's right or ability to exercise any other option granted under the Plan
or any other stock option plan of the Company or its subsidiaries.
(c) Limitations on Grants. No Incentive Stock Option
shall be granted to any participant under the Plan if the aggregate fair market
value (as of the date the option is granted) of the Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by such
participant during any calendar year (under all such plans of the Company and
any subsidiary of the Company) exceeds $100,000.
(d) Limitations on Disposition. To obtain the tax
benefits associated with Incentive Stock Options, the optionee must make no
disposition of shares acquired pursuant to the exercise of an Incentive Stock
Option within two years from the granting of such Incentive Stock Option or
within one year from the date of the exercise of such Incentive Stock Option.
(e) Holding Period. Upon such time as the Company has a
class of equity security registered under Section 12 of the Exchange Act, in
order for the grant of an option under the Plan to be exempt from Section 16(b)
of the Exchange Act, the optionee must make no disposition of the option (other
than upon exercise) or the shares acquired pursuant to the exercise of the
option, for a period of six months after the date of grant of such option.
6. Payment for Stock. Payment for shares subject to options
granted under the Plan shall be made by the optionee in the form of cash or by
means of unrestricted shares of the Company's Common Stock or any combination
thereof. Payment shall be made upon the exercise of the option. Payment in
currency or by check, bank draft, cashier's check or postal money order shall
be considered payment in cash. In the event of payment in the Company's Common
Stock, the shares used in payment of the purchase price shall be considered
payment to the extent of their fair market value on the date of exercise of the
option.
7. Non-Assignability. No option shall be transferable otherwise
than by will or the laws of descent and distribution and an option is
exercisable during the lifetime of the optionee only by him.
8. Adjustment Upon Changes in Stock.
(a) The number of shares of Common Stock available for
the granting of options under the Plan, the maximum number of shares a
participant may be eligible to purchase pursuant to awards under the Plan
during a one-year period, and the number of shares and price per share of
Common Stock subject to outstanding options granted pursuant to the Plan may be
adjusted by the Board or the Committee in an equitable
5
<PAGE> 6
manner to reflect changes in the capitalization of the Company, including, but
not limited to, such changes as result from merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares and change in corporate structure. If any adjustment under this
subparagraph 8(a) would create a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares available under the Plan and the number
covered under any options granted pursuant to the Plan shall be the next lower
number of shares, rounding all fractions downward.
(b) Notwithstanding the foregoing, in the event of: (1) a
dissolution or liquidation of the Company; (2) a sale of all or substantially
all of the assets of the Company; (3) a merger or share exchange in which the
Company is not the surviving corporation; or (4) other capital reorganization
in which more than fifty percent (50%) of the shares of the Company entitled to
vote are exchanged, any outstanding options hereunder immediately shall be
fully exercisable by an optionee.
(c) Any adjustment made by the Board or the Committee
under this paragraph 8 shall be conclusive and binding on all affected persons.
No Incentive Stock Option granted pursuant to the Plan shall be adjusted in a
manner that causes such Incentive Stock Option to fail to continue to qualify
as an Incentive Stock Option within the meaning of Section 422A of the Code.
9. Amendment. The Board from time to time may amend this Plan,
but except as provided above with respect to dilutions or other adjustments or
mergers or share exchanges, or with the approval of the Company's shareholders,
may not (a) increase the aggregate number of shares available for option
hereunder, (b) change the price at which options may be granted, (c) extend the
maximum period during which an option may be exercised, or (d) change the
eligibility requirements for options hereunder. Rights and obligations under
any option granted before amendment of the Plan shall not be altered or
impaired by amendment of the Plan, except with the consent of the person to
whom the option was granted.
10. Fair Market Value of Stock. Whenever pursuant to the terms of
the Plan the fair market value of the Company's Common Stock is required to be
determined as of a particular date, such fair market value shall equal the last
sale price of the Common Stock on the principal exchange on which the Common
Stock is then listed, or if the Common Stock is not then listed on any
exchange, on the National Association of Securities Dealers Automated Quotation
National Market System ("NMS"), or, if price quotations for the Common Stock
are not available on NMS, the mean between the closing bid and asked price of
the Common Stock on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if no bid quotation is available on NASDAQ, the
fair value of such Common Stock as determined by the Board, in each case, on
the business
6
<PAGE> 7
day immediately preceding the date on which the determination is made. Fair
market value shall be determined in all cases without regard to any restriction
other than a restriction which, by its terms, will never lapse.
11. No Rights as Shareholder. A participant in the Plan shall have
no rights as a shareholder with respect to any shares covered by his option
until the date of the issuance of a stock certificate to him. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date such stock certificate is issued.
12. Indemnification of Committee. In addition to such other rights
of indemnification as they may have as directors or as members of the
Committee, the members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgement in any such action, suit or proceeding, except
in relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is liable for negligence or misconduct in
the performance of his duties; provided that within 60 days after institution
of any such action, suit or proceeding, the Committee member shall in writing
offer the Company the opportunity, at is own expense, to handle and defend the
same.
13. Termination. This Plan shall terminate on November 18, 2003,
ten years from the date on which the Board adopts this Plan, unless sooner
terminated by action of the Board. No option may be granted hereunder after
termination of the Plan, but such termination shall not affect the validity of
any option then outstanding.
14. Shareholder Approval. The Plan shall be subject to approval by
the holders of a majority of the outstanding shares of Common Stock of the
Company present and voting at a meeting of shareholders, which approval must
occur within the period ending 12 months after the date the Plan is adopted by
the Board, provided, however, that options may be granted thereunder when all
the conditions (other than shareholder approval) precedent to the granting of
options under the Plan have been completed by the Company.
7
<PAGE> 1
EXHIBIT 5
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
June 26, 1996
Physician Reliance Network, Inc.
8115 Preston Road, Suite 300
Dallas, Texas 75225
Re: Registration Statement on Form S-8 (the "Company")
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1993 Stock Option Plan, as amended (the "Plan"), filed by you with the
Securities and Exchange Commission covering 2,000,000 additional shares of the
Company's Common Stock (the "Common Stock") issuable pursuant to the Plan. In
so acting, we have examined and relied upon such records, documents, and other
instruments as in our judgment are necessary or appropriate in order to express
the opinions hereinafter set forth and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Bass, Berry & Sims PLC
JJJ:mf
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 12, 1996
included in Physician Reliance Network, Inc.'s Form 10-K for the year ended
December 31, 1995, and to our reports dated March 20, 1995, incorporated by
reference in the Company's Registration Statement on Form S-8 (No. 33-80955),
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
-------------------------------
ARTHUR ANDERSEN LLP
Dallas, Texas
June 21, 1996
