<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Physician Reliance Network, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-2495107
- ---------------------------------------- ------------------------------
(State of incorporation or organization) (I.R.S. employer
identification no.)
Two Lincoln Center, Suite 900
5420 LBJ Freeway
Dallas, Texas 75240
- ---------------------------------------- ------------------------------
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class to Name of each exchange on which
be so registered each class is to be registered
------------------------------ ------------------------------
None None
------------------------------ ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series One Junior Preferred Stock
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
On June 2, 1997, the Board of Directors of Physician Reliance Network,
Inc. (the "Company") declared a dividend of one Stock Purchase Right (a "Right")
per share of the Company's Common Stock, without par value (the "Common Stock"),
outstanding on June 16, 1997 (the "Record Date"). A Right will also accompany
each share of the Company's Common Stock issued following the Record Date. Each
Right, when it first becomes exercisable, entitles the holder to purchase from
the Company one hundredth of one share of Series One Junior Preferred Stock, no
par value (the "Series One Junior Preferred Stock"), at an initial exercise
price of $60.00 per one-hundredth of one share (the "Exercise Price"), subject
to adjustment. The terms and conditions of the Rights are set forth in the
Rights Agreement, dated as of June 2, 1997 (the "Rights Agreement"), between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").
Initially, the Rights will not be exercisable or transferable apart
from the shares of the Common Stock with respect to which they are distributed,
and will be evidenced only by the certificates representing shares of Common
Stock. The Rights will become exercisable and transferable apart from the Common
Stock on a date (the "Exercisability Date") that is the earlier of (a) the close
of business on the tenth business day after the Stock Acquisition Date, defined
as the first date of a public announcement that a person or group of affiliated
or associated persons has become an Acquiring Person (as defined below); or (b)
the close of business on such date as a majority of the Company's Board of
Directors shall determine, which date may occur only following the commencement
of a tender or exchange offer that, if consummated, would result in a person or
group becoming an Acquiring Person. An Exercisability Date shall not be deemed
to have occurred solely as the result of the execution, delivery, or performance
of the Agreement and Plan of Merger (the "Merger Agreement") dated as of
December 11, 1998 among American Oncology Resources, Inc., a Delaware
corporation ("AOR"), Diagnostic Acquisition, Inc., and the Company or the
Affiliate Agreements ("Affiliate Agreements") dated as of December 11, 1998
among AOR and certain shareholders of the Company (or any announcement relating
thereto), or the acquisition, exchange, or cancellation of Common Stock or
pursuant to the transactions contemplated by the Merger Agreement. The Rights
will be exercisable from the Exercisability Date until the Expiration Date
(which is the earlier of (x) June 2, 2007 (the "Final Expiration Date"), (y) the
date the Rights are redeemed by the Company (the "Redemption Date") or (z)
immediately prior to the effective time of the transactions contemplated by the
Merger Agreement), at which time they will expire.
Except for Texas Oncology, P.A., Dr. Merrick H. Reese, certain other
affiliates of the Company, and persons acquiring Common Stock directly from the
Company, a person or group becomes an Acquiring Person when such person or group
acquires or obtains the rights to acquire beneficial ownership of 18% or more of
the then outstanding shares of the Common Stock, or 10% or more of such shares
if the Company's Board of Directors, after reasonable inquiry and investigation,
declares the acquiring person an Adverse Person under guidelines set forth in
the Rights Agreement; provided, however, that neither AOR nor any affiliate of
AOR nor any Person party to the Merger Agreement or to the Affiliate Agreements
shall be deemed to be an Acquiring Person solely by reason of the execution,
delivery, or performance of the Merger Agreement or the Affiliate Agreements, or
by the acquisition, exchange, or cancellation of Common Stock of the Company
pursuant to the transactions contemplated in the Merger Agreement. The Board of
Directors may declare any person to be an Adverse Person after it determines
that (i) such person, alone or together
2
<PAGE> 3
with its affiliates and associates, has become the beneficial owner of 10% or
more of the Company's Common Stock then outstanding and (ii) after reasonable
inquiry and investigation, such Person's ownership in the Company is intended
to, is reasonably likely to, or will either (x) cause the Company to take action
that would provide such person with short-term gain to the detriment of the best
long-term interests of the Company and its shareholders, or (y) to have a
material adverse impact on the business or prospects of the Company.
As soon as practicable after the Exercisability Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
each record holder of shares of the Common Stock as of the close of business on
the Exercisability Date.
Upon the occurrence of an Exercisability Date (a "Flip-In Event"), each
holder of a Right will thereafter have the right (the "Flip-In Right") to
receive, upon exercise, the number of shares of the Common Stock (or, in certain
circumstances, at the discretion of the Company's Board of Directors, cash,
property, other securities of the Company or other consideration) having a
market value immediately prior to the Flip-In Event equal to two times the then
current Exercise Price of the Right; provided, however, that any Right that is
(or, in certain circumstances specified in the Rights Agreement, was)
beneficially owned by an Acquiring Person (or any of its affiliates or
associates) will become null and void upon the occurrence of the Flip-In Event.
Cash will be paid in lieu of issuing fractional shares of Common Stock pursuant
to an exercise of the Rights.
If, at any time following a Stock Acquisition Date, either (i) the
Company is acquired in a merger or other business combination transaction, or
(ii) the Company sells or otherwise transfers more than 50% of its aggregate
assets, cash flow, or earning power, each holder of a Right (except Rights
previously voided as described above) will thereafter have the right (the
"Flip-Over Right") to receive, upon exercise, shares of common stock of the
Acquiring Person having a value equal to two times the then current Exercise
Price of the Right.
At any time prior to the earlier of (i) the close of business on the
tenth business day following the Stock Acquisition Date, or (b) the close of
business on the Final Expiration Date, and in certain other circumstances, the
Company's Board of Directors may redeem the Rights, in whole but not in part, at
a Redemption Price of $.001 per Right.
At any time after any person becomes an Acquiring Person, the Board of
Directors may exchange the Rights (other than Rights owned by such Acquiring
Person which have become void), in whole or in part, at an exchange ratio of one
share of Common Stock per Right. Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after such
Acquiring Person becomes the beneficial owner of 50% or more of the shares of
Common Stock then outstanding.
At any time prior to the Exercisability Date, the Board of Directors
may amend any provision of the Rights Agreement in any manner. Thereafter, the
Board may amend the Rights Agreement in certain limited respects, including
generally (a) to shorten or lengthen any time period under the Rights Agreement
or (b) in any manner that the Company's Board of Directors deems necessary or
desirable, so long as such amendment is consistent with and for the purpose of
fulfilling the objectives of the Board in originally adopting the Rights Plan.
Certain amendments (including changes to the Redemption Price, Exercise Price,
3
<PAGE> 4
Expiration Date, or number of shares for which a Right is exercisable), whether
prior to the Exercisability Date or thereafter, are permitted only upon approval
by a majority of the Board of Directors.
Each one-hundredth of one share of Series One Junior Preferred Stock,
if issued, will have one vote per hundredth of one share and will vote on all
matters submitted to a vote of the Company's shareholders, except as otherwise
required by law. Subject to prior dividend rights and sinking fund or redemption
or purchase rights which may be applicable to any other fund or redemption or
purchase rights which may be applicable to any other series of preferred stock,
the holders of the Series One Junior Preferred Stock will be entitled to share
ratably in such dividends, if any, as may be declared from time to time by the
Company's Board of Directors in its discretion out of funds legally available
therefor on a one hundred-to-one basis with respect to the Common Stock. The
holders of each one-hundredth of one share of Series One Junior Preferred Stock
are entitled to share in any assets remaining after the satisfaction of all
prior claims upon liquidation of the Company, including prior claims of any
other series of preferred stock, ratably with the holders of each share of the
Common Stock. Holders of the Series One Junior Preferred Stock will have no
preemptive or other subscription rights, and the Series One Junior Preferred
Stock is not subject to redemption.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company because the Board of Directors
may, at its option, at any time prior to the close of business on the tenth
business day after the Stock Acquisition Date, redeem all but not less than all
of the then outstanding Rights at the Redemption Price.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of June 2, 1997, between Physician
Reliance Network, Inc. and Harris Trust and Savings Bank, as
Rights Agent, which includes as exhibits, the form of Right
Certificate and the Summary of Rights Agreement (incorporated
by reference to the Company's Current Report on Form 8-K,
dated June 5, 1997).
4.2 Amendment No. 1 to the Rights Agreement, dated as of December
11, 1998, between Physician Reliance Network, Inc. and Harris
Trust and Savings Bank, as Rights Agent.
4
<PAGE> 5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PHYSICIAN RELIANCE NETWORK, INC.
Date: December 22, 1998 By: /s/ George P. McGinn, Jr.
----------------------------------------
Name: George P. McGinn, Jr.
---------------------------------
Title: Executive Vice President, General
---------------------------------
Counsel and Secretary
---------------------------------
5
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Rights Agreement, dated as of June 2, 1997, between Physician
Reliance Network, Inc. and Harris Trust and Savings Bank, as
Rights Agent, which includes as exhibits, the form of Right
Certificate and the Summary of Rights Agreement (incorporated
by reference to the Company's Current Report on Form 8-K,
dated June 5, 1997).
4.2 Amendment No. 1 to the Rights Agreement, dated as of December
11, 1998, between Physician Reliance Network, Inc. and Harris
Trust and Savings Bank, as Rights Agent.
6
<PAGE> 1
EXHIBIT 4.2
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "Amendment") is
entered into as of December 11, 1998 by and between PHYSICIAN RELIANCE NETWORK,
INC., a Texas corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK
(the "Rights Agent"), amending the Rights Agreement, dated as of June 2, 1997,
between the Company and the Rights Agent (the "Rights Agreement").
In consideration of the mutual agreements herein set forth, and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and pursuant to Section 27 of the Rights Agreement, the parties
hereby agree as follows:
1. Defined Terms. Capitalized terms defined in the Rights Agreement
and used herein shall have the meanings given to them in the Rights Agreement.
2. Amendments to Section 1.
(a) Section 1(a) of the Rights Agreement is amended to add
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
so long as the Merger Agreement and the Affiliate Agreements
have not been terminated pursuant to the terms thereof,
neither AOR nor any Affiliate of AOR nor any other Person
party to the Merger Agreement or Affiliate Agreements shall be
deemed to be an Acquiring Person solely by reason of the
execution, delivery, or performance of the Merger Agreement or
any Affiliate Agreement (or any announcement relating
thereto), or by the acquisition, exchange, or cancellation of
Common Stock pursuant to the Merger."
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(z) For purposes of this Agreement:
'Affiliate Agreements' shall mean the Affiliate Agreements,
dated as of December 11, 1998, among AOR and certain shareholders of
the Company, as amended from time to time in accordance with their
terms."
'AOR' shall mean American Oncology Resources, Inc., a Delaware
corporation;
'Effective Time' shall have the meaning assigned to such term
in the Merger Agreement;
'Merger' shall have the meaning assigned to such term in the
Merger Agreement; and
<PAGE> 2
'Merger Agreement' shall mean the Agreement and Plan of Merger
dated as of December 11, 1998 among AOR, Diagnostic Acquisition, Inc.,
a Texas corporation, and the Company, as amended from time to time in
accordance with its terms.
3. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, so long as
the Merger Agreement has not been terminated pursuant to the terms thereof, an
Exercisability Date shall not be deemed to have occurred solely as the result of
the execution, delivery, or performance of the Merger Agreement or any Affiliate
Agreement (or any announcement relating thereto), or the acquisition, exchange,
or cancellation of Common Stock pursuant to the Merger."
6. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
amended by deleting the word "or" in the second line of such subsection and
substituting in its place "," and by deleting the words "(the earlier of (i) and
(ii) being the 'Expiration Date')" in the third and fourth lines of such
subsection and substituting in their place the following clause: "or (iii)
immediately prior to the Effective Time of the Merger (the earliest of (i),
(ii), or (iii) being herein referred to as the 'Expiration Date')."
7. Effectiveness. This Amendment shall be deemed effective as of
December 11, 1998, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
8. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Texas and for all purposes shall be governed by
and construed in accordance with the laws of such state. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed an original and all such counterparts shall together
constitute but one and the same instrument.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
PHYSICIAN RELIANCE NETWORK, INC.
By: /s/ George P. McGinn, Jr.
---------------------------------------
Title: Executive Vice President
---------------------------------------
HARRIS TRUST AND SAVINGS BANK, as Rights Agent
By: /s/ Susan M. Shadel
---------------------------------------
Title: Assistant Vice President
---------------------------------------
