PHYSICIANS RESOURCE GROUP INC, 424B3, 1996-07-26

PHYSICIANS RESOURCE GROUP INC
424B3, 1996-07-26
SPECIALTY OUTPATIENT FACILITIES, NEC

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REGISTRATION STATEMENT NO. 333-230
FILED PURSUANT TO RULE 424(B)(3)

PROSPECTUS

3,000,000 SHARES

[PHYSICIANS RESOURCE GROUP LOGO]

COMMON STOCK

------------------

This Prospectus covers the offer and sale of up to 3,000,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"), of Physicians
Resource Group, Inc. (together with its subsidiaries, the "Company" or "PRG"),
(i) 1,519,861 of which the Company has previously issued pursuant to the
Registration Statement of which this Prospectus forms a part in connection with
certain of the January-May 15, 1996 Acquisitions (as defined), (ii) 115,033 of
which the Company may issue from time to time in connection with the future
direct and indirect acquisitions of other businesses, properties or securities
in business combination transactions in accordance with Rule 415(a)(1)(viii) of
Regulation C under the Securities Act of 1933, as amended (the "Securities Act")
or as otherwise permitted under the Securities Act, (iii) 263,085 of which have
been previously sold by certain selling stockholders of PRG (the "Selling
Stockholders") and (iv) 1,102,021 of which may be offered by the Selling
Stockholders from time to time.

The Selling Stockholders directly, through agents designated from time to
time, or through dealers or underwriters also to be designated, may sell shares
of Common Stock from time to time, in or through privately negotiated
transactions, in one or more transactions, including block transactions, on the
New York Stock Exchange (the "NYSE") or on any stock exchange on which the
shares of Common Stock may be listed in the future pursuant to and in accordance
with the applicable rules of such exchanges or otherwise. The selling price of
shares of Common Stock may be at market prices prevailing at the time of sale,
at prices relating to such prevailing market prices or at negotiated prices. To
the extent required, the specific shares of Common Stock to be sold, the names
of the Selling Stockholders, the respective purchase prices and public offering
prices, the names of any such agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement. See "Plan of Distribution and Selling
Stockholders."

PRG will not receive any proceeds from the offering of shares of Common
Stock by the Selling Stockholders. PRG has agreed to indemnify the Selling
Stockholders against certain civil liabilities, including liabilities under the
Securities Act. See "Plan of Distribution and Selling Stockholders."

The Selling Stockholders and any broker-dealers, agents or underwriters that
participate with the Selling Stockholders in the distribution of any of the
shares of Common Stock may be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by them and any profit on the
resale of the shares of Common Stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution and Selling Stockholders."

The Company expects that the terms upon which it may issue the shares in
business combination transactions will be determined through negotiations with
the securityholders or principal owners of the businesses whose securities or
assets are to be acquired. It is expected that the shares that are issued will
be valued at prices reasonably related to market prices for the Common Stock
prevailing either at the time an acquisition agreement is executed or at the
time an acquisition is consummated.

This Prospectus will only be used (i) in connection with the acquisition of
businesses, properties or securities in business combination transactions that
would be exempt from registration but for the issuance of Common Stock and the
possibility of integration with other transactions and (ii) in connection with
the resale of Common Stock by the Selling Stockholders. This Prospectus will be
furnished to security holders of the business, properties or securities to be
acquired.

Persons receiving Common Stock in connection with the acquisitions will
ordinarily be required to agree to hold all or some portion of the Common Stock
for a period of up to two years after the date of such acquisition. See "Plan of
Distribution and Selling Stockholders."

If an acquisition has a material financial effect upon the Company, a
current report on Form 8-K will be filed subsequent to the acquisition
containing financial and other information about the acquisition that would be
material to subsequent acquirers of Common Stock offered hereby, including pro
forma information for PRG and historical financial information about the company
being acquired. A current report on Form 8-K will also be filed when an
acquisition does not per se have a material effect upon the Company, but if
aggregated with other acquisitions since the date of the Company's most recent
audited financial statements, would have such a material effect.

If an acquisition of a business, properties or securities in a business
combination transaction is not exempt from registration even if integration is
not taken into account, then the offerees of Common Stock in such acquisition
will be furnished with copies of this Prospectus (i) as amended by a
post-effective amendment to the Registration Statement on Form S-4 of which this
Prospectus is a part or (ii), as permitted, as supplemented by the incorporation
by reference of information contained in a current report on Form 8-K filed by
the Company.

The Common Stock is listed on the NYSE under the symbol "PRG." Application
will be made to list the shares offered hereby on the NYSE. On July 15, 1996,
the last reported sales price of the Common Stock on the NYSE was $25.75 per
share.

All expenses of this offering will be paid by the Company. No underwriting
discounts or commissions will be paid in connection with the issuance of shares
by PRG in business combination transactions, although finder's fees may be paid
with respect to specific acquisitions. Any person receiving a finder's fee may
be deemed to be an underwriter within the meaning of the Securities Act.

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

July 25, 1996

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Physicians Resource Group, Inc.
250 Locations in 15 States
(As of July 17, 1996)

[PHYSICIANS LOCATION MAP]

* Company Headquarters
Dallas, Texas

o Regional Offices:
Houston, Texas
Memphis, Tennessee
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto, appearing
elsewhere or incorporated by reference in this Prospectus. See "Risk Factors"
for information that should be carefully considered by prospective investors.

THE COMPANY

Physicians Resource Group, Inc. is the nation's leading provider of
physician practice management services to ophthalmic and optometric practices.
PRG develops integrated eye care delivery systems through affiliations with
locally prominent eye care practices in selected geographic markets across the
United States. PRG acquires the operating assets of these practices and develops
the practices into comprehensive eye care networks by providing management
expertise, marketing, information systems, capital resources and ancillary
services such as surgery centers and optical dispensaries. As of July 17, 1996,
PRG provided management services to 85 practices with 188 ophthalmologists and
131 optometrists at 250 locations in 15 states, owned or operated 22 ambulatory
(outpatient) surgery centers ("ASCs") and 110 optical dispensaries and owned or
leased 13 excimer lasers.

Eye care services in the United States are delivered through a fragmented
system of local providers, including individual or small groups of
ophthalmologists, optometrists and opticians. Unlike most medical specialists,
eye care professionals generally do not depend on primary care physicians for
referrals; rather, referrals originate from other eye care professionals since
the optometrist or the ophthalmologist represents the primary patient contact
for the vast majority of eye care services. Based on a market study conducted by
Arthur D. Little (the "ADL Study"), PRG believes that the revenues generated by
eye care providers (ophthalmologists and optometrists) were in excess of $20
billion in 1994. According to the ADL Study, approximately 15,600
ophthalmologists and 28,200 optometrists were actively involved in patient care
in the United States in 1993. The ADL Study estimates that there are
approximately 1,500 ophthalmic groups of five or more practitioners.

Cost-containment pressure on providers in health care generally, and eye
care specifically, has placed small to mid-size provider groups at a competitive
disadvantage because these practices typically have high operating costs
relative to revenue and lack the capital, information resources and management
expertise necessary to provide both high quality and cost-effective medical
care. To remain competitive, eye care providers are increasingly seeking to
affiliate with larger organizations that manage the non-medical aspects of eye
care practices and that can provide access to greater capital resources, more
efficient cost structures and access to payors. PRG seeks to address these
demands for the practices to which it provides services (the "Affiliated
Practices") through the implementation of its business strategy.

PRG's business strategy is focused on (i) developing comprehensive eye care
service networks in each of its markets, both in terms of service mix and
geographic coverage, primarily through acquisitions, (ii) enabling its
Affiliated Practices to provide efficient and cost-effective eye care services
resulting from economies of scale, purchasing discounts, facility consolidation
and improved personnel and information management and (iii) marketing the
capabilities of the Affiliated Practices and networks to both payors and
employers, particularly in the developing and expanding managed care
marketplace. PRG believes that by establishing integrated delivery networks,
Affiliated Practices are afforded significant opportunities for cross-referrals,
expanded service capabilities and volume contracting with payors.

Consistent with its strategic objectives, PRG recently completed certain
transactions that resulted in the acquisition of the assets of 75 eye care
practices and 17 ASCs. In March 1996, PRG acquired by merger (the "EyeCorp
Merger") EyeCorp, Inc. ("EyeCorp"), a privately held physician practice
management company devoted solely to eye care, in exchange for Common Stock
having a market value, at closing, of approximately $152 million. The
acquisition of EyeCorp, which as of July 17, 1996, provided management services
to 50 ophthalmic and optometric practices and five ASCs, increased PRG's
penetration in existing markets (Arkansas, California, Ohio, Tennessee and
Texas) and afforded entry into five new states (Illinois, Kentucky,
Massachusetts, Mississippi and Missouri). During the period from January 1
through May 15, 1996, PRG

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consummated the acquisition of the assets of 20 practices and ten ASCs (the
"January-May 15, 1996 Acquisitions") for approximately $63 million, valued at
closing, in cash and Common Stock. These acquisitions strengthened PRG's
position in Houston (five additional practices), Las Vegas (two additional
practices), Ohio (two additional practices) and California (one additional
practice) and represented entries into new markets in Dallas, Phoenix, Oklahoma
and South Carolina. During the period from May 16, 1996 through July 17, 1996,
PRG consummated the acquisition of the assets of six practices and two ASCs (the
"May 16 - July 17, 1996 Acquisitions") for approximately $19 million, valued at
closing, in cash and Common Stock. These acquisitions strengthened PRG's
position in Arizona (one additional practice), Illinois (one additional
practice), Kentucky (one additional practice) and Texas (two additional
practices) and represented an entry into a new market in Florida.

THE OFFERING

<TABLE>
<S> <C>
Common Stock being offered............................ 3,000,000 shares of Common Stock, of
which, as of the date of this
Prospectus, (i) 1,519,861 have been
previously issued pursuant to the
Registration Statement of which this
Prospectus forms a part in connection
with certain of the 1996
Acquisitions, (ii) 115,003 are to be
issued by PRG in connection with the
acquisition of businesses, properties
or securities in business
combinations, (iii) 263,085 have been
previously sold by the Selling
Stockholders and (iv) 1,102,021 may
be offered by the Selling
Stockholders.
Transfer of Shares.................................... Persons acquiring shares of PRG
Common Stock in business combinations
pursuant to this offering ordinarily
will be required to agree to hold all
or some portion of such shares for a
period of up to two years after the
date of acquisition unless the
Company agrees to a shorter holding
period or agrees to waive such
requirement in the future.
Listing............................................... The shares of Common Stock are listed
on the NYSE. Application will be made
to list the shares of PRG Common
Stock offered hereby on the NYSE.
</TABLE>

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THE COMPANY

PRG was formed to provide physician practice management services to
ophthalmic and optometric practices and to develop integrated eye care networks.
PRG was incorporated on November 2, 1993 and until June 1995 had not conducted
any significant operations. On June 28, 1995, PRG consummated its initial public
offering (the "IPO") and simultaneously exchanged (the "Reorganization") cash,
shares of Common Stock and a note payable for certain assets and liabilities of,
and entered into service agreements ("Service Agreements") with ten ophthalmic
and optometric practices (the "initial Affiliated Practices"), which are located
in Arizona, Arkansas, California, Nevada, Ohio, Tennessee and Texas. During the
period from January 1 through July 17, 1996, PRG consummated the January-May 15,
1996 Acquisitions, the May 16-July 17, 1996 Acquisitions and the EyeCorp Merger
(the January-May 15, 1996 Acquisitions with the May 16-July 17, 1996
Acquisitions are referred to herein as the "1996 Acquisitions"). See "Recent
Developments." PRG's principal offices are located at Three Lincoln Centre,
Suite 1540, 5430 LBJ Freeway, Dallas, Texas 75240 and its telephone number at
that address is (214) 982-8200.

RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the factors listed below in
evaluating an investment in the shares of Common Stock offered hereby. This
Prospectus, other than the historical financial information, includes
forward-looking statements that involve risks and uncertainties, including the
Company's ability to successfully acquire the assets of, service and integrate
eye care providers, regulatory developments, the ability to adapt to the managed
care environment and the other risks detailed below.

INTEGRATION OF OPERATIONS

Since its formation, PRG has grown principally through acquisitions and is
pursuing an aggressive growth strategy. If PRG is to realize the anticipated
benefits of acquisitions, including the EyeCorp Merger, the 1996 Acquisitions
and any future acquisitions, the operations of these entities must be integrated
and combined efficiently. The process of integrating management services,
administrative organizations, facilities, management information systems and
other aspects of operations, while managing a larger and geographically expanded
entity, presents a significant challenge to the management of PRG. There can be
no assurance that the integration process will be successful or that the
anticipated benefits of its business combinations will be realized. The
dedication of management resources to such integration may detract attention
from the day-to-day operations of PRG. The difficulties of integration may be
increased by the necessity of coordinating geographically separated
organizations, integrating personnel with disparate business backgrounds and
combining different corporate cultures. There can be no assurance that there
will not be substantial unanticipated costs associated with such activities or
that there will not be other material adverse effects of these integration
efforts. Such effects could materially reduce the earnings of PRG. PRG has
incurred and is incurring certain transaction costs estimated at approximately
$9 million in connection with the EyeCorp Merger, which were recognized as an
expense in the first quarter of 1996. Additionally, PRG has incurred and is
incurring significant expenses in connection with the 1996 Acquisitions, the
majority of which will be capitalized and amortized in the future. These amounts
are preliminary estimates of legal, accounting, financial advisory and other
costs directly attributable to negotiating and closing the EyeCorp Merger and
the 1996 Acquisitions and do not reflect integration costs. There can be no
assurance that PRG will not incur additional charges in subsequent quarters to
reflect costs associated with the EyeCorp Merger and the 1996 Acquisitions.

ACQUISITION STRATEGY AND LIMITATION ON GROWTH

An integral part of PRG's business strategy is to increase its revenues,
earnings and market share through the acquisition of the assets of eye care
physician practice groups, management services organizations ("MSOs"), ASCs and
related businesses and the entry into management and non-medical operational
services relationships with such groups. There can be no assurance that PRG will
be able to acquire and retain

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the assets of, or profitably provide management services to, additional eye care
practices or successfully integrate such additional management services
relationships. In addition, there can be no assurance that the assets of eye
care practices acquired in the future, or the management services relationships
entered into in the future, will be beneficial to the successful implementation
of PRG's overall strategy, or that such assets and relationships will ultimately
produce returns that justify their related investment or implementation by PRG.

PRG's ability to expand is also dependent upon factors such as its ability
to (i) identify attractive and willing candidates for acquisition, (ii) adapt or
amend PRG's structure to comply with present or future state legal requirements
affecting PRG's arrangements with physician practice groups, including state
prohibitions on fee-splitting, corporate practice of medicine and referrals to
facilities in which physicians have a financial interest, (iii) obtain
regulatory approval and certificates of need, where necessary, and comply with
licensing requirements applicable to physicians and facilities operated, and
services offered, by physicians and (iv) expand PRG's infrastructure and
management to accommodate expansion. There can be no assurance that PRG will be
able to achieve these objectives or its planned growth, that the assets of eye
care practice groups will continue to be available for acquisition by PRG, or
that the addition of such practice groups will be profitable.

PRG's expansion strategy also requires substantial capital investment.
Capital is needed not only for the acquisition of the assets of physician
practices, but also for their effective integration, operation and expansion and
for the addition of medical equipment and technology. PRG may finance future
acquisitions by using shares of Common Stock for all or a portion of the
consideration to be paid. In the event that the Common Stock does not maintain a
sufficient valuation, or potential acquisition candidates are unwilling to
accept Common Stock as part of the consideration for the sale of the assets of
their businesses, PRG may be required to utilize more of its cash resources, if
available, in order to pursue its acquisition program. If PRG does not have
sufficient cash resources, its growth could be limited and its existing
operations impaired, unless it is able to obtain additional capital through
subsequent debt or equity financings. There can be no assurance that PRG will be
able to obtain such financing or that, if available, such financing will be on
terms acceptable to PRG. The Company's credit facilities require, under certain
circumstances, the consent of the Company's primary lender prior to the
consummation of acquisitions and there can be no assurance the Company's primary
lender will grant its consent each time the solicitation of such consent is
required. As a result, there can be no assurance that PRG will be able to
continue to implement its acquisition strategy successfully.

RISKS RELATED TO INTANGIBLE ASSETS

As a result of PRG's and EyeCorp's various acquisition transactions,
intangible assets of approximately $118 million have been recorded on PRG's
balance sheet as a result of purchase accounting. Using an amortization period
ranging from seven to 40 years for intangibles, amortization expense will be
approximately $4.5 million per year. Purchases of practices that result in the
recognition of additional intangible assets would cause amortization expense to
further increase. A substantial portion of the amortization generated by these
intangible assets is not deductible for tax purposes.

As practice asset acquisitions are made, PRG evaluates each acquisition
considering the practice's market position, reputation, profitability, and
geographical penetration, its position in the PRG provider network, the
collective experience of its executives and employees, its relationships with
its customers and affiliated physicians, the relationships between its
affiliated physicians and their patients and the specific service agreements
entered into with the Affiliated Practices. All of these factors contribute to
the purchase price paid for the acquisition and to the intangible created in the
purchase transaction. Generally, PRG management believes that these intangibles
will have a life of indefinite length.

At the time of or following each acquisition, PRG will evaluate each
acquisition and establish an appropriate amortization period based on the
underlying facts and circumstances. Subsequent to such initial evaluation, PRG
will periodically reevaluate such facts and circumstances to determine if the
related intangible asset continues to be realizable and if the amortization
period continues to be appropriate. As the underlying facts and circumstances
subsequent to the date of acquisition can change, there can be no assurance that
the value of such intangible assets will be realized by PRG. However, as of
March 31, 1996, the net unamortized balance of intangible assets acquired and
anticipated to be acquired was not considered to be

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impaired, any future determination that a significant impairment has occurred
would require the write-off of the impaired portion of unamortized intangible
assets, which could have a material adverse effect on the Company's results of
operations.

GOVERNMENT REGULATION

Various state and federal laws regulate the relationships between providers
of health care services, physicians and other clinicians.

These laws include the fraud and abuse provisions of the Social Security
Act, which include the "anti-kickback" and "anti-referral" laws. The
"anti-kickback" laws prohibit the offering, payment, solicitation or receipt of
any direct or indirect remuneration for the referral of Medicare or Medicaid
patients or for the ordering or providing of Medicare or Medicaid covered
services, items or equipment. The "anti-referral" laws impose restrictions on
physicians' referrals for designated health services to entities with which they
have financial relationships. Violations of these laws may result in substantial
civil or criminal penalties for individuals or entities, including large civil
monetary penalties and exclusion from participation in the Medicare and Medicaid
programs. Such exclusion, if applied to the Affiliated Practices, could result
in significant loss of reimbursement. A determination of liability under any
such laws could have a material adverse effect on the Company's operations.

Several states, including states in which some Affiliated Practices are
located, have adopted laws similar to the "anti-kickback" and "anti-referral"
laws that cover patients in private programs as well as government programs. The
laws of many states also prohibit physicians from splitting fees with
non-physicians and prohibit non-physician entities from practicing medicine.
These laws vary from state to state and are enforced by the courts and by
regulatory authorities with material discretion. A determination of liability
under any such laws could have a material adverse effect on PRG.

Although PRG believes that its operations as described in this Prospectus
are in substantial compliance with existing applicable laws, PRG's business
operations have not been the subject of judicial or regulatory interpretation.
There can be no assurance that review of PRG's business by courts or regulatory
authorities will not result in determinations that could adversely affect the
operations of PRG or that the health care regulatory environment will not change
so as to restrict PRG's existing operations or their expansion. In addition, the
regulatory framework of certain jurisdictions may limit PRG's expansion into, or
ability to continue operations within, such jurisdictions if PRG is unable to
modify its operational structure to conform with such regulatory framework. Any
limitation on PRG's ability to expand could have a material adverse effect on
the Company's operations.

In addition to extensive existing government health care regulation, there
have been numerous initiatives on the federal and state levels for comprehensive
reforms affecting the payment for and availability of health care services. PRG
believes that such initiatives will continue during the foreseeable future.
Aspects of certain of these reforms as proposed in the past, such as further
reductions in Medicare and Medicaid payments and additional prohibitions on
physician ownership, directly or indirectly, of facilities to which they refer
patients, if adopted, could adversely affect PRG.

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REIMBURSEMENT; TRENDS AND COST CONTAINMENT

PRG's revenues are derived principally from service fees paid to PRG by the
Affiliated Practices. A substantial portion of the revenues of the Affiliated
Practices are derived from government sponsored health care programs
(principally, the Medicare and Medicaid programs). Since the amount of service
fees payable to the Company is generally determined with reference to the
revenues or earnings of the Affiliated Practices, any reduction in the revenues
of Affiliated Practices could adversely affect the Company. The health care
industry is experiencing a trend toward cost containment as government and
private third-party payors seek to impose lower reimbursement and utilization
rates and negotiate reduced payment schedules with service providers. PRG
believes that these trends will continue to result in a reduction from
historical levels in per-patient revenue for such medical practices. Further
reductions in payments to physicians or other changes in reimbursement for
health care services would have an adverse effect on PRG's operations unless PRG
is otherwise able to offset such payment reductions.

Rates paid by private third-party payors are based on established
physician, ASC and hospital charges and are generally higher than Medicare
reimbursement rates. Any decrease in the relative number of patients covered by
private insurance could have a material adverse effect on PRG's results of
operations.

The federal government has implemented, through the Medicare program, a
resource-based relative value scale ("RBRVS") payment methodology for physician
services. This methodology went into effect in 1992 and was implemented during a
transition period in annual increments through December 31, 1995. RBRVS is a fee
schedule that, except for certain geographical and other adjustments, pays
similarly situated physicians the same amount for the same services. The RBRVS
is adjusted each year, and is subject to increases or decreases at the
discretion of Congress. To date, the implementation of RBRVS has reduced payment
rates for certain of the procedures historically provided by the Affiliated
Practices. RBRVS-type of payment systems have also been adopted by certain
private third-party payors and may become a predominant payment methodology.
Wider-spread implementation of such programs would reduce payments by private
third-party payors, and could indirectly reduce PRG's operating margins to the
extent that costs of providing management services related to such procedures
could not be proportionately reduced.

There can be no assurance that any or all of these reduced revenues and
operating margins could be offset by PRG through cost reductions, increased
volume, introduction of new procedures or otherwise.

RISKS ASSOCIATED WITH MANAGED CARE CONTRACTS

As an increasing percentage of patients are coming under the control of
managed care entities, PRG believes that its success will, in part, be dependent
upon PRG's ability to negotiate, generally on behalf of the Affiliated
Practices, contracts with health maintenance organizations ("HMOs"), employer
groups and other private third-party payors pursuant to which services will be
provided on a risk-sharing or capitated basis by some or all Affiliated
Practices. Under some of such agreements, the healthcare provider accepts a pre-
determined amount per patient per month in exchange for providing all necessary
covered services to the patients covered under the agreement. Such contracts
pass much of the financial risk of providing care, such as over-utilization,
from the payor to the provider. The proliferation of such contracts in markets
served by PRG could result in greater predictability of revenues, but greater
unpredictability of expenses. There can be no assurance that PRG will be able to
negotiate, generally on behalf of its Affiliated Practices, satisfactory
arrangements on a risk-sharing or capitated basis. In addition, to the extent
that patients or enrollees covered by such contracts require more frequent or
extensive care than is anticipated, operating margins may be reduced, or, in the
worst case, the revenues derived from such contracts may be insufficient to
cover the costs of the services provided. As a result, Affiliated Practices may
incur additional costs, which would reduce or eliminate anticipated earnings
under such contracts. Any such reduction or elimination of earnings could have a
material adverse affect on PRG's results of operations.

COMPETITION

PRG experiences competitive pressures for the acquisition of the assets of,
and the provision of management and non-medical operational services to,
additional practices and the acquisition of MSOs. PRG

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knows of one public and three private practice management companies focused on
eye care services. Several other practice management companies, both publicly
and privately held, that have established operating histories and, in some
instances, greater resources than PRG are pursuing the acquisition of the assets
of other general and specialty medical, including eye care, practices and the
management of such practices. Additionally, some hospitals, clinics, health care
companies, HMOs and insurance companies engage in activities similar to the
activities of these other practice management companies. There can be no
assurance that PRG will be able to compete effectively with such competitors for
the acquisition of, or affiliation with, eye care practices, that additional
competitors will not enter the market, that such competition will not make it
more difficult or expensive to acquire the assets of, and provide management
services to, eye care practices on terms beneficial to PRG or that competitive
pressures will not otherwise adversely affect the Company.

Affiliated Practices compete with numerous local eye care service
providers. PRG believes that changes in governmental and private reimbursement
policies and other factors have resulted in increased competition among
providers for the provision of medical services to consumers. There can be no
assurance that the Affiliated Practices will be able to compete effectively in
the markets that they serve. PRG believes that the cost, accessibility and
quality of services provided are the principal factors that affect competition.
There can be no assurance that the Affiliated Practices will be able to compete
effectively in the markets that they serve, which inability to compete could
adversely affect PRG.

Further, the Affiliated Practices will compete with other providers for
managed care contracts. PRG believes that trends toward managed care have
resulted, and will continue to result, in increased competition for such
contracts. Other practices and MSOs may have more experience than the Affiliated
Practices and PRG in obtaining such contracts. There can be no assurance that
PRG and the Affiliated Practices will be able to successfully acquire sufficient
managed care contracts to compete effectively in the markets they serve, which
inability to compete could adversely affect PRG.

POTENTIAL LIABILITY AND INSURANCE; LEGAL PROCEEDINGS

The provision of medical services entails an inherent risk of professional
malpractice and other similar claims. In connection with the provision of its
management services, PRG provides only facilities and non-medical administrative
and operational services, does not control or direct the practice of medicine by
physicians and does not assume responsibility for compliance with certain
regulatory and other requirements directly applicable to physicians and
physician groups; however, there can be no assurance that claims, suits or
complaints relating to services and products provided by Affiliated Practices
will not be asserted against PRG in the future. Additionally, PRG owns and
operates ASCs and, in some instances, serves as the provider of professional
services. With regard to all of PRG's operations, PRG maintains insurance
coverage that it believes is adequate both as to risks and amounts. Such
insurance extends to professional liability claims that may be asserted against
employees of PRG that work on site at Affiliated Practice locations. In
addition, pursuant to the Service Agreements, the Affiliated Practices are
required to maintain professional liability insurance. Nevertheless, there can
be no assurance that successful malpractice or other claims will not be asserted
against the Affiliated Practices or PRG that exceed applicable policy limits,
which could have a material adverse effect on PRG.

PRG, in connection with the acquisition of the assets of certain of the
Affiliated Practices, typically succeeds to some or all of the liabilities of
the Affiliated Practices. Therefore, claims may be asserted against PRG for
events that occurred prior to the acquisition of the assets of certain of the
Affiliated Practices. PRG maintains insurance coverage related to those risks
that it believes is adequate both as to risks and amounts, although no assurance
can be provided that any successful claims will not exceed applicable policy
limits.

The availability and cost of professional liability insurance has been
affected by various factors, many of which are beyond the control of PRG and the
Affiliated Practices. There can be no assurance that liability insurance will be
available to PRG in the future at acceptable costs or that the future cost of
such insurance to PRG and the Affiliated Practices will not have an adverse
effect on PRG's operations.

9
<PAGE> 10

SHARES ELIGIBLE FOR FUTURE SALES

PRG has a significant number of shares of Common Stock outstanding that
were not registered under the Securities Act upon issuance, but the holders of
which have certain registration rights. In addition, the Company has a
significant number of shares of Common Stock outstanding that were registered
under the Securities Act upon issuance, the resale of which is contractually
restricted. Prior to the IPO there had been no market for the Common Stock and
no prediction can be made as to the effect, if any, that the sale of shares or
the availability of shares for sale will have on the market price prevailing
from time to time. Nevertheless, sales of substantial amounts of the Common
Stock in the public market could adversely affect prevailing market prices and
the ability of PRG to raise equity capital in the future.

The 115,003 shares of Common Stock registered with the Securities and
Exchange Commission (the "Commission") under the Securities Act in the
registration statement of which this Prospectus forms a part and issuable in
business combination transactions will generally be freely tradable by
nonaffiliates after their issuance, unless the sale thereof is contractually
restricted. The purchasers of shares of Common Stock in this offering will
typically be required to execute an agreement whereby such persons agree to hold
all or a portion of such shares for a period of up to two years after the date
of acquisition. These agreements may be modified by PRG in connection with any
particular business combination.

ANTI-TAKEOVER CONSIDERATIONS

Certain provisions of the Company's Restated Certificate of Incorporation,
the Company's Bylaws and Delaware law could discourage potential acquisition
proposals, delay or prevent a change in control of the Company and,
consequently, limit the price that investors might be willing to pay in the
future for shares of the Common Stock. These provisions include a classified
Board of Directors, the inability to remove directors except for cause and the
ability to issue, without further stockholder approval, shares of preferred
stock with rights and privileges senior to the Common Stock. In addition, in
April 1996 the Company adopted a stockholder rights plan, which can have a
significant anti-takeover effect. The Company also is subject to Section 203 of
the Delaware General Corporation Law which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any of a broad range of
business combinations with an "interested stockholder" for a period of three
years following the date that such stockholder became an interested stockholder.
The Company's principal credit facilities require the Company to obtain the
consent of the lender following a change in PRG's senior management personnel,
and a "Change of Control" (as defined therein) constitutes an event of default
under each of the credit facilities. These provisions of the Company's credit
facilities could serve to impede or prevent a change of control or have a
depressive effect on the price of the Common Stock.

VOLATILITY OF STOCK PRICE

The stock market has from time to time experienced significant price and
volume fluctuations, which have particularly affected the market prices of
companies in the health care industry and "small cap" stocks, and which may be
unrelated to the operating performance of particular companies. Factors such as
quarterly variations in actual or anticipated operating results, growth rates,
changes in estimates by analysts, market conditions in the industry,
announcements by competitors, regulatory actions and general economic conditions
may have a significant effect on the market price of the Common Stock.

10
<PAGE> 11

RECENT DEVELOPMENTS

Since the Reorganization through July 17, 1996, the Company has added a
total of 75 new practices, 17 ASCs, 139 ophthalmologists, 110 optometrists and
nine excimer lasers in eight new states in the acquisitions described below.

1996 ACQUISITIONS

During the period from January 1 through May 15, 1996, PRG consummated the
acquisition of the assets of 20 practices located in six states and ten ASCs for
an aggregate consideration of approximately $9.5 million in cash and
approximately 2.2 million shares of Common Stock. In connection with these
acquisitions the Company entered into new markets in Dallas, Phoenix, Oklahoma
and South Carolina and further penetrated existing markets in Houston, Las
Vegas, Ohio and California.

During the period from May 16 through July 17, 1996, PRG consummated the
acquisition of the assets of six practices located in five states and two ASCs
for an aggregate consideration of approximately $694,812 in cash and
approximately 552,812 shares of Common Stock. In connection with these
acquisitions the Company entered into a new market in Florida and further
penetrated existing markets in Arizona, Illinois, Kentucky and Texas.

EYECORP MERGER

In March 1996, PRG closed the EyeCorp Merger for consideration of 6,089,506
shares of Common Stock in a pooling of interests transaction. EyeCorp was a
privately held physician practice management company devoted solely to eye care
and provided management services to 50 ophthalmic and optometric practices
located in 10 states and owned and operated, or provided management services to,
five ASCs.

PRG pursued the EyeCorp Merger because PRG believed that the combination
with EyeCorp would provide PRG with a substantial presence in the southeastern
region of the United States and would result in greater operating leverage and a
substantial increase in its future acquisition opportunities. In addition, the
EyeCorp Merger resulted in a significant addition to the number of optometrists
affiliated with PRG, which PRG believes enhances its overall strategy of
efficient utilization of eye care professionals. Further, EyeCorp had
established, and PRG intends to promote and replicate in other markets the
Retinal Center of Excellence, which substantially strengthens PRG's subspecialty
retina capabilities. Finally, the combination with EyeCorp resulted in the
acquisition of The EyePA, Inc., an independent practice association, which was
formed by EyeCorp to establish preferred provider networks composed of eye care
professionals offering quality controlled, comprehensive vision care services to
enrollees in various health insurance plans.

11
<PAGE> 12

The following table sets forth certain information as of July 17, 1996
regarding the Affiliated Practices.

AFFILIATED PRACTICES

<TABLE>
<CAPTION>
NUMBER EXCIMER OPTICAL
STATE/CITY OF OFFICES OPHTHALMOLOGISTS OPTOMETRISTS ASCS LASERS DISPENSARIES
- ----------------------------------- ---------- ---------------- ------------ ---- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
ARIZONA
Kingman.......................... 2 0 3 1 0 0
Phoenix.......................... 17 8 9 4 1 0
ARKANSAS
Fayetteville..................... 3 2 1 0 0 3
Manila........................... 1 0 1 0 0 1
CALIFORNIA
Bakersfield...................... 3 8 4 1 0 3
Colton........................... 14 22 5 1 2 4
Rancho Mirage.................... 3 5 3 1 0 2
San Diego........................ 1 2 1 0 1 1
FLORIDA
Lakeland......................... 4 5 0 1 0 2
ILLINOIS
Addison.......................... 1 0 3 0 0 1
Chicago.......................... 3 3 0 0 1 1
Franklin Park.................... 2 0 2 0 0 1
Libertyville..................... 1 1 0 0 0 1
Naperville....................... 1 0 2 0 0 1
Rockford......................... 3 2 2 0 1 0
Villa Park....................... 1 0 1 0 0 1
KENTUCKY
Benton........................... 2 0 2 0 0 1
Hopkinsville..................... 1 0 1 0 0 1
Paducah.......................... 1 0 3 0 0 0
MASSACHUSETTS
Plymouth......................... 3 4 1 1 1 0
MISSISSIPPI
Amory............................ 2 0 1 0 0 2
Canton........................... 2 0 2 0 0 2
Coldwater........................ 2 0 1 0 0 2
Corinth.......................... 1 1 0 0 0 1
Greenwood........................ 5 2 1 0 0 1
Hattiesburg...................... 3 4 1 1 0 0
Indianola........................ 2 0 1 0 0 2
Iuka............................. 2 0 1 0 0 2
Jackson.......................... 2 3 0 0 0 0
Mendenhall....................... 2 0 1 0 0 2
Oxford........................... 4 4 0 0 0 0
Sardis........................... 2 0 1 0 0 2
Starkville....................... 3 0 3 0 0 3
Tupelo........................... 2 1 1 0 0 1
MISSOURI
Florissant....................... 5 6 4 0 0 1
St. Louis........................ 3 1 3 1 0 1
NEVADA
Las Vegas........................ 10 12 0 2 1 5
OHIO
Alliance......................... 3 4 2 0 0 0
Cincinnati....................... 4 2 5 1 1 1
Medina........................... 2 2 1 0 0 1
Sandusky......................... 3 2 3 0 0 1
OKLAHOMA
Oklahoma City.................... 2 2 2 0 0 1
Tulsa............................ 1 1 2 0 0 0
SOUTH CAROLINA
Myrtle Beach..................... 1 2 0 0 0 1
TENNESSEE
Clarksville...................... 2 0 4 0 0 2
Collierville..................... 2 0 6 0 0 2
</TABLE>

12
<PAGE> 13

13
<PAGE> 14

PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS

THE COMPANY

This Prospectus covers the offer and sale of up to 115,003 shares of Common
Stock which PRG may issue from time to time in connection with the future direct
and indirect acquisitions of other businesses, properties or securities in
business combination transactions in accordance with Rule 415(a)(1)(viii) of
Regulation C under the Securities Act or as otherwise permitted under the
Securities Act.

PRG expects that the terms upon which it may issue the shares will be
determined through negotiations with the securityholders or principal owners of
the businesses whose securities or assets are acquired. It is expected that the
shares that are issued will be valued at prices reasonably related to market
prices for the Common Stock prevailing either at the time an acquisition
agreement is executed or at the time an acquisition is consummated.

SELLING STOCKHOLDERS

This Prospectus covers offers from time to time by the Selling Stockholders
of the shares of Common Stock owned by the Selling Stockholders or other
permitted transferees. Set forth below are (i) the names of the Selling
Stockholders and (ii) the number of shares issued or to be issued by the Company
to the Selling Stockholders, which number is also the number of shares of Common
Stock which may be offered by each Selling Stockholder pursuant to this
Prospectus. Any or all of the shares of Common Stock listed below may be offered
for sale by the Selling Stockholders from time to time. If the Selling
Stockholders sell all such shares pursuant to this Prospectus and acquire no
additional shares of Common Stock, each Selling Stockholder will not own any
shares of Common Stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
HELD OR TO BE
HELD AND OFFERED PERCENTAGE OF
PURSUANT TO SHARES OF
THIS PROSPECTUS COMMON STOCK*
---------------- -------------
<S> <C> <C>
Mann Berkeley Eye Center, P.A. ................................. 223,759 1.0%
David D. Dulaney, M.D. ......................................... 152,727 **
Ronald W. Barnet, M.D. ......................................... 138,083 **
John R. and Nancy Shepherd Family Trust(1) ..................... 85,473 **
Daniel I. Goldman, M.D. ........................................ 27,667 **
John R. Shepherd, M.D., Ltd.(2) ................................ 35,667 **
John R. Shepherd, M.D.(3)....................................... 49,750 **
Gregory Clariday, M.D. ......................................... 36,195 **
Robert A. Hummel, M.D. ......................................... 59,524 **
William Lipsky, M.D. ........................................... 55,066 **
Scott A. Perkins, M.D. ......................................... 32,489 **
Ned M. Reinstein, M.D. ......................................... 32,881 **
Rudy R. Manthei, D.O. .......................................... 31,859 **
Steven Hansen, M.D. ............................................ 31,500 **
William McMullen, M.D. ......................................... 26,878 **
Scott Manthei, D.O. ............................................ 20,571 **
Robert B. Pinkert, D.O. ........................................ 16,245 **
Douglas C. Lorenz, D.O. ........................................ 10,285 **
Michael R. Beck................................................. 8,850 **
Daniel D. Chambers.............................................. 8,851 **
Michael Yeary................................................... 8,851 **
John R. Hedrick................................................. 7,965 **
Fay and Ralph Hedrick........................................... 708 **
Everett Southerland............................................. 177 **
---------------- -----
1,102,021 4.7%
</TABLE>

14
<PAGE> 15

- ---------------

* Percent of shares of PRG Common Stock outstanding on July 17, 1996.

** Less than 1%.

(1) Excludes shares beneficially owned by John R. Shepherd, M.D. or John R.
Shepherd, M.D., Ltd., of which the John R. and Nancy Shepherd Family Trust
beneficially owns 80% of the outstanding ownership interests.

(2) Excludes shares beneficially owned by John R. Shepherd, M.D. or the John R.
and Nancy Shepherd Family Trust.

(3) Excludes shares beneficially owned by the John R. and Nancy Shepherd Family
Trust or John R. Shepherd, M.D., Ltd.

The Selling Stockholders or permitted transferees directly, through agents
designated from time to time, or through dealers or underwriters also to be
designated, may sell the shares of Common Stock offered by them hereunder from
time to time, in or through privately negotiated transactions, in one or more
transactions, including block transactions, on the NYSE or on any stock
exchanges on which the shares of Common Stock may be listed in the future
pursuant to and in accordance with the applicable rules of such exchanges or
otherwise. The selling price of the shares of Common Stock offered by the
Selling Stockholders hereunder may be at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated
prices. To the extent required by applicable law, the specific shares to be
sold, the names of the Selling Stockholders, the respective purchase prices and
public offering prices, the names of any such agent, dealer or underwriter, and
any applicable commissions or discounts with respect to a particular offer will
be set forth in an accompanying Prospectus Supplement.

The Selling Stockholders or permitted transferees and any underwriters,
dealers or agents that participate in the distribution of the shares of Common
Stock offered by the Selling Stockholders hereunder may be deemed to be
underwriters, and any profit of the sale of the shares of Common Stock offered
by the Selling Stockholders or permitted transferees hereunder by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. In addition, such Selling Stockholders or permitted transferees
may also qualify for the sale of such shares pursuant to Rules 144 or 145
promulgated under the Securities Act and accordingly such securities may be sold
under such rules rather than pursuant to this Prospectus.

The Company has agreed to indemnify the Selling Stockholders and any
underwriters they may utilize against certain civil liabilities arising under
the Securities Act. In addition, each Selling Stockholder agreed to indemnify
the Company against certain civil liabilities, including liabilities under the
Securities Act, with respect to written information furnished by such Selling
Stockholder to the Company.

GENERAL

The shares of Common Stock offered hereunder will be listed on the NYSE,
but will be subject to certain contractual holding period requirements.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for PRG
by Jackson & Walker, L.L.P., Dallas, Texas.

15
<PAGE> 16

EXPERTS

The audited financial statements of Physicians Resource Group, Inc. as of
December 31, 1994 and 1995 and for each of the three years ended December 31,
1995; the audited combined financial statements for Physicians Resource Group,
Inc. -- Founding Affiliated Practices as of December 31, 1993 and 1994 and for
each of the three years in the period ended December 31, 1994; the audited
financial statements for Barnet Dulaney Eye Center as of December 31, 1994 and
1995 and for each of the two years in the period ended December 31, 1995; the
audited combined financial statements of Physicians Resource Group, Inc. --
Selected Acquisition Practices as of December 31, 1994 and for the year ended
December 31, 1994; the audited combined financial statements of Physicians
Resource Group, Inc. -- Certain Acquisition Practices as of December 31, 1995
and for the year ended December 31, 1995; the audited combined financial
statements of Physicians Resource Group, Inc. -- Central Florida Eye Associates
P.A., as of December 31, 1994 and 1995 and for each of the two years in the
period ended December 31, 1995; the audited combined financial statements of
Physicians Resource Group, Inc. -- South Texas Retina Consultants, P.A. as of
December 31, 1995 and for the year ended December 31, 1995; and the audited
financial statements of Physician Resource Group, Inc. -- The Edward Yavitz Eye
Center, Ltd. as of December 31, 1995 and for the year ended December 31, 1995
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement to the extent and for the periods indicated in their reports have been
audited by Arthur Andersen LLP, independent public accountants and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.

The financial statements of EyeCorp, Inc. -- Baker Acquisition Practice as
of December 31, 1994 and for the year ended December 31, 1994; the financial
statements of EyeCorp, Inc. -- Coleman Acquisition Practice as of December 31,
1994 and for the year ended December 31, 1994; the combined financial statements
of EyeCorp, Inc. -- Eggleston Acquisition Practice as of December 31, 1994 and
for the year ended December 31, 1994; the combined financial statements of
EyeCorp, Inc. -- Gordon Acquisition Practice as of December 31, 1994 and for the
year ended December 31, 1994; the combined financial statements of EyeCorp,
Inc. -- Post Acquisition Practice as of December 31, 1993 and 1994 and for the
two years ended December 31, 1994; the financial statements of EyeCorp,
Inc. -- Southern Eye Center Acquisition Practice as of December 31, 1993 and
1994 and for each of the three years in the period ended December 31, 1994; and
the combined financial statements of the EyeCorp, Inc. -- Selected Acquisition
Practices as of December 31, 1994 and for the year ended December 31, 1994
incorporated by reference in this Registration Statement on Form S-4 have been
included herein in reliance on the reports Coopers & Lybrand L.L.P., independent
accountants, given on their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

PRG is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith files reports, proxy
statements and other information with the Commission. These materials can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's regional offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York
10048. Copies of these materials can also be obtained from the Commission at
prescribed rates by writing to the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. In addition, shares of the
Common Stock, par value $.01 per share, of the Company are traded on the NYSE,
and such reports, proxy statements and other information may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

PRG has filed with the Commission a Registration Statement on Form S-4 with
respect to the Common Stock offered hereby. This Prospectus constitutes part of
the Registration Statement and does not contain all the information contained in
the Registration Statement and exhibits and schedules thereto, certain portions
of which have been omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement including
the exhibits and schedules thereto. Statements contained in this Prospectus

16
<PAGE> 17

as to the contents of any contract or any other document are not necessarily
complete, and in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. All of these
documents may be inspected without charge at the addresses set forth in the
preceding paragraph.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This Prospectus incorporates by reference certain documents of PRG that are
not presented herein or delivered herewith. There will be provided without
charge to each person, including any beneficial owner, to whom a Prospectus is
delivered, upon written or oral request of such person, a copy of any or all
documents incorporated by reference herein (excluding exhibits, unless such
exhibits are specifically incorporated by reference herein). Requests should be
directed to PRG's Corporate Secretary, Three Lincoln Centre, Suite 1540, 5430
LBJ Freeway, Dallas, Texas 75240 (telephone (214) 982-8200).

The following documents, which have been filed with the Commission pursuant
to the Exchange Act under Commission file No. 1-13778, are incorporated herein
by reference:

1. PRG's Annual Report on Form 10-K for the year ended December 31,
1995, as amended on Form 10-K/A;

2. PRG's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1996;

3. The description of PRG's Common Stock contained in PRG's
Registration Statement on Form 8-A, dated May 5, 1995;

4. The description of rights to purchase PRG preferred stock contained
in PRG's Registration Statement on Form 8-A, dated April 18, 1996; and

5. PRG's Current Reports on Form 8-K dated February 14, 1996 (as
amended on Form 8-K/A filed on April 2, 1996), March 18, 1996, March 18,
1996, April 18, 1996 (as amended on Form 8-K/A filed on May 10, 1996) and
June 30, 1996 (as amended on Form 8-K/A filed on July 17, 1996).

All reports and definitive proxy or information statements filed by PRG
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus shall be deemed to be incorporated by reference into
this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The information relating to PRG contained in this Prospectus does not
purport to be comprehensive and should be read together with the information in
the documents incorporated herein by reference.

17
<PAGE> 18
================================================================================

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY
THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary..................... 3
The Company............................ 5
Risk Factors........................... 5
Recent Developments.................... 11
Plan of Distribution and Selling
Stockholders......................... 14
Legal Matters.......................... 15
Experts................................ 16
Available Information.................. 16
Incorporation of Certain Documents by
Reference............................ 17
</TABLE>

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3,000,000 SHARES

[PHYSICIANS LOGO]
COMMON STOCK

------------

PROSPECTUS

JULY 25, 1996

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================================================================================