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As filed with the Securities and Exchange Commission on August 21, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PHYSICIANS RESOURCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0456864
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Three Lincoln Centre
5430 LBJ Freeway, Suite 1540
Dallas, Texas 75240
(214) 982-8200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
EMMETT E. MOORE
Chief Executive Officer
5430 LBJ Freeway
Suite 1540
Dallas, Texas 75240 (214) 982-8200
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
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Copies to:
RICHARD J. D'AMICO JAMES S. RYAN, III
PHYSICIANS RESOURCE GROUP, INC. JACKSON & WALKER, L.L.P.
5430 LBJ Freeway 901 Main Street
Suite 1540 Suite 6000
Dallas, Texas 75240 Dallas, Texas 75202
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed
Proposed Maximum
Title of Each Maximum Offering Aggregate Amount of
Class of Securities Amount to be Price Offering Registration
To Be Registered Registered(1) Per Share(1) Price (1) Fee(1)
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<S> <C>
Common Stock, $.01 par value.. 155,380 $25.3125 $3,933,056 $1,357
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee
are computed on the basis of the average of the high and low prices of the
Common Stock as listed on the New York Stock Exchange on August 14, 1996.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE> 2
Subject to Competion, dated August 21, 1996.
PROSPECTUS
155,380 Shares
PHYSICIANS RESOURCE GROUP, INC.
Common Stock
This Prospectus relates to the offer and sale of an aggregate of 155,380
shares of common stock, par value $0.01 per share (the "Common Stock") of
Physicians Resource Group, Inc. ("PRG" or the "Company"), by certain
stockholders of the Company (the "Selling Stockholders"). The Selling
Stockholders directly, through agents designated from time to time, or through
dealers or underwriters also to be designated, may sell the Common Stock from
time to time on terms to be determined at the time of sale. To the extent
required, the specific number of shares of Common Stock to be sold, the names
of the Selling Stockholders, the purchase price, the public offering price, the
names of any such agent, dealer or underwriter, and any applicable commission
or discount with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution."
The Common Stock is quoted through the New York Stock Exchange ("NYSE")
and may be sold from time to time by the Selling Stockholders either directly
in private transactions, or through one or more brokers or dealers through the
NYSE at such prices and upon such terms as may be obtainable.
Upon any sale of the Common Stock offered hereby, Selling Stockholders and
participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of
such securities purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. The Company, however, understands that
the Selling Stockholders do not admit that they are underwriters within the
meaning of the Securities Act. The Company will not receive any of the proceeds
from the sales of the securities offered hereby.
No underwriter is being utilized in connection with this offering. The
Company will pay all expenses incurred in connection with this offering, which
are estimated to be approximately $15,000.
On August 20, 1996, the closing price of the Common Stock on the NYSE was
$26.75.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 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 COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August ___, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information 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
in Chicago, Illinois (Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60604) and New York, New York (7 World Trade
Center, 13th Floor, New York, New York 10007). Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, shares
of the Common Stock 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.
This Prospectus, which constitutes part of a Registration Statement filed
by the Company with the Commission under the Securities Act (the "Registration
Statement"), omits certain of the information contained in the Registration
Statement. Reference is made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and the Common
Stock offered hereby. Copies of such Registration Statement are available from
the Commission. Statements contained herein concerning the provisions of
documents filed herewith as exhibits are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.
The Company's principal executive offices are located at Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1540, Dallas, Texas, and its telephone number
at such address is (214) 982-8200.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof: (i)
Annual Report on Form 10-K for the year ended December 31, 1995 (as amended on
Form 10-K/A filed on April 30, 1996); (ii) definitive proxy statement, dated
May 3, 1996, relating to the Company's Annual Meeting of Stockholders held on
May 21, 1996; (iii) Quarterly Report on Form 10-Q for the quarter ended March
31, 1996; (iv) Quarterly Report on Form 10-Q for the quarter ended June 30,
1996; (vi) Current Reports on Form 8-K dated February 14, 1996 (as amended on
Form 8-K/A filed on April 12, 1996), March 18, 1996, March 18, 1996, April 18,
1996 (as amended on Form 8-K/A filed on May 10, 1996), June 30, 1996 (as
amended on Form 8-K/A filed on July 17, 1996) and August 13, 1996; (vi)
Registration Statement on Form 8-A, dated May 5, 1995, and (vii) Registration
Statement on Form 8-A dated April 18, 1996 (relating to rights to purchase PRG
preferred stock).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock to be made hereunder
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing thereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
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to be modified or superseded for all purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which 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 Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents incorporated herein or in the
Registration Statement by reference (other than exhibits and schedules thereto,
unless such exhibits or schedules are specifically incorporated by reference
into the information that this Prospectus incorporates). Written or telephonic
requests for copies should be directed to the Company's principal office:
Physicians Resource Group, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite
1540, Dallas, Texas 75240, (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 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, the operations of the acquired 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.
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 the assets of, or profitably provide
management services to, additional eye care practices or successfully integrate
such additional
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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 various acquisition transactions, as of July 17,
1996, 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 forty 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
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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 practices (such practices, "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 June 30, 1996, the net unamortized balance of intangible assets acquired
and anticipated to be acquired was not considered to be 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
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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.
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.
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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
predetermined 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 (1)
additional practice groups; (2) the assets of, and the provision of management
and non-medical operational services to, additional practices and (3) MSOs. PRG
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
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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 nonmedical 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.
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
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which is contractually restricted. 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.
ANTI-TAKEOVER CONSIDERATIONS
Certain provisions of the Company's Second 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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.
SELLING STOCKHOLDERS
This Prospectus covers the offer and resale from time to time by each
Selling Stockholder of the Common Stock owned by each such Selling Stockholder.
Set forth below are the names of each Selling Stockholder, the nature of any
position, office, or other material relationship that the Selling Stockholder
has had within the past three years with the Company or any of its predecessors
or affiliates, the number of shares of Common Stock owned as of August 15,
1996,
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by each Selling Stockholder, the number of shares of Common Stock that may be
offered and sold by such Selling Stockholder pursuant to this Prospectus and
the number of shares of Common Stock, the amount and (if one percent or more)
the percentage of Common Stock to be owned by each Selling Stockholder upon
completion of the offering if all such shares are sold. Any or all of the
shares of Common Stock listed below may be offered for sale by the Selling
Stockholders from time to time.
<TABLE>
<CAPTION>
Shares beneficially owned Shares beneficially owned
prior to the Offering Shares after the Offering
Name Number Percent to be sold Number Percent
- ---- ----------- ---------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Robert Alpert(1) . . . . . 75,000 * 37,500 37,500 *
The Basil Bourque Profit Sharing
Trust(2) . . . . . . . . . 5,769 * 2,884 2,885 *
Edward B. Cooper . . . . . 2,308 * 1,154 1,154 *
William DeArman . . . . . . 23,076 * 11,538 11,538 *
John Drury . . . . . . . . 23,076 * 11,538 11,538 *
Leslie W. Dunn . . . . . . 5,769 * 2,884 2,885 *
Exel Holdings, Ltd . . . . 46,153 * 23,076 23,077 *
Steve Harter(3) . . . . . . 157,713 * 2,884 154,829 *
Michael S. Lang(3) . . . . 145,375 * 8,520 136,855 *
The Sean F. McNamara Profit Sharing
Trust(4). . . . . . . . . . 5,769 * 2,884 2,885 *
John I. Mundy.. . . . . . . 5,769 * 2,884 2,885 *
Alan Osofsky(1) . . . . . . 11,326 * 2,884 8,442 *
R&S Partners, Ltd(5) . . . . . 15,538 * 5,769 9,769 *
A.R. Sanchez, Jr . . . . . 23,076 * 11,538 11,538 *
Don A. Sanders . . . . . . 40,384 * 20,192 20,192 *
Gregory L. Solomon(6) . . . 95,206 * 5,769 89,437 *
Bert Wollen(3). . . . . . . 1,482 * 1,482 0 *
</TABLE>
* Less than one percent.
- ---------------------
(1) Member of Notre Capital Ventures, Ltd. ("Notre"), the founding
stockholder of PRG.
(2) Mr. Bourque, the trustee of such trust, is a member of Notre.
(3) Member and Managing Director of Notre.
(4) Mr. McNamara, the trustee of such trust, is a member of Notre.
(5) Includes 3,000 shares held by Randall Evans individually. Mr. Evans
is the trustee of the trust that is the general partner of
R&S Partners, Ltd. Also includes 1,000 shares held by The Rufus
Marion Freeman Trust, of which Mr. Evans is the trustee.
(6) Mr. Solomon is the former Chairman of the Board and Chief
Executive Officer of PRG.
10
<PAGE> 12
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time to
purchasers directly by any of the Selling Stockholders. Alternatively, the
Selling Stockholders may from time to time offer the Common Stock through
underwriters, dealers or agents who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Common Stock for whom they may act as
agent. The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the Common Stock may be deemed to be
underwriters, and any profit on the sale of the Common Stock 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. The Company, however, understands that the Selling
Stockholders do not admit that they are underwriters within the meaning of the
Securities Act.
At the time a particular offer of the Common Stock is made, to the extent
required, a Prospectus Supplement will be distributed, which will set forth the
number of shares of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The Common Stock may be sold from time to time in one or more transactions
at fixed offering prices, which may be changed, or at varying prices determined
at the time of sale or at negotiated prices. The Company will pay all of the
expenses incident to the offering and sale of the Common Stock to the public
other than commissions and discounts of underwriters, dealers or agents,
brokers' fees and the fees and expenses of any counsel to the Selling
Stockholders related thereto.
LEGAL MATTERS
Certain legal matters in connection with the validity of the securities
offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., Dallas, Texas.
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
11
<PAGE> 13
ended December 31, 1995; the audited financial statements of Physicians
Resource Group, Inc. -- The Edward Yavitz Eye Center, Ltd. as of December 31,
1995 and for the year ended December 31, 1995; the audited combined financial
statements of Key Whitman/Milauskas as of December 31, 1995 and for the year
ended December 31, 1995; and the audited combined financial statements of
Physicians Resource Group, Inc. -- Sundry Acquisition Practices 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 accounts 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-3 have been included herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on their authority as
experts in accounting and auditing.
12
<PAGE> 14
================================================================================
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus, and if given or
made, such information or representations must not be relied upon. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any securities other than registered securities to which it relates, or
an offer to or a solicitation of any person in any jurisdiction where such
offer or solicitation would be unlawful. The delivery of this Prospectus at any
time does not imply that the information herein is correct as of any date
subsequent to its date.
----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............ 2
Incorporation of Certain
Documents by Reference........ 2
Risk Factors..................... 3
Use of Proceeds.................. 9
Selling Stockholders ............ 9
Plan of Distribution ............ 11
Legal Matters.................... 11
Experts.......................... 11
</TABLE>
================================================================================
================================================================================
PHYSICIANS RESOURCE
GROUP, INC.
PROSPECTUS
August , 1996
---
================================================================================
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Stock covered by this Registration Statement, all of
which will be paid by Physicians Resource Group, Inc. (the "Registrant"), are as
follows:
<TABLE>
<S> <C>
Registration Fees .............. $1,357
Accounting Fees and Expenses.... $3,000
Legal Fees and Expenses......... $4,000
Miscellaneous .................. $1,000
------
Total........................... $9,357
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors or officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's certificate of incorporation, bylaws, any agreement or otherwise.
Reference is made to Article Ten of the Registrant's Second Restated
Certificate of Incorporation, which provides for indemnification of directors
and officers.
Reference is made to the Registrant's Third Amended and Restated Bylaws,
which provide for indemnification of directors and officers.
In addition, the Registrant has entered into Indemnity Agreements with
certain of its directors and executive officers.
The Registrant has procured insurance that purports (i) to insure it
against certain costs of indemnification that may be incurred by it pursuant to
the provisions referred to above or otherwise and (ii) to insure the directors
and officers of the Registrant against certain liabilities incurred by them in
the discharge of their functions as directors and officers except for
liabilities arising from their own malfeasance.
II-1
<PAGE> 16
ITEM 16. EXHIBITS.
The following is a list of all exhibits filed as a part of this Registra-
tion Statement on Form S-3, including those incorporated herein by reference.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ -----------------------
<S> <C>
4.1 Form of certificate evidencing ownership of Common Stock of
Physicians Resource Group, Inc.(1)
5.1. Opinion of Jackson & Walker, L.L.P.(2)
23.1 Consent of Arthur Andersen LLP(2)
23.2 Consent of Coopers & Lybrand LLP(2)
24.1 Power of Attorney(3)
</TABLE>
- -------------------------------
1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 33-91440) and incorporated herein by reference.
2) Filed herewith.
3) Included in the signature pages hereof.
II-2
<PAGE> 17
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
II-3
<PAGE> 18
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 19
POWER OF ATTORNEY
Each person whose signature appears below authorizes Emmett E. Moore,
Richard M. Owen and Richard J. D'Amico, and each of them, each of whom may act
without joinder of the others, to execute in the name of each such person who
is then an officer or director of the Registrant and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in respect thereof,
in connection with the registration of the securities which are the subject of
this Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas on the 18th day of
August, 1996.
PHYSICIANS RESOURCE GROUP, INC.
By: /s/ Richard J. D'Amico
----------------------------------
Name: Richard J. D'Amico
----------------------------------
Title: Senior Vice President
and Secretary
----------------------------------
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ EMMETT E. MOORE
- ------------------------ Chairman of the Board of August 18, 1996
Emmett E. Moore Directors, Chief Executive
Officer and President
(Principal Executive Officer)
/s/ RICHARD M. OWEN
- ------------------------ Senior Vice President, Chief August 18, 1996
Richard M. Owen Financial Officer and
Director
(Principal Financial Officer)
/s/ JOHN N. BINGHAM
- ------------------------ Vice President, Controller August 18, 1996
John N. Bingham and Chief Accounting
Officer
(Principal Accounting
Officer)
/s/ ALAN C. BAUM, M.D.
- ------------------------ Director August 18, 1996
Alan C. Baum, M.D.
/s/ LUCIUS E. BURCH, III
- ------------------------ Director August 18, 1996
Lucius E. Burch, III
/s/ JOE E. ELLIS, O.D.
- ------------------------ Director August 18, 1996
Joe E. Ellis, O.D.
/s/ CHARLES D. FRITCH, M.D.
- ------------------------ Director August 18, 1996
Charles D. Fritch, M.D.
/s/ RICHARD A. GILLELAND
- ------------------------ Director August 18, 1996
Richard A. Gilleland
/s/ BRUCE E. HERRON, M.D.
- ------------------------ Director August 18, 1996
Bruce E. Herron, M.D.
</TABLE>
<PAGE> 21
<TABLE>
<S> <C> <C>
/s/ JAMES E. McDONALD, M.D. Director August 18, 1996
- -------------------------------
James E. McDonald, M.D.
/s/ DAVID MEYER, M.D. Director August 18, 1996
- -------------------------------
David Meyer, M.D.
/s/ JOSEPH C. NOREIKA, M.D. Director August 18, 1996
- -------------------------------
Joseph C. Noreika, M.D.
/s/ JAMES W. RAYNER, M.D. Director August 18, 1996
- -------------------------------
James W. Rayner, M.D.
/s/ DAVID M. SCHNEIDER, M.D. Director August 18, 1996
- -------------------------------
David M. Schneider, M.D.
/s/ PAUL M. SHIMOFF Director August 18, 1996
- -------------------------------
Paul M. Shimoff
/s/ RONALD L. STANFA Director August 18, 1996
- -------------------------------
Ronald L. Stanfa
- ------------------------------- Director August , 1996
P. Harold Wallar, M.D.
/s/ KENNETH C. WESTFIELD, M.D. Director August 18, 1996
- -------------------------------
Kenneth C. Westfield, M.D.
</TABLE>
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 Form of certificate evidencing ownership of Common Stock of
Physicians Resource Group, Inc.(l)
5.1. Opinion of Jackson & Walker, L.L.P.(2)
23.1 Consent of Arthur Andersen LLP(2)
23.2 Consent of Coopers & Lybrand LLP(2)
24.1 Power of Attorney(3)
</TABLE>
- ---------------------
1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (No. 33-91440) and incorporated herein by reference.
2) Filed herewith.
3) Included in the signature pages hereof.
<PAGE> 1
[JACKSON & WALKER LETTERHEAD]
August 19, 1996
Physicians Resource Group, Inc.
5430 LBJ Freeway, Suite 1540
Dallas, Texas 75240
Re: Registration Statement on Form S-3 of Physicians Resource
Group, Inc. (the "Registration Statement")
Ladies and Gentlemen:
We are acting as counsel for Physicians Resource Group, Inc., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of the offer and
sale of up to 155,380 shares of common stock, par value $.0l per share, of
the Company (the "Shares") by certain "Selling Stockholders" (as defined
in the Registration Statement). The Company's Registration Statement
covering the sale of the Shares will be filed under the Act with the
Securities and Exchange Commission (the "Commission") on August 19, 1996.
In reaching the conclusions expressed in this opinion, we have
examined and relied on such documents, corporate records and other
instruments, including certificates of public officials and certificates
of officers of the Company, and made such further investigation and
inquiry as we have deemed necessary to the opinions expressed herein. We
have assumed that all signatures on all documents submitted to us are
genuine, that all documents submitted to us as originals are accurate and
complete, and that all documents submitted to us as copies are true,
correct and complete copies of the originals thereof.
Based solely upon the foregoing and subject to the comments and
exceptions herein stated, we are of the opinion that the Shares have been
validly and legally issued, and are fully paid and nonassessable.
We express no opinion as to the laws of any jurisdiction other than
the State of Texas and, solely with respect to matters of corporate law,
the State of Delaware. You should be aware that we are not admitted to
practice law in the State of Delaware. Accordingly, any opinion herein as
to the laws of the State of Delaware is based solely upon the latest
generally available compilation of the statutes and case law of such
state.
<PAGE> 2
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the reference to our
firm therein under the caption "Legal Matters." In giving this consent,
we do not hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ JACKSON & WALKER L.L.P.
--------------------------------
<PAGE> 1
EXHIBIT 23.1
Consent of Arthur Andersen LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated July 12, 1996, on
our audit of the financial statements of Central Florida Eye Associates, P.A.;
dated July 12, 1996, on our audit of the financial statements of South Texas
Retina Consultants, P.A.; dated April 5, 1996, on our audit of the financial
statements of Physicians Resource Group, Inc.; dated March 3, 1995, on our
audit of the financial statements of Physicians Resource Group, Inc. - Founding
Affiliated Practices; dated March 8, 1996, on our audit of the financial
statements of Barnet Dulaney Eye Center, P.L.L.C.; dated November 21, 1995, on
our audit of the financial statements of Physicians Resource Group, Inc. -
Selected Acquisition Practices; dated April 12, 1996, on our audit of the
financial statements of Physicians Resource Group, Inc. - Certain Acquisition
Practices; dated July 12, 1996, on our audit of the financial statements of The
Edward Yavitz Eye Center, Ltd.; dated April 12, 1996, on our audit of the
financial statements of Key Whitman/Milauskas; and dated August 9, 1996 on our
audit of the financial statements of Physicians Resource Group, Inc. - Sundry
Acquisition Practices, and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas,
August 19, 1996
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 (File No. __________) of our reports dated October 31, 1995, on our
audit of the financial statements of EyeCorp, Inc. - Baker Acquisition
Practice; dated January 12, 1996, on our audit of the financial statements of
the EyeCorp, Inc. - Coleman Acquisition Practice; dated November 16, 1995, on
our audit of the combined financial statements of EyeCorp, Inc. - Eggleston
Acquisition Practice; dated October 23, 1995, on our audit of the combined
financial statements of the EyeCorp Inc. - Gordon Acquisition Practice; dated
October 20, 1995, on our audits of the combined financial statements of the
EyeCorp, Inc. - Post Acquisition Practice; dated November 3, 1995, on our audit
of the financial statements of the EyeCorp, Inc. - Southern Eye Center
Acquisition Practice; dated October 24, 1995, on our audit of the financial
statements of the EyeCorp, Inc. - Selected Acquisition Practices. We also
consent to the reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Memphis, Tennessee
August 19, 1996
