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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 1996
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Physicians Resource Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13778 76-0456864
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Three Lincoln Centre, Suite 1540, 5430 LBJ Freeway, Dallas, TX 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 982-8200
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ITEM 5. OTHER EVENTS.
On December 6, 1996, Physicians Resource Group, Inc., a Delaware
corporation (the "Company"), gave the following notice by press release, which
notice is being filed herewith in accordance with Rule 135c of the Securities
Act of 1933, as amended:
PHYSICIANS RESOURCE GROUP, INC. ANNOUNCES
SALE OF $125 MILLION OF 6 PERCENT
CONVERTIBLE SUBORDINATED DEBENTURES
Dallas, Tx. - December 6, 1996 -- Physicians Resource Group, Inc.
(NYSE: PRG) today announced that it agreed to privately place $125
million aggregate principal amount of 6 percent convertible subordinated
debentures due 2001. The debentures will be unsecured obligations,
convertible into PRG common stock at a conversion price of $25.00 per
share at any time after 60 days following issuance and subordinated to
all present and future senior indebtedness of PRG. PRG has granted the
initial purchasers of the debentures a 30-day option to purchase an
additional $18,750,000 principal amount of the debentures to cover
over-allotments, if any. The placement of the debentures is expected to
close on December 11, 1996.
PRG intends to use the net proceeds of the offering to repay bank
indebtedness incurred in connection with acquisitions and for general
corporate purposes, including the funding of potential future
acquisitions.
The debentures and the underlying common stock have not been registered
under the Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws.
The debentures were offered within the United States only to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act)
and institutional "accredited investors" (as defined in Rule 501 under
the Securities Act) and outside the United States to certain persons in
reliance upon Regulation S under the Securities Act.
PRG 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.
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This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the debentures or the underlying common
stock.
Further, on December 11, 1996, the Company consummated the private
placement of $125 million aggregate principle amount of the debentures
described in such press release.
ITEM 7. EXHIBITS.
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<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 - Restated Certificate of Incorporation of Physicians
Resource Group, Inc.(1)
4.2 - Certificate of Designations, Preferences, Rights and
Limitations of Class A Preferred Stock of Physicians
Resource Group, Inc.(1)
4.3 - Third Amended and Restated Bylaws of Physicians Resource
Group, Inc.(2)
4.4 - Form of Warrant Certificate(1)
4.5 - Rights Agreement dated as of April 19, 1996 between
Physicians Resource Group, Inc. and Chemical Mellon
Shareholder Services(3)
4.6 - Form of certificate evidencing ownership of Common Stock
of Physicians Resource Group, Inc.(1)
</TABLE>
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(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) - Previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995,
and incorporated herein by reference.
(3) - Previously filed as an exhibit to the Company's
Registration Statement on Form S-1 (No. 333-3852) and
incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHYSICIANS RESOURCE GROUP, INC.
Date: December 13, 1996 By:/s/ Richard J. D'Amico
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Richard J. D'Amico
Senior Vice President and
General Counsel
