<PAGE>
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) October 12, 1998
---------------------------
Physicians Resource Group, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-13778 76-0456864
-------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Three Lincoln Centre, Suite 1540, 5430 LBJ Freeway, Dallas, TX 75240
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972)982-8200
-----------------
<PAGE>
Item 5. Other Events.
Since August 7, 1998, the date of Physicians Resource Group, Inc.'s (the
"Company's") most recent Quarterly Report on Form 10-Q ("Quarterly Report"), the
Company has received notification from eight affiliated practices alleging
breaches of Service Agreements and demanding a cure within the applicable cure
period. Notably, during the pendency of the Letter of Intent with Dr. Meyer
(the "LOI") more fully described in the most recent Quarterly Report, the
remaining practices comprising the Company's Houston market who had not
previously provided the Company with notices of default notified the Company of
alleged breaches of Service Agreements and in some cases have attempted to
unilaterally terminate Service Agreements. Among the practices in the Houston
market who have delivered the Company notices of alleged breaches is Texas Eye
Institute, Inc., which is affiliated with a doctor who is a director of the
Company. Of the practices in the Houston market, three have instituted legal
proceedings against the Company. The service fees collected from the Houston
market constitute approximately 12% of the Company's actual year to date
management fees.
Additionally, since August 7, 1998, seven affiliated practices (including
one practice in the Houston market) have attempted to unilaterally terminate
their Service Agreements due to alleged uncured defaults, bringing to 26 the
total of affiliated practices that have sent to the Company attempted notice of
termination of their respective Service Agreements. In addition, some of those
practices have initiated or continue to pursue legal proceedings against the
Company and certain of its subsidiaries. Although the Company intends to pursue
these matters and enforce its Service Agreement, these legal proceedings and
attempted terminations threaten the financial viability of the Company because
they adversely affect the Company's ability to collect management services fees
and result in significant legal expense. During the pendency of the LOI, the
Company's options with respect to responses to the legal proceedings and
threatened terminations have been limited.
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: October 12, 1998 By: /s/ PETER G. DORFLINGER
-------------------------------
Peter G. Dorflinger, President
