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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| June 30, 1994 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 |
[X] Form 10-Q [_] Form N-SAR --------------------
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For Period Ended: September 30, 1998 | SEC FILE NUMBER |
------------------------------------ | 1-13778 |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 71941S-10-1 |
[_] Transition Report on Form N-SAR --------------------
For the Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant
PHYSICIANS RESOURCE GROUP, INC.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
THREE LINCOLN CENTRE, SUITE 1540, 5430 LBJ FREEWAY
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City, State and Zip Code
DALLAS, TX 75240
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PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
|
[_] | (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion thereof,
| will be filed on or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report or transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
|
[_] | (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III--NARRATIVE
Physicians Resource Group, Inc. (the "Company") will not file its
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 with the
Securities and Exchange Commission on a timely basis. As indicated in the
Company's press release, the inability to file on a timely basis results from
(1) problems with the Company's internal controls and financial reporting
systems, (2) recent executive and employee terminations, including the
resignations of two Chief Financial Officers since October 2, 1998, as well as
lack of other staffing necessary to prepare financial statements on a timely
basis and (3) lack of adequate financial information from certain affiliated
practices which are in dispute with the Company with respect to their contracts
with the Company. The reasons causing the inability to file timely as described
herein could not be eliminated by the Company without unreasonable effort or
expense.
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Michael Yeary (972) 982-8200
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months (or for such shorter) period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s). [X] Yes [_] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof? [X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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PART IV - ATTACHMENT
The Company anticipates recording material pre-tax charges for the
quarter ended September 30, 1998 for, among other things, the impairment of
certain assets associated with practices that have initiated legal proceedings
against the Company and receivable balances from other affiliates. At this
time, the Company cannot predict the amount of any such charges because of (1)
problems with the Company's internal controls and financial reporting systems,
(2) recent executive and employee terminations, as well as unavailability of
other staffing previously available to the Company and (3) lack of adequate
financial information from certain affiliated practices which are in dispute
with the Company with respect to their contracts with the Company.
Physicians Resource Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 17, 1998 By /s/ David Meyer
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David Meyer, Chairman of the Board
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
- --------------------------------- ATTENTION ------------------------------------
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240,12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
