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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )*
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Physicians Resource Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
71941S101
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(CUSIP Number)
David Meyer, M.D.
825 Ridge Lake Boulevard
Memphis, Tennessee 38120
(901) 767-5392
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 26, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Schedule 13D filed by David Meyer, M.D. with the Securities and
Exchange Commission, as amended by Amendments No. 1, No. 2, No. 3 and No. 4, is
further amended as set forth below:
SEC 1746 (9-88) 1 of 2
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ITEM 4: PURPOSE OF TRANSACTION
The Company announced on October 26, 1998, that it was terminating the
letter of intent between the Company and Dr. Meyer dated July 25, 1998 (as more
fully described in Amendment No. 4 to this Schedule 13D).
The Company announced on October 30, 1998 that five new directors have
been elected to the Board. The new directors are Dr. Meyer, Chairman, Ralph G.
Berkeley, M.D., David D. Dulaney, M.D., Robert H. Osher, M.D. and John R.
Shepherd, M.D. Immediately following the election of the new Board members,
Richard A. Gilleland, Alan C. Baum, M.D., Ronald L.Stanfa and Lucius E. Burch,
III, resigned as directors. Mr. Gilleland, Dr. Baum, Mr. Stanfa and Mr. Burch
previously comprised the entire Board of Directors.
The newly constituted Board of Directors intends to elect Lucius E.
Burch, III, as a member of the new Board. Mr. Burch has agreed to serve upon his
election.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information in the first sentence of Item 4 of this Amendment No. 5
to the Schedule 13D is incorporated into this Item 6 by reference.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 2, 1998 /s/ David Meyer, M.D.
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David Meyer, M.D.
