<PAGE> 1
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OMB APPROVAL
OMB Number: 3235-0145
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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. 1 )*
Physicians Resource Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
71941S101
- --------------------------------------------------------------------------------
(CUSIP Number)
David Meyer, M.D.
825 Ridge Lake Boulevard
Memphis, Tennessee 38120
(901) 685-2200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 24, 1997
- --------------------------------------------------------------------------------
(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 [x]. (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).
SEC 1746 (9-88) 1 of 4
<PAGE> 2
SCHEDULE 13D
<TABLE>
<S> <C> <C> <C<C>
- ----------------------------------------------------- ----------------------------------------------
CUSIP NO. 71941S101 PAGE 2 OF 4 PAGES
------------------------------------ ------ --------------
- ----------------------------------------------------- ----------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Meyer, M.D.
- ----------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00; BK
- ----------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,727,249
SHARES ---------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 770,000
PERSON ---------------------------------------------------------------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
1,727,249
---------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
770,000
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,497,249
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
The Schedule 13D filed by David Meyer, M.D. with the Securities and
Exchange Commission on March 28, 1996, is amended as set forth below:
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Dr. Meyer acquired 1,727,249 shares of the common stock of Physicians
Resource Group, inc. ("PRG") in a merger pursuant to which Eyecorp. Inc. merged
with PRG.
SCTC Partnership, a Tennessee general partnership formed on December
22, 1997, of which Dr. Meyer is a general partner and the Managing General
Partner ("SCTC"), has acquired an aggregate of 770,000 shares of the common
stock of PRG for an aggregate price of $3,311,319, which was provided by funds
borrowed through a loan arrangement with First Tennessee Bank National
Association. The loan arrangement is currently evidenced by a Promissory Note
(the "Note") executed by SCTC and payable to the order of Tennessee Bank
National Association in the original principal amount of $3,000,000. Under the
terms of the Loan Agreement, funds borrowed accrue interest at a rate equal to
the lesser of the maximum effective variable rate of interest that the bank may
charge or 5% above the bank's base rate, which was, on the date of the Note,
8-1/2%. A copy of the Note is attached as Exhibit 7.b and is incorporated
herein by reference.
ITEM 4: PURPOSE OF TRANSACTION
Dr. Meyer currently holds the 1,727,249 shares of common stock of PRG
held by him directly for investment purposes. SCTC Partnership holds the
770,000 shares of common stock acquired by it for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Dr. Meyer is the direct owner of 1,727,249 shares of common stock of
PRG, as to which he has sole voting and dispositive power. In addition, Dr.
Meyer may be deemed to be the beneficial owner of 770,000 shares of common
stock of PRG because he is a general partner and the Managing General Partner
of SCTC, and may be deemed to have shared voting and dispositive power,
together with the other general partners of SCTC, over those shares. The other
general partners of SCTC are Thomas Browning, M.D. and Stephen H. Rudolph. Dr.
Meyer also holds options to purchase up to 5,000 shares of common stock of PRG
at a purchase price of $31.50 per share, all of which options are currently
exercisable, and options to purchase an additional 5,000 shares of common stock
of PRG at a purchase price of $12.125 per share, half of which options become
exercisable on May 21, 1998, with the other half becoming exercisable in May
1999. Mr. Rudolph holds options to purchase up to 45,180 shares of common
stock of PRG at a purchase price of $5.71 per share, all of which are currently
exercisable.
<PAGE> 4
SCTC has acquired shares of the PRG common stock on the dates, in the
amounts and for the prices described below. Each such transaction was effected
pursuant to brokers' transactions.
<TABLE>
<CAPTION>
Date Number of Shares Price per Share
<S> <C> <C>
12/24/97 39,400 $4.094101
12/26/97 17,200 $4.253232
12/29/97 68,500 $4.442058
12/30/97 162,100 $4.497524
12/31/97 142,100 $4.490628
01/02/98 3,000 $4.498833
01/05/98 14,000 $4.560285
01/06/98 15,400 $4.560259
01/07/98 15,000 $4.392266
01/08/98 60,000 $4.229366
01/09/98 35,500 $4.059112
01/12/98 14,900 $4.183268
01/13/98 13,900 $4.161287
01/14/98 41,200 $4.099097
01/15/98 30,200 $4.098132
01/16/98 23,700 $4.093068
01/20/98 43,900 $3.957091
01/21/98 30,000 $3.685133
</TABLE>
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On December 22, 1997, Dr. Meyer entered into a partnership agreement
with Dr. Browning and Mr. Rudolph to form SCTC (the "Partnership Agreement").
A copy of the Partnership Agreement is attached as an exhibit to this Schedule
13D, as amended, and the provisions of the Partnership Agreement are
incorporated herein by reference. The Partnership Agreement provides that the
purpose of SCTC is, among other things, to purchase, sell and own equity
investments in publicly trading entities, including PRG.
<PAGE> 5
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
a. Partnership Agreement of SCTC Partnership dated December 22,
1997, between David Meyer, M.D., Thomas Browning, M.D. and Stephen H. Rudolph.
b. Promissory Note in the original principal amount of $3,000,000
executed by SCTC Partnership and payable to the order of First Tennessee Bank
National Association.
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.
May 15, 1998 /S/ D. Meyer
---------------------------------------
David Meyer, M.D.
<PAGE> 6
Original Schedule 13D filed
via paper on March 20, 1996
Attached pursuant to Rule 13D.
<PAGE> 7
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PROCESSED BY
8-8-M
MAR 28 1996
DISCLOSURE INC.
LCN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RECD S.E.C.
SCHEDULE 13D MAR 28 1996
FEE 088
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Physicians Resource Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
71941S101
- --------------------------------------------------------------------------------
(CUSIP Number)
David Meyer, M.D., 825 Ridge Lake Boulevard, Memphis, TN 38120; 901/685-2200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 18, 1996
- --------------------------------------------------------------------------------
(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 /X/. (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).
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 71941S101 PAGE OF PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON David Meyer, M.D.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Social Security ####-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,664,372 shares
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 62,877 shares
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,664,372 shares
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
62,877 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,249
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
Title and Class of Securities: Common Stock, $.01 par value
Physicians Office Resource Group, Inc.
Three Lincoln Center
5430 LBJ Freeway, Suite 1540
Dallas, TX 75240
ITEM 2. IDENTITY AND BACKGROUND
(a) David Meyer, M.D.
(b) 825 Ridge Lake Boulevard
Memphis, TN 38120
(c) Physician
Vitreoretinal Foundation
825 Ridge Lake Boulevard
Memphis, TN 38120
(d) No
(e) No
(f) United States Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
David Meyer owned existing stock in a corporation acquired by issuer of
securities.
ITEM 4. PURPOSES OF TRANSACTION
Dr. Meyer acquired his ownership in the issuer of securities when a corporation
he founded, EyeCorp, Inc. merged with Physicians Resource Group. EyeCorp, Inc.
is currently a wholly-owned subsidiary of Physicians Resource Group. Pursuant
to an Agreement and Plan of Merger to which EyeCorp, Inc. and the issuer are
parties, Dr. Meyer was appointed to fill a spot on PRG's Board of Directors, as
well as permitted to appoint three additional board members.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
David Meyer owns, in the aggregate, 1,727,249 shares of Physicians Resource
Group, Inc., which is 9.8% of the common stock of the company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
<PAGE> 10
INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons - Furnish the full
legal name of each person for whom the report is filed - i.e., each person
required to sign the schedule itself - including each member of a group.
Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons are also
requested to furnish their Social Security or I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "Special Instructions for Complying with Schedule 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless a joint
filing pursuant to Rule 13d-1(f)(1) in which case it may not be necessary
to check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used in
making purchases as required to be disclosed pursuant to Item 3 of
Schedule 13D and insert the appropriate symbol (or symbols if more than
one is necessary in row (4):
<TABLE>
<CAPTION>
CATEGORY OF SOURCE SYMBOL
<S> <C>
Subject Company (Company whose securities are being acquired)................ SC
Bank......................................................................... BK
Affiliate (of reporting person).............................................. AF
Working Capital (of reporting person)........................................ WC
Personal Funds (of reporting person)......................................... PF
Other........................................................................ OO
</TABLE>
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D)
(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person,
etc. - Rows (7) through (11) inclusive, and (13) are to be completed in
accordance with the provisions of Item 5 of Schedule 13D. All percentages
are to be rounded off to nearest tenth (one place after decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the report
but as to which beneficial ownership is disclaimed pursuant to Rule
13d-4[17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person - Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker-Dealer................................................................ BD
Bank......................................................................... BK
Insurance Company............................................................ IC
Investment Company........................................................... IV
Investment Adviser........................................................... IA
Employee Benefit Plan, Pension Fund, or Endowment Fund....................... EP
Parent Holding Company....................................................... HC
Corporation.................................................................. CO
Partnership.................................................................. PN
Individual................................................................... IN
Other........................................................................ OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
3
<PAGE> 11
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for Social Security or I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of determining
and disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the federal securities laws or other
civil, criminal or regulatory statements or provisions. Social Security or
I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers may result in civil or
criminal action against the persons involved for violation of the federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as
to indicate clearly the coverage of the items without referring to the text
of the items. Answer every item. If an item is inapplicable or the answer is
in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated by
reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete, unclear
or confusing. Matter incorporated by reference shall be clearly identified in
the reference by page, paragraph, caption or otherwise. An express statement
that the specified matter is incorporated by reference shall be made at the
particular place in the statement where the information is required. A copy
of any information or a copy of the pertinent pages of a document containing
such information which is incorporated by reference shall be submitted with
this statement as an exhibit and shall be deemed to be filed with the
Commission for all purposes of the Act.
C. If the statement is filed by a general or limited partnership, syndicate, or
other group, the information called for by Items 2-6, inclusive, shall be
given with respect to (i) each partner of such general partnership; (ii) each
partner who is denominated as a general partner or who functions as a general
partner of such limited partnership; (iii) each member of such syndicate or
group; and (iv) each person controlling such partner or member. If the
statement is filed by a corporation or if a person referred to in (i), (ii),
(iii) or (iv) of this instruction is a corporation, the information called
for by the above mentioned items shall be given with respect to (a) each
executive officer and director of such corporation; (b) each person
controlling such corporation; and (c) each executive officer and director of
any corporation or other person ultimately in control of such corporation.
ITEM 1. SECURITY AND ISSUER
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
4
<PAGE> 12
ITEM 2. IDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place
of its organization, its principal business, the address of its principle
business, the address of its principal office and the information required by
(d) and (e) of this Item. If the person filing this statement or any person
enumerated in Instruction C is a natural person, provide the information
specified in (a) through (f) of this Item with respect to such person(s).
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case;
(e) Whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws;
and, if so, identify and describe such proceedings and summarize the
terms of such judgement, decree or final order; and
(f) Citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by the funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary
course of business by a bank, as defined in Section 3(a)(6) of the Act, the
name of the bank shall not be made available to the public if the person at the
time of filing the statement so requests in writing and files such request,
naming such bank, with the Secretary of the Commission. If the securities were
acquired other than by purchase, describe the method of acquisition.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number of term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
5 of 7
5
<PAGE> 13
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the number of
shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote
or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing on
Schedule 13D (Section 240.13d-191), whichever is less, by the persons
named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: (1) the identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per
share or unit; and (5) where and how the transaction was effected.
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
Instruction. for computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1) and the note
thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in item 2 and between such persons and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, naming the persons
with whom such contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the securities that are
pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities
except that disclosure of standard default and similar provisions contained in
loan agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (Section 240.13d-1(f)) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating to (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the
acquisition of issuer control, liquidation, sale of assets, merger, or change
in business or corporate structure or any other matter as disclosed in Item 4;
and (3) the transfer or voting of the securities, finder's fees, joint
ventures, options, puts, calls, guarantees of loans, guarantees against loss or
of profit, or the giving or withholding of any proxy as disclosed in Item 6.
SIGNATURE
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.
3-27-96 /s/ DAVID MEYER
- -------------------------------- --------------------------------
Date Signature
David Meyer, M.D.
--------------------------------
Name/Title
6 of 7
6
<PAGE> 14
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statements, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
7 of 7
7
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
7.a. Partnership Agreement of SCTC Partnership
7.b. Promissory Note
</TABLE>
<PAGE> 1
EXHIBIT 7.a.
PARTNERSHIP AGREEMENT
OF
SCTC PARTNERSHIP
THIS AGREEMENT OF GENERAL PARTNERSHIP entered into as of the 22nd day of
December, 1997, between David Meyer as Managing General Partner, and the
parties named as other General Partners on Schedule A to this Agreement. The
Managing General Partner and any other General Partners(s) are sometimes
collectively referred to as the "Partners."
Said Partnership shall be from and after the date hereof upon the following
terms and conditions:
ARTICLE I
FORMATION
The Partners have agreed to form, and have formed a General Partnership
(the "Partnership") pursuant to the Uniform Partnership Act as set forth in the
laws of the State of Tennessee, Tennessee Code Annotated, 61-1-101 et seq.
ARTICLE II
NAME AND OFFICE
The name of the Partnership shall be SCTC Partnership. The office of the
Partnership shall be at 825 Ridge Lake Blvd., Suite 200, Memphis, Tennessee
38119. The Managing General Partner, in their sole discretion, may from time
to time change the name and/or the place or places of business of the
Partnership.
ARTICLE III
PURPOSES
The purposes of the Partnership are:
(a) To purchase, sell, and own and to finance the acquisition and
ownership of, equity investments in publicly traded entities including
Physician Resource Group, Inc. or related investment ("PRG").
(b) To incur or guaranty indebtedness, with or without security, in
connection with the purchase of such equity investments, or for other
purposes of the Partnership.
<PAGE> 2
(c) To lend any of the monies or other assets of the Partnership
with or without security.
(d) To grant options, for considerations, to promote any of the
purposes of the Partnership.
(e) To invest and reinvest the assets of the Partnership in, and to
purchase or otherwise acquire, hold, sell, transfer, exchange or otherwise
dispose of, or realize upon, securities of all types and descriptions and
any other interests in business ventures.
(f) Any other purposes as are necessary to protect or enhance the
assets of the Partnership.
ARTICLE IV
TERM
The Partnership shall commence on the date hereof, and shall terminate on
December 31, 2036, provided however, that the Partnership shall be terminated
prior to such date:
(a) Upon the occurrence of either (i) the bankruptcy, or liquidation
of a General Partner which is not a natural person; or (ii) the bankruptcy,
incompetency, incapacity or death of a General Partner who is a natural
person, unless the surviving General Partners, if any, shall elect to
continue the business of the Partnership as provided for in Article XI
hereunder.
(b) By decision of a majority in interest of the Partners.
ARTICLE V
DISTRIBUTIONS TO PARTNERS AND ALLOCATION
OF PROFITS AND LOSSES AMONG PARTNERS
(a) Distributions of cash will be made from time to time, at the
discretion of the Managing General Partner, but not less frequently than
once a year. Such cash distributions will not be less than one hundred
percent (100%) of the adjusted cash flow of the fiscal year for which the
distribution is made. For this purpose, "adjusted cash flow" is defined as
the sum of (i) all cash generated by the operation of the Partnership and
(ii) any cash proceeds realized on the refinancing or disposition of
Partnership property, less the sum of (i) any cash charges and expenses
incurred in the operation of the Partnership, including mortgage payments,
and (ii) such amounts which the Managing General Partner, in his sole
discretion,
-2-
<PAGE> 3
reasonably determines to be necessary for the prudent conduct of the
business of the Partnership.
(b) Distributions of cash shall be made to the Partners in
accordance with the percentage interests of the Partners set forth in
Schedule A to this Agreement.
(c) For each fiscal year of the Partnership, each item of
income, gain, loss, deduction or tax credit shall be allocated amongst
the Partners in accordance with the percentages set forth in Schedule A
to this Agreement.
(d) In the case of any sale, assignment, transfer or other
disposition of all or any part of a Partner's interest in the
Partnership during a taxable year of the Partnership made in accordance
with this Agreement, all profits and losses of the Partnership for such
taxable year shall be allocated between the transferor and the
transferee of such Partnership interest under any reasonable method
allowed under 706 of the Code as determined by the Managing General
Partner.
ARTICLE VI
CAPITAL CONTRIBUTIONS
(a) The initial capital contribution of the Partnership shall be One
Hundred and No/100 Dollars ($100.00) which the Partners shall contribute in cash
to the Partnership in accordance with the amounts and percentages set forth in
Schedule A to this Agreement.
(b) As funds are needed for payment of reduction of principal and
interest on debt of the Partnership, and other Partnership expenditures, each
Partner shall, upon notice by the Managing General Partner, make an additional
cash contribution for his proportionate share of such expenses. In the event
that any Partner fails to make such contribution within thirty (30) days after
demand by the Managing General Partner, then the interest of any such
defaulting Partner shall be reduced proportionately based on the total capital
of the Partnership after such additional contributions by the non-defaulting
Partners, and the interest of the non-defaulting Partners shall be similarly
increased. Schedule A to this Agreement and distributions under Articles V and
XVI shall reflect adjustments as determined under this paragraph (b).
(c) No Partner shall be entitled to interest on any capital
contributions.
(d) The Partnership shall maintain a capital account in
accordance with the tax accounting principles of Section 704(b) of the Code on
behalf of the Partners. There have been and shall be credited thereto the
amounts of each Partner's capital contributions as made and received and each
Partner's share of Partnership profits allocated to him pursuant to Article V
hereof. Each
-3-
<PAGE> 4
Partner's capital account shall be debited with that Partner's share of
Partnership losses allocated to him and any distributions made to him pursuant
to Article V hereof.
ARTICLE VII
NO LIMITED PARTNERS
All members of this Partnership shall be General Partners.
ARTICLE VIII
ADMISSION OF ADDITIONAL GENERAL PARTNERS
Additional General Partners may be admitted to the Partnership at any time
upon approval of the Managing General Partner. The terms and conditions of the
admission of such additional General Partners shall be determined by the
Managing General Partner. Additional General Partner shall be liable for all of
the debts and obligations of the Partnership as if they were original parties to
this Agreement.
ARTICLE IX
THE MANAGING GENERAL PARTNERS
(a) Decisions affecting the management and conduct of the Partnership
business shall be made by the Managing General Partner, chosen from time to
time, and serving at the pleasure of the Partners acting by a majority in
interest. The initial Managing General Partner shall be David Meyer. The
Managing General Partner shall have the exclusive right and power to manage and
operate the Partnership and do all things necessary to carry on the business of
the Partnership for all the purposes described in Article III. The Managing
General Partner shall devote so much of his time to the business of the
Partnership as in his judgement the conduct of its business shall reasonably
require. The Managing General Partner may engage in business ventures of any
nature and description, independently or with another, including but not
limited to business of the character described in Article III hereof, and
neither the Partnership nor any of the other Partners shall have any rights in
and to such independent ventures or income or profits derived therefrom. No
other Partner shall have authority to bind the Partnership or its Partners.
(b) The Managing General Partner is specifically authorized and
empowered, on behalf of the Partnership, without any further consent of the
other Partners, to do any act or to execute any documents or to enter into any
contract or agreement of any nature necessary or desirable, which in the
opinion of the Managing General Partner, is in pursuance of the purposes of the
Partnership.
-4-
<PAGE> 5
(c) The Managing General Partner is specifically authorized and
empowered, on behalf of the Partnership, to execute a promissory note in favor
of First Tennessee Bank National Association, Memphis, Tennessee, in the
approximate principal amount of $3,000,000 for the purpose of acquiring and
holding stock in PRG.
(d) All expenses of the Partnership, including without limitation,
expenses of operation and administration, shall be paid by the Partnership.
(e) The Managing General Partner shall cause the Partnership to carry
adequate casualty and liability insurance.
(f) The Managing General Partner is authorized to contract with,
including without limitation, accountants, agents, appraisers, architects,
attorneys, brokers, consultants, contractors, engineers, insurance brokers,
maintenance personnel, managers, mortgage brokers, real estate brokers,
trustees and other individuals for services needed by the Partnership; whether
or not any such persons are General Partners, or affiliates of these, or
employees, officers, directors or stockholders of any corporate General
Partner, or are creditors of the Partnership or any General Partner, or are
employees, officers, directors or stockholders of any corporate General
Partner, or affiliates of any of the above, provided that the price paid for
such service is fair and reasonable.
(g) The Managing General Partner is authorized, on behalf of the
Partnership, to conduct business transactions of every nature and description
under such terms and conditions as the Managing General Partner in his sole
discretion determine to be fair and reasonable, including but not limited to
the sale of or lease of Partnership property to, or the purchase of or lease of
Partnership property by, an individual or legal entity without regard to the
fact that he, she or it is a General Partner or employee, officer, director or
stockholder of any corporate General Partner or because he, she or it is a
creditor of the Partnership or General Partner, or is an employee, officer,
director or stockholder of any corporate General Partner, or affiliates of any
of the above.
(h) In the event of an audit of the Partnership by the Internal Revenue
Service, Stephen H. Rudolph agrees to serve as "Tax Matters Partner" if one may
be designated under the Code. As such Tax Matters Partner, Stephen H. Rudolph
shall be responsible for representing the Partners in all proceedings with the
Internal Revenue Service. The Tax Matters Partner shall advise all Partners of
the beginning of an administrative proceeding at the Partnership level with
respect to any Partnership item. In addition, the Tax Matters Partner shall
advise each Partner of the final Partnership administrative adjustment proposed
by the Internal Revenue Service. The Tax Matters Partner may enter into any
settlement or agree to any proposed adjustment without the prior written
consent of the other Partners. Any settlement agreement reached by the Tax
Matters Partner shall be binding on all Partners unless a Partner notifies the
Internal Revenue Service and the Tax Matters Partner of its separate
representation and revocation of authority granted to the Tax Matters Partner
pursuant to this paragraph (g). A Partner who finally determines with the
Internal Revenue Service any matter pertaining to the Partnership shall
immediately so notify the Tax Matters Partner. All
-5-
<PAGE> 6
costs and expenses incurred by the Tax Matters Partner in connection with any
such negotiations and settlement, other than any applicable tax, interest and
penalties which may be owing, including, without limitation, legal, accounting
and other costs, shall be at the expense of the Partnership.
(i) In addition to the specific rights and powers herein granted to the
Managing General Partner, he shall exclusively possess and may enjoy and
exercise all the rights and power of a General Partner as provided in the
Partnership Law of the State of Tennessee.
(j) The Managing General Partner shall not be liable to the Partnership
or the other Partners for any act or omission performed or omitted by him in
good faith pursuant to the authority granted to them by this Agreement.
(k) The Partnership shall indemnify and save harmless the Managing
General Partner from any loss or damage incurred by him by reason of any act
reasonably believed by him to be lawful, and performed by it on behalf of the
Partnership or in furtherance of the Partnership's interest.
ARTICLE X
SUBSTITUTION AND ASSIGNABILITY OF
PARTNER INTERESTS
A Partner may not transfer, convey, assign or otherwise dispose of any or
all of his interest in the Partnership nor substitute an assignee in his place
without the prior written consent of the Managing General Partner.
ARTICLE XI
REMOVAL AND REPLACEMENT OF MANAGING GENERAL PARTNER
The Managing General Partner may be removed at any time by a majority in
interest of the Partners which majority may designate a successor Managing
General Partner. Upon removal of a Managing General Partner, such former
Managing General Partner shall remain a General Partner with the same
percentage ownership as held prior to removal.
ARTICLE XII
BANKRUPTCY, WITHDRAWAL OR DEATH OF
THE GENERAL PARTNERS
Upon the occurrence of either (i) the bankruptcy or liquidation of a
Partner which is not a natural person; or (ii) the bankruptcy, incompetency,
incapacity or death of a Partner who is a natural
-6-
<PAGE> 7
person, the Partnership shall be dissolved and terminated; provided, however,
that the remaining Partners, by unanimous agreement, shall have the right to
continue the business of the Partnership. In the event that the Partner which
shall become unable to function is the Managing General Partner, the remaining
Partner(s), if any, may designate by a majority in interest a successor Managing
General Partner with all the rights, duties and authorities pertaining thereto.
ARTICLE XIII
ACCOUNTING
(a) The fiscal year of the Partnership shall be the calendar year.
(b) The Managing General Partner shall keep or cause to be kept full and
accurate records of all transactions of the Partnership; and these records
shall be open to the other Partners for examination.
(c) The Managing General Partner shall prepare, or cause to be prepared,
a federal income tax return for the Partnership, and in connection therewith,
make any available or necessary elections, including elections with respect to
the useful life of properties of the Partnership and the rates of depreciation
of such properties.
ARTICLE XIV
REPORTS
As soon as reasonably practicable after the end of each fiscal year of the
Partnership, the Managing General Partner shall deliver to each Partner:
(a) Such information as shall be necessary for the preparation of his
federal and state income or other tax returns in reference to the Partnership.
(b) Information setting forth the holdings of the Partnership.
(c) (i) A year-end income statement; (ii) a year-end balance sheet; and
(iii) the amount of cash which has been distributed during the fiscal year.
ARTICLE XV
BANK ACCOUNTS
All funds of the Partnership shall be deposited in the Partnership's name
in such bank account or accounts as shall be designated by the Managing General
Partner.
-7-
<PAGE> 8
ARTICLE XVI
TERMINATION AND DISSOLUTION
The Dissolution of the Partnership shall occur only upon the termination
of the Partnership as provided in Article IV. Upon the dissolution of the
Partnership, the Managing General Partner shall proceed to the liquidation of
the Partnership and the proceeds of such liquidation shall be applied and
distributed in the following order of priority:
(a) To the payment of debts and liabilities of the Partnership and
expenses of liquidation.
(b) To the setting up of any reserves which the Managing General Partner
may deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Partnership or of the General Partners arising out of or in
connection with the Partnership.
(c) To return to the Partners an amount equal to one hundred percent
(100%) of the capital contributions made by the Partners.
(d) Any balance then remaining shall be distributed amongst the General
Partners in accordance with the percentages set forth in Schedule A to this
Agreement.
ARTICLE XVII
AMENDMENTS
This Agreement may be amended at any time or from time to time only by
written consent of a majority in interest of the Partners.
ARTICLE XVIII
NO ORAL MODIFICATION
There shall be no oral modification of this Agreement of Partnership.
ARTICLE XIX
COPY ON FILE
Each Partner hereby agrees that one original of this Agreement, or set of
original counterparts, shall be held at the office of the Partnership.
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<PAGE> 9
ARTICLE XX
NOTICES AND ADDRESSES
All notices shall be directed by certified mail, return receipt requested,
as follows: (i) if to the Partnership, at its principal office and at the office
of each General Partner; (ii) if to a General Partner or a Managing General
Partner, to such Partner at the address set forth on Schedule A to this
Agreement, or to any changed address of which the Partnership is notified in
writing.
ARTICLE XXI
APPLICABLE LAW
This Agreement and the rights of the parties hereunder shall be
interpreted in accordance with the laws of the State of Tennessee.
ARTICLE XXII
AGREEMENT IN COUNTERPARTS
This Agreement may be executed in one or more counterparts and each of
such counterparts shall, for all purposes, be deemed to be an original, but all
of such counterparts shall constitute one and the same instrument.
ARTICLE XXIII
VARIATIONS IN WORDS
All words contained herein in the male gender shall be deemed to include
words in the female gender; all words in the female gender shall be deemed to
include words in the male gender; the plural shall include the singular; the
singular shall include the plural; all words in the neuter shall be deemed to
include words in the male and/or female genders; wherever the context shall so
require.
ARTICLE XXIV
VALIDITY
In the event that any provision of this Agreement shall be held to be
invalid, the same shall not affect in any respect whatsoever the validity of
the remainder of this Agreement.
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<PAGE> 10
ARTICLE XXV
FINAL EXPRESSION AND COMPLETE INTEGRATION
This Agreement is the final expression and complete integration of all the
agreements among the parties.
ARTICLE XXVI
BINDING EFFECT
Except as herein otherwise provided to the contrary, this Agreement shall
be binding upon and inure to the benefit of the Partners hereto, their personal
representatives, successors and assignees.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
day and year first above written.
GENERAL PARTNERS:
/s/ DAVID MEYER, M.D.
---------------------------------
DAVID MEYER, M.D.
Managing General Partner
/s/ THOMAS BROWNING, M.D.
---------------------------------
THOMAS BROWNING, M.D.
/s/ STEPHEN H. RUDOLPH
---------------------------------
STEPHEN H. RUDOLPH
-10-
<PAGE> 11
SCHEDULE A
TO
PARTNERSHIP AGREEMENT
OF
SCTC PARTNERSHIP
<TABLE>
<CAPTION>
Percentage
Interest of
Name and Address Capital Contribution Partnership
---------------- -------------------- -----------
<S> <C> <C>
GENERAL PARTNERS:
David Meyer, M.D.
(Managing General Partner) $ 65.00 65%
Thomas Browning, M.D. $ 25.00 25%
Stephen H. Rudolph $ 10.00 10%
-------
TOTAL $100.00
</TABLE>
A-1
<PAGE> 1
EXHIBIT 7.b.
PROMISSORY NOTE
$3,000,000.00 Memphis, Tennessee
March 25, 1998
On December 31, 1998 (the "Maturity Date"), the undersigned, SCTC
PARTNERSHIP, a Tennessee general partnership (the "Maker"), promises to pay to
the order of FIRST TENNESSEE BANK NATIONAL ASSOCIATION, a national banking
association having its principal place of business in Memphis, Tennessee (the
"Bank"), the principal sum of THREE MILLION DOLLARS ($3,000,000.00), value
received, together with interest from date until paid, upon disbursed and
unpaid principal balances, at the rate hereinafter specified, said interest
being payable quarterly on the last day of each March, June and September
hereafter, commencing on the 31st day of March, 1998, with the final
installment of interest being due and payable concurrently on the same date
that the principal balance is due hereunder.
Subject to the limitations hereinafter set forth, the disbursed and unpaid
principal balances of the indebtedness hereby evidenced shall bear interest at a
rate per annum which shall, from day to day, be equal to the lesser of (a) the
maximum effective variable rate of interest ("Maximum Rate") which Bank may,
from time to time, lawfully charge, or (b) a rate equal to (i) one-half percent
(0.5%) per annum plus (ii) the base commercial rate of interest ("Base Rate")
established from time to time by the Bank, each change in the rate to be charged
hereon to become effective, without notice to the undersigned, on the effective
date of each change in the Maximum Rate or the Base Rate as the case may be. The
Bank's Base Rate is, as of the date hereof, eight and one-half percent (8.5%)
per annum.
In the event that the foregoing provisions should be construed by a court
of competent jurisdiction not to constitute a valid, enforceable designation of
a rate of interest or method of determining same, the indebtedness hereby
evidenced shall bear interest at the maximum effective contract rate which may
be charged by the Bank under applicable statutes and laws from time to time in
effect.
This Note is secured by (a) an Assignment and Security Agreement of even
date herewith, executed by David Meyer; and (b) an Assignment and Security
Agreement of even date herewith, executed by Thomas A. Browning (collectively,
the "Security Agreements"), all as is more particularly described in said
Security Agreements, and may now or hereafter be secured by other mortgages,
trust deeds, assignments, security agreements, or other instruments of pledge
or hypothecation.
This Note is payable at the offices of Bank, 165 Madison Avenue, Memphis,
Tennessee 38103, Attention: Metropolitan Division, or at such other place as
the holder may designate in writing, in lawful money of the United States of
America, which shall be legal tender in payment of all debts and dues, public
and private, at the time of payment.
<PAGE> 2
Upon the Maturity Date, or, at the option of the Bank (a) if the
undersigned shall fail to make payment of any installment of interest, as above
provided and such failure shall continue unremedied for a period of five (5)
days; or (b) upon any default in the terms and provisions of either of the
Security Agreements, or any trust deed, mortgage, security agreement, or other
instrument of pledge or hypothecation which now or hereafter secures the payment
of the indebtedness evidenced hereby; or (c) upon the occurrence of any
Event of Default as that term is defined in the Security Agreements; or (d)
upon the death or dissolution of the Maker or any endorser or guarantor or (if
the Maker, or any endorser or guarantor is a partnership) the death or
dissolution of any general partner thereof; or (e) upon default in the payment
when due of any other indebtednesses, liabilities, or obligations of the Maker
or Guarantor to the Bank, whether now existing or hereafter created or arising,
the entire unpaid balance of the indebtedness hereby evidenced, together with
all interest then accrued, shall at once become due and payable for all
purposes.
If this Note is placed in the hands of an attorney for collection, by suit
or otherwise, or to protect the security for its payment, or to enforce its
collection, the undersigned will pay all costs of collection and litigation,
together with a reasonable attorney's fee.
The Maker and any endorsers or guarantors hereof waive protest, demand,
presentment and notice of dishonor, and agree that this Note may be extended,
in whole or in part, without limit as to the number of such extensions, or the
period or periods thereof, and without notice to them and without affecting
their liability thereon.
It is the intention of the Bank and the Maker to comply strictly with all
applicable usury laws; and, accordingly, in no event and upon no contingency
shall the holder hereof ever be entitled to receive, collect, or apply as
interest any interest, fees, charges, or other payments equivalent to interest,
in excess of the maximum rate which the Bank may lawfully charge under
applicable statutes and laws from time to time in effect; and, in the event
that the holder hereof ever receives, collects, or applies as interest, any such
excess, such amount which, but for this provision, would be excessive interest,
shall be applied to the reduction of the principal amount of the indebtedness
evidenced hereby; and, if the principal amount of the indebtedness evidenced
hereby, and all lawful interest thereon, is paid in full, any remaining excess
shall forthwith be paid to the Maker, or other party lawfully entitled thereto.
All interest paid or agreed to be paid by the Maker shall, to the maximum
extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full period until payment in full of the principal, so
that the interest hereon for such full period shall not exceed the maximum
amount permitted by applicable law. Any provision hereof, or of any other
agreement between the Bank and the Maker, that operates to bind, obligate, or
compel the Maker to pay interest in excess of such maximum lawful contract rate
shall be construed to require the payment of the maximum rate only. The
provisions of this paragraph shall be given precedence over any other provision
contained herein or in any other agreement between the Bank and the Maker that
is in conflict with the provisions of this paragraph.
-2-
<PAGE> 3
This Note shall be governed and construed according to the statutes and
laws of the State of Tennessee from time to time in effect, except to the
extent that Section 85 of Title 12 of the United States Code (or other
applicable federal statute) may permit the charging of a higher rate of
interest than applicable state law, in which event such applicable federal
statute, as amended and supplemented from time to time, shall govern and
control the maximum rate of interest permitted to be charged hereunder; it
being intended that, as to the maximum rate of interest which may be charged,
received, and collected hereunder, those applicable statutes and laws, whether
state or federal, from time to time in effect, which permit the charging of a
higher rate of interest, shall govern and control; provided, always, however,
that in no event and under no circumstances shall the Maker be liable for the
payment of interest in excess of the maximum effective rate permitted by such
applicable law, from time to time in effect.
SCTC PARTNERSHIP
By: /s/ DAVID MEYER
---------------------------
David Meyer
Managing General Partner
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