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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. 3)*
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)
June 8, 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).
SEC 1746 (9-88) 1 of 2
0706044.01
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The Schedule 13D filed by David Meyer, M.D. with the Securities and
Exchange Commission, as amended by Amendments No. 1 and
No. 2, is further amended as set forth below:
ITEM 4: PURPOSE OF TRANSACTION
Dr. Meyer is currently considering various actions that he may initiate
or participate in, including the following:
o Conversations with management or members of the Board of Directors
to discuss: (a) proposals to possibly change various policies and
operations of the Company to better focus management's attention on
the enhancement of stockholder value, (b) proposals to add to or
replace one or more members of current management or of the Board of
Directors of the Company, or (c) the advisability of considering
extraordinary transactions (such as a merger, reorganization or
similar transaction, some of which might involve the acquisition of
additional shares of the Company as part of a group of other
stockholders), that would be done with an intended result of
improvements in the Company's operations and stockholder value.
o Discussions with other stockholders regarding various policies and
operations of the Company and possible changes to those policies to
better focus management's attention on the enhancement of
stockholder value including, possibly, changes to management or to
the Board of Directors of the Company.
o Consideration of soliciting proxies, consents or authorizations from
one or more stockholders of the Company for some or all of the
foregoing purposes.
There will continue to be a review of the Company's situation and possible
methods by which Dr. Meyer and, possibly, others may be able to influence the
Company's future course with a goal of improving the Company's operations and
financial condition as well as stockholder value. However, there can be no
assurances that, as a result of Dr. Meyer's consideration of these possible
various actions, he will or will not actually engage in any such actions or
that, if he does engage in any such actions, he will be successful in achieving
his goals.
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.
/s/ David Meyer
June 9, 1998 ----------------------
David Meyer, M.D.
