FORM 10-K/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
Commission File No. 1-13778
PHYSICIANS RESOURCE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
76-0456864
(I.R.S. Employer Identification No.)
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1540, Dallas, TX 75240
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (972)982-8200
Title of each class
-------------------
Common Stock, $.01 par value
Name of each exchange on which registered
-----------------------------------------
New York Stock Exchange
Securities pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
------- -------
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the Registrant's knowledge, in a
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K/A-1 or any amendment to this Form 10-
K/A-1. [ ]
The number of shares outstanding of the Registrant's common stock
as of April 6, 1998 was 29,786,689 shares. The aggregate market value
of the voting stock held by non-affiliates of the Registrant based on
29,525,831 shares held by non-affiliates and a $3.875 closing price of
the Registrant's common stock on the New York Stock Exchange as of
April 6, 1998 was $114,412,595.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF PRG
---------------------------------------
The name, age, position and term of each executive officer of the
Company is set forth under the heading Executive Officers on page 8
under Item 1 of this report. The following chart sets forth the name,
age, position and term of each director of the Company.
<TABLE>
<CAPTION>
Term as
Director
Name Age Position Expires
- ---- --- -------- --------
<S> <C> <C> <C>
Alan C. Baum, M.D........ 56 Director 1998
Ronald L. Stanfa......... 50 Director 1999
Lucius E. Burch, III..... 56 Director 2000
Richard A. Gilleland..... 53 Chairman of the Board and 2000
Chief Executive Officer
</TABLE>
Alan C. Baum, M.D. has served as a director of PRG since June 28,
1995. Dr. Baum served as Vice President of Texas Eye Institute and
Associates from 1973 to date, where he has been in the practice of
general ophthalmology with an emphasis on oculoplastic surgery. Dr.
Baum is the President-Elect of the Texas Medical Association, Past
Chairman of the Board of Trustees of the Texas Medical Association and
Past President of the Texas Ophthalmological Association. He has
served as President of the Southwest Branch of the Harris County
Medical Society. Dr. Baum has acted as chief of staff for Memorial
Southeast Hospital, as well as chairman of Ophthalmology sections at
both Memorial SE and SW hospitals in Houston. Dr. Baum received his
M.D. Degree in 1968 from the University of Texas Medical Branch at
Galveston, and completed his residency in 1972 from the University of
Texas Medical School, Houston.
Lucius E. Burch, III has served as a director of PRG since March
18, 1996. Mr. Burch is Chairman of the Board of Directors of Massey
Burch Investment Group, Inc., Nashville, Tennessee, a southeast
merchant banking firm. He has been with Massey Burch since 1968,
served as President from 1981 to 1990, and has an extensive background
in management consulting and corporate finance. Mr. Burch serves as a
director of Norrell Corporation, an office staffing and services
company, and QMS, Inc., a designer and manufacturer of computer
graphics and imaging controllers.
<PAGE>
Richard A. Gilleland has served as Chairman of the Board and
Chief Executive Officer of PRG since December 15, 1997 and as a
director of PRG since June 28, 1995. Mr. Gilleland served as
Chairman, President and Chief Executive Officer of Kendall
International Inc., a manufacturer and distributor of disposable
medical supplies and devices and home health care products from July
1990 until July 1995. From January to November 1989, he was
president, chief executive officer and chairman of the board of
American Medical International, Inc., which owns and operates acute
care hospitals. Mr. Gilleland also has served as a director of OrNda
HealthCorp, a provider of acute medical, surgical and hospital
operation and management services, since 1992, and since 1994, as a
director of Tyco International, Ltd., a manufacturer of bioprotection
and flow control equipment. Mr. Gilleland also serves as a director
of DePuy Inc., a manufacturer of orthopedic supplies and equipment and
Remington Arms Co., a manufacturer of sporting arms and equipment.
Mr. Gilleland served as Chief Executive Officer and President of Amsco
International Inc. (which has been acquired by Steris Corp.), a
manufacturer of infection control products from July 1995 to July
1996. Mr. Gilleland served as a director of Bird Medical
Technologies, Inc., a manufacturer of inhalation therapy and equipment
from 1994 to 1996 and as Interim Chairman of Quest Medical, a
manufacturer of proprietary products for the health care industry,
from July 1996 to November 1996. Mr. Gilleland received his B.A. from
the University of Minnesota in 1967.
Ronald L. Stanfa has served as a director of PRG since June 28,
1995. Mr. Stanfa has served as a Managing Director of Notre Capital
Ventures II, L.L.C. since July 1995. From June 1993 to July 1995, Mr.
Stanfa was an independent business consultant and investor. Mr.
Stanfa was a founder and served as a director of Allwaste, Inc., an
environmental services company, from 1986 to 1995. From October 1988
to June 1993, Mr. Stanfa was the Vice President-Corporate Development
of Allwaste, Inc. Mr. Stanfa also served as a director of U.S.
Delivery Systems, Inc., a same day delivery company, from 1994 until
its sale in February 1996. Mr. Stanfa received his B.A. in Economics
from Northern Illinois University in 1969.
ITEM 11. EXECUTIVE COMPENSATION
----------------------
Summary Compensation Table
- --------------------------
The following table sets forth a summary of the compensation paid
by PRG for services rendered in all capacities to PRG during 1997 to
the Named Executive Officers.
<PAGE>
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------------- -------------------------- -------
Other Annual Restricted Securities LTIP All Other
Name and Principal Salary Bonus Compensation Stock Underlying Payouts Compensation
Position Year ($) ($) ($) Awards($) Options ($) ($)
- ---------------------------- ---- ------ -------- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Gilleland, 1997 19,153 54,000 1,505,000
Chairman of the Board and
Chief Executive Officer(9)
Emmett E. Moore 1996 315,000 50,000(1) 500,000(5) 8,269(3)
Chairman of the Board 1997 345,000 367,000 1,903(3)
and Chief Executive Officer(10)
Richard M. Owen, 1996 185,000 35,000(1) 90,000 6,923(3)
President(8) 1997 208,333 93,940 126,765(2)(3)
Richard J. D'Amico, 1996 150,000 110,000 195,000(6) 50,000(3)(4)
Senior Vice President, Chief 1997 225,000 290,000 2,076(3)
Administrative Officer,
General Counsel and
Secretary
Mark Kingston, 1996 140,000 105,000 70,000(7) 3,846(3)
Senior Vice President(8) 1997 175,000 27,000 2,076(3)
Jonathan R. Bond, 1996 155,000 82,500 15,000 5,961(3)
Senior Vice President - 1997 175,000 100,000 2,076(3)
Operations
David Real, 1997 128,153 50,000 1,557(3)
Chief Financial Officer(8)
<FN>
(1) Mr. Moore waived the bonus of approximately $150,000, which would
have accrued pursuant to the terms of his old employment contract
and received an option to purchase 100,000 shares of PRG Common
Stock at an exercise price of $15.25; Mr. Owen waived a bonus of
approximately $92,500, which would have accrued pursuant to the
terms of his old employment contract and received an option to
purchase 66,940 shares of PRG Common Stock at an exercise price
of $15.25.
(2) Includes $125,000 paid by PRG in connection with a severance
package.
(3) Represents amounts paid by PRG for health insurance premiums.
(4) Includes approximately $45,000 paid in connection with employee's
relocation pursuant to the terms of the employment agreement
between employee and PRG.
<PAGE>
(5) Includes 445,000 options that were subsequently cancelled.
(6) Includes 150,000 options that were subsequently cancelled.
(7) Includes 45,000 options that were subsequently cancelled.
(8) Individuals are no longer employed by the Company; therefore, all
stock options granted to such individuals have or will expire in
accordance with the terms of the Stock Option Plan.
(9) Mr. Gilleland was elected Chairman of the Board and Chief
Executive Officer effective December 15, 1997.
(10) Mr. Moore's position as Chairman of the Board and employment as
Chief Executive Officer were terminated on November 17, 1997.
</TABLE>
Option Grants During 1997
- -------------------------
The following table presents information regarding 1997 grants of
options to purchase shares of Common Stock for each of the Named
Executive Officers:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term(1)
- ------------------------------------------------------------------------------ ------------------------
% of Total
Number of Options
Securities Granted to
Underlying Employees Exercise or
Options in Fiscal Base Price Expiration
Name Granted(#) Year ($/Sh)(2) Date 5%($) 10%($)
- -------------------- ---------- ---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Gilleland 5,000 50.48% $12.1250 5/20/07 $38,126 $96,620
1,500,000 $2.5625 12/15/07 $2,417,313 $6,125,947
Emmett E. Moore 367,000 12.31% $15.2500 2/23/07 $3,519,766 $8,919,778
Richard M. Owen 93,940 3.15% $15.2500 1/31/98(3) $59,447 $118,423
Richard J. D'Amico 90,000 9.73% $15.2500 2/23/07 $863,157 $2,187,411
200,000 $4.5000 12/29/07 $566,005 $1,434,368
Mark Kingston 27,000 0.91% $15.2500 6/13/98(3) $27,676 $55,795
Jonathan R. Bond 100,000 3.35% $4.5000 12/29/07 $283,002 $717,184
David Real 50,000 1.68% $12.5000 3/31/98(3) $31,250 $62,500
<PAGE>
<FN>
(1) The dollar amounts in these columns represent the potential
realizable value that might be realized upon exercise of the
options immediately prior to the expiration of their term,
assuming that the market price of Common Stock appreciates from
the date of grant at the 5% and 10% annual rates prescribed by
regulation and, therefore, are not intended to forecast possible
future appreciation, if any, of the price of Common Stock. These
numbers do not take into account provisions of certain options
providing for termination of the option following termination of
employment, nontransferability or vesting over periods.
(2) The option exercise price may be paid in shares of Common Stock
owned by the executive officer, in cash, or in any other form of
valid consideration as determined by the Compensation Committee
in its discretion. The exercise price of each option was equal
to the fair market value of the Common Stock on the date of
grant.
(3) Individuals are no longer employed by the Company; therefore, all
stock options granted to such individuals have or will expire in
accordance with the terms of the Stock Option Plan.
</TABLE>
Aggregated Option Exercises During 1997 and Year-End Option Values
- ------------------------------------------------------------------
The following table presents information regarding options exercised
in 1997 and the value of options outstanding at December 31, 1997 for
each of the Named Executive Officers:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End(#) at FY-End($)(1)
---------------------------- ----------------------------
Shares Value
Acquired on Realized
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Gilleland 0 $0.00 1,512,500 7,500 $2,718,750 $0
Emmett E. Moore 0 $0.00 91,000 531,000 $0 $0
Richard M. Owen(2) 0 $0.00 30,000 0 $0 $0
Richard J. D'Amico 0 $0.00 103,667 301,333 $0 $0
Mark Kingston(2) 0 $0.00 20,000 92,000 $0 $0
Jonathan R. Bond 0 $0.00 74,334 135,666 $0 $0
David Real(2) 0 $0.00 0 0 $0 $0
<PAGE>
<FN>
(1) The closing price for the Common Stock as listed on the New York
Stock Exchange on December 31, 1997, the last trading day of
1997, was $4.375. Value is calculated on the basis of the
difference between the option exercise price and $4.375
multiplied by the number of shares of Common Stock underlying the
option.
(2) Individuals are no longer employed by the Company; therefore, all
stock options granted to such individuals have expired or will
expire in accordance with the terms of the Stock Option Plan.
</TABLE>
Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------
Richard A. Gilleland was a member of the Compensation Committee of the
Board of PRG during 1997 and was elected the Chief Executive Officer
of PRG effective December 15, 1997. Mr. Gilleland resigned as a
member of the Compensation Committee prior to his election as Chief
Executive Officer and did not participate, in any way, in the
deliberation of the Committee with regard to his compensation. No
other member of the Compensation Committee of the Board of PRG was,
during 1997, an officer or employee of PRG or any of its subsidiaries,
or was formerly an officer of PRG or any of its subsidiaries or had
any relationships requiring disclosure by PRG.
During 1997, no executive officer of PRG served as (i) a member of the
compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served
on the Compensation Committee of the Board, (ii) a director of another
entity, one of whose executive officers served on the Compensation
Committee of the Board, or (iii) a member of the Compensation
Committee (or other board committee performing similar functions) of
another entity, one of whose executive officers served as a director
of PRG.
Compensation of Directors
- -------------------------
Directors who are employees of PRG or of a practice with which PRG has
entered a Service Agreement (each an "Affiliated Practice") do not
receive additional compensation for serving as directors. Each
director who is neither an employee of PRG nor of an Affiliated
Practice receives a fee of $2,000 for attendance at each Board of
Directors meeting (whether the meeting is in person or telephonic) and
$1,500 (if in person; $500 if telephonic) for each committee meeting
(unless held on the same day as a Board meeting) and an initial grant
of nonqualified options to purchase 10,000 shares of Common Stock.
Nonemployee directors (whether or not employed by an Affiliated
Practice) receive annual grants of nonqualified options to purchase
5,000 shares of Common Stock. All directors of PRG are reimbursed for
out-of-pocket expenses incurred in attending meetings of the Board or
committees thereof, and for other expenses incurred in their capacity
as directors of PRG.
<PAGE>
Employment Agreements
- ---------------------
Mr. Gilleland has entered into an employment agreement with PRG
providing for a base salary of $360,000 per annum or as increased from
time to time by the Board of Directors or the Option and Compensation
Committee. Such employment agreement provides that in the event of a
termination of employment without cause by PRG or for Good Reason
(defined below) by Mr. Gilleland, Mr. Gilleland shall be entitled to
receive from PRG, during the Severance Period (defined below), an
annual payment equal to 175% of the amount of Mr. Gilleland's then
current annual salary, to be paid in bi-weekly installments, plus a
payment for accrued but unpaid wages, expense reimbursements and a
prorated annual bonus equal to 145% of the amount calculated by
dividing Mr. Gilleland's annual base salary at the date of termination
by twelve and multiplying the result by the number of months in the
year of such termination that began or ended prior to the date of such
termination. Under Mr. Gilleland's employment agreement, the term
Severance Period means (i) if Mr. Gilleland's employment is terminated
at or prior to the end of the initial three year term, (including by
failure of the Company to renew the agreement at the end of the
initial term), a period equal to the greater of (x) two full years
beginning on the date of termination and (y) the then remaining
portion of the initial term and (ii) if Mr. Gilleland's employment is
terminated after the end of the initial term and prior to the end of
the then-current renewal term (including by failure of the Company to
renew the agreement at the end of the renewal term), a period equal to
one full year beginning on the date of termination. Good Reason is
defined in the employment agreement as a material diminution of Mr.
Gilleland's responsibilities or duties, a reduction in Mr. Gilleland s
base salary or minimum annual bonus of at least 75% of base salary, or
annual bonus or long-term incentive compensation opportunity, a change
of control, failure of the Board of Directors to adopt an Executive
Bonus Program by March 31, 1998, failure of PRG to execute and deliver
to Mr. Gilleland on or prior to December 21, 1997 an Option Agreement
and Registration Rights Agreement, requiring Mr. Gilleland to move his
principal place of business from the current location in Westlake
Village, California or such other location as Mr. Gilleland should
agree to in writing, or a material breach by PRG of the employment
agreement which is not cured promptly after written notice to PRG from
Mr. Gilleland. In addition, if PRG achieves target performance
objectives for the entire year in which such termination occurs that
would have entitled Mr. Gilleland to receive an annual bonus for such
year calculated at a percent greater than 145% of base salary, Mr.
Gilleland shall be entitled to an additional amount equal to (a) such
larger bonus amount divided by twelve and multiplied by the number of
months in the year of such termination that began or ended prior to
the date of such termination minus (b) the amount previously paid upon
termination. The employment agreement contains a covenant-not-to-
compete with PRG during the term of the employment agreement.
However, the agreement does provide that Mr. Gilleland may own less
than 5% of the common stock of any publicly traded corporation or
other Person conducting business in the Designated Industry (defined
as a business organization in engaging in any business activities that
are substantially and directly competitive with the business
<PAGE>
activities then conducted by PRG), serve as an officer, director,
stockholder or employee of a corporation or other Person engaged in
the healthcare industry whose business operations are not
substantially and directly competitive with those of PRG, serve on the
board of directors of any business or corporation on which he served
as of the date of the employment agreement, continue his current
consulting arrangements with STERIS Corporation, and Clayton, Dubilier
& Rice, Inc. or any of their respective subsidiaries or affiliates,
and engage in any activities in connection with such arrangements.
In addition to base salary, Mr. Gilleland through his employment
agreement is eligible for a fixed bonus of $54,000 for 1997 and a
bonus in an amount equal to at least $630,000 minus his base salary
for all years thereafter. Mr. Gilleland shall have the opportunity to
receive a bonus based on the financial performance objectives of the
Company. This bonus is to range between 145% and 215% of Mr.
Gilleland's base salary. Mr. Gilleland was granted an option to
purchase 1,500,000 shares of PRG Common Stock with the per share
exercise price being the closing sale price for PRG stock on the New
York Stock Exchange on the date of the commencement of the employment
agreement. The options were fully vested and exercisable upon grant.
His agreement began in December 1997 and is for a term of three years,
automatically renewed thereafter for successive one year terms unless
either party gives 90 days notice of termination.
Mr. Bond has entered into an employment agreement with PRG providing
for a base salary of $155,000 per annum or as increased from time to
time by the Board of Directors. Such employment agreement provides
that in the event of a termination of employment by PRG other than (i)
for cause, (ii) upon death or disability or (iii) upon notice 60 days
prior to an automatic renewal date occurring after five years from the
date of first employment, Mr. Bond shall be entitled to receive from
PRG a payment equal to the amount of Mr. Bond's then current annual
salary, to be paid in twelve monthly installments, plus a payment for
accrued but unpaid wages and expense reimbursements. Mr. Bond's
employment agreement provides that in the event Mr. Bond's employment
terminates within twelve months following a change in control (as
defined in such employment agreement) of PRG, PRG shall pay Mr. Bond
2.99 times Mr. Bond's (i) base salary, (ii) maximum potential bonus
and (iii) certain other compensation, with certain adjustments. The
employment agreement provides that PRG will pay an amount necessary to
reimburse Mr. Bond, on an after tax basis, for any excise tax due
under Section 4999 of the Code, as a result of such payment being
treated as a "parachute payment" under Section 280G of the Code. The
employment agreement contains a covenant-not-to-compete with PRG for a
period of two years following termination of employment. However, the
agreement does provide that Mr. Bond may devote up to ten percent
(10%) of his professional time or two (2) days per month to a
consulting business independent from PRG.
In addition to base salary, Mr. Bond, through an amendment to his
employment agreement effective March 5, 1998, is eligible for an
annual bonus based on performance objectives to be determined by the
board of directors on an annual basis. Mr. Bond shall have a target
<PAGE>
bonus opportunity of fifty percent (50%) of his salary range midpoint
for each calendar year during the term of his employment if the
Company attains specified budgeted financial performance objectives
for such year, and an over achievement bonus opportunity of five
percent (5%) of target bonus for each one percent (1%) the Company
exceeds such specified budgeted financial performance objectives. In
connection with entry into his employment agreement, Mr. Bond was
granted an option to purchase 95,000 shares of PRG Common Stock with
the per share exercise price being the closing sale price for PRG
stock on the New York Stock Exchange on the date of the commencement
of the employment agreement. The options vest over a five (5) year
period from the commencement of the employment agreement; however, the
options are immediately exercisable upon a Change in Control. The
term of Mr. Bond's agreement began in October 1995 and is for a term
of five years, automatically renewed thereafter for successive one
year terms unless either party gives 60 days prior notice of
termination.
Mr. D'Amico has entered into an employment agreement with PRG
providing for a base salary of $120,000 per annum or as increased from
time to time by the Board of Directors. Such employment agreement
provides that in the event of a termination of employment by PRG other
than (i) for cause or (ii) upon death or disability, Mr. D'Amico shall
be entitled to receive from PRG a payment equal to the amount of Mr.
D'Amico's then current annual salary, to be paid in twelve monthly
installments, plus a payment for accrued but unpaid wages and expense
reimbursements. Mr. D'Amico's employment agreement provides that in
the event Mr. D'Amico's employment terminates within twelve months
following a change in control (as defined in such employment
agreement) of PRG, PRG shall pay Mr. D'Amico 2.99 times Mr. D'Amico's
(i) base salary, (ii) maximum potential bonus and (iii) certain other
compensation, with certain adjustments. The employment agreement
provides that PRG will pay an amount necessary to reimburse Mr.
D'Amico, on an after tax basis, for any excise tax due under Section
4999 of the Code, as a result of such payment being treated as a
"parachute payment" under Section 280G of the Code. The employment
agreement contains a covenant-not-to-compete with PRG for a period of
two years following termination of employment. However, the agreement
does provide that Mr. D'Amico may devote up to ten percent (10%) of
his professional time or two (2) days per month to a consulting
business independent from PRG.
In addition to base salary, Mr. D'Amico, through an amendment to his
employment agreement effective March 5, 1998, is eligible for an
annual bonus based on performance objectives to be determined by the
board of directors on an annual basis. Mr. D'Amico shall have a
target bonus opportunity of fifty percent (50%) of his salary range
midpoint for each calendar year during the term of his employment if
the Company attains specified budgeted financial performance
objectives for such year, and an over achievement bonus opportunity of
five percent (5%) of target bonus for each one percent (1%) the
Company exceeds such specified budgeted financial performance
objectives. In connection with his employment by the Company in 1995,
Mr. D'Amico was granted an option to purchase 70,000 shares of PRG
<PAGE>
Common Stock with the per share exercise price for 3,750 of such
shares being $5.00 per share and the per share exercise price for the
remaining 66,250 of such shares being the initial public offering
price for the Company's Common Stock. The options vest over a five
(5) year period from the commencement of the employment agreement;
however, the options are immediately exercisable upon a Change in
Control. His agreement began in April 1995 and is for a term of five
years, automatically renewed thereafter for successive one year terms
unless either party gives 30 days notice of termination.
Mr. Kingston entered into an employment agreement with PRG providing
for a base salary of $100,000 per annum or as increased from time to
time by the Board of Directors. Such employment agreement provided
that in the event of a termination of employment by PRG other than (i)
for cause or (ii) upon death or disability, Mr. Kingston would be
entitled to receive from PRG a payment equal to the amount of Mr.
Kingston's then current annual salary, to be paid in twelve monthly
installments, plus a payment for accrued but unpaid wages and expense
reimbursements. Mr. Kingston's employment agreement provided that in
the event Mr. Kingston's employment terminated within twelve months
following a change in control (as defined in such employment
agreement) of PRG, PRG would pay Mr. Kingston 2.99 times Mr.
Kingston's (i) base salary, (ii) maximum potential bonus and (iii)
certain other compensation, with certain adjustments. The employment
agreement provides that PRG will pay an amount necessary to reimburse
Mr. Kingston, on an after tax basis, for any excise tax due under
Section 4999 of the Code, as a result of such payment being treated as
a "parachute payment" under Section 280G of the Code. The employment
agreement contains a covenant-not-to-compete with PRG for a period of
two years following termination of employment. However, the
agreement did provide that Mr. Kingston may devote up to ten percent
(10%) of his professional time or two (2) days per month to a
consulting business independent from PRG.
In addition to base salary, Mr. Kingston through his employment
agreement was eligible for an annual bonus based on earnings per share
growth. Bonuses were capped at 50% of base salary. Under the
Employment Agreement, an option to purchase 75,000 shares of Common
Stock at a purchase price of $13.00 per share was granted to Mr.
Kingston. Such options vested over a five (5) year period but were
immediately exercisable upon a Change in Control. His agreement began
in April 1995 and was for an initial term of five years.
Mr. Kingston resigned from his position with the Company effective
March 13, 1998 and received no severance pay from the Company. Any
stock options granted to Mr. Kingston have or will expire in
accordance with the terms of the Stock Option Plan.
Mr. Moore entered into an employment agreement with PRG providing for
a base salary of $215,000 per annum or as increased from time to time
by the Board of Directors. Such employment agreement provided that in
the event of a termination of employment by PRG other than (i) for
cause, (ii) upon death or disability or (iii) upon notice 30 days
prior to an automatic renewal date occurring after five years from the
<PAGE>
date of first employment, Mr. Moore would be entitled to receive from
PRG a payment equal to the amount of Mr. Moore's then current annual
salary, to be paid in twelve monthly installments, plus a payment for
accrued but unpaid wages and expense reimbursements. Mr. Moore's
employment agreement provided that in the event Mr. Moore's employment
terminated within twelve months following a change in control (as
defined in such employment agreement) of PRG, PRG would pay Mr. Moore
2.99 times Mr. Moore's (i) base salary, (ii) maximum potential bonus
and (iii) certain other compensation, with certain adjustments. The
employment agreement provided that PRG would pay an amount necessary
to reimburse Mr. Moore, on an after tax basis, for any excise tax due
under Section 4999 of the Code, as a result of such payment being
treated as a "parachute payment" under Section 280G of the Code. The
employment agreement contained a covenant-not-to-compete with PRG for
a period of two years following termination of employment. The
agreement provided that Mr. Moore could devote up to ten percent (10%)
of his professional time or two (2) days per month to a consulting
business independent from PRG.
In addition to base salary, Mr. Moore through his employment agreement
was eligible for an annual bonus based on earnings per share growth.
Bonuses are capped at 50% of base salary. His agreement began in
April 1995 and was for a term of five years.
Mr. Moore entered into a new employment agreement effective February
21, 1997, which contained the same terms and conditions as the
employment agreement described above except that it was for a term of
three (3) years from the commencement date of the agreement, annual
base salary is $315,000, there was no provision for reimbursement of
excise tax, the bonus calculation was subject to a new formula and
100,000 options vesting 20% over a five (5) year period at an exercise
price of $15.25 were granted to Mr. Moore as consideration for
entering into the agreement.
Mr. Moore's employment with the Company was terminated December 17,
1997. The Company will continue to fulfill its obligations to Mr.
Moore in accordance with the terms of his employment agreement.
Mr. Owen entered into an employment agreement with PRG providing for a
base salary of $180,000 per annum or as increased from time to time by
the Board of Directors. Such employment agreement provided that in
the event of a termination of employment by PRG other than (i) for
cause, (ii) upon death or disability or (iii) upon notice 30 days
prior to an automatic renewal date occurring after five years from the
date of first employment, Mr. Owen would be entitled to receive from
PRG a payment equal to the amount of Mr. Owen's then current annual
salary, to be paid in twelve monthly installments, plus a payment for
accrued but unpaid wages and expense reimbursements. Mr. Owen's
employment agreement provided that in the event Mr. Owen's employment
terminated within twelve months following a change in control (as
defined in such employment agreement) of PRG, PRG would pay Mr. Owen
2.99 times Mr. Owen's (i) base salary, (ii) maximum potential bonus
and (iii) certain other compensation, with certain adjustments. The
employment agreement provided that PRG would pay an amount necessary
<PAGE>
to reimburse Mr. Owen, on an after tax basis, for any excise tax due
under Section 4999 of the Code, as a result of such payment being
treated as a "parachute payment" under Section 280G of the Code. The
employment agreement contained a covenant-not-to-compete with PRG for
a period of two years following termination of employment. However,
the agreement did provide that Mr. Owen could devote up to ten percent
(10%) of his professional time or two (2) days per month to a
consulting business independent from PRG.
In addition to base salary, Mr. Owen through his employment agreement
was eligible for an annual bonus based on earnings per share growth.
Bonuses are capped at 50% of base salary. Under the Employment
Agreement, an option to purchase 75,000 shares of Common Stock at a
purchase price of $13.00 per share was granted to Mr. Owen. Such
options were to vest over a five (5) year period; however, the options
were immediately exercisable upon a Change in Control. Mr. Owen's
initial agreement began in April 1995 and was for a term of five
years, automatically renewed thereafter for successive one year terms
unless either party gave 30 days notice of termination.
Mr. Owen entered into a new employment agreement effective February
21, 1997, which contained the same terms and conditions as the
employment agreement described above except that it would be for a
term of two (2) years from the commencement date of the agreement,
annual base salary was $250,000, there was no provision for
reimbursement of excise tax, the bonus calculation is subject to a new
formula and 66,940 options vesting 20% over a five (5) year period at
an exercise price of $15.25 were granted to Mr. Owen as consideration
for entering into the agreement.
On October 31, 1997, Mr. Owen resigned from his position with the
Company. Mr. Owen received approximately $125,000 in severance pay
from the Company. Any stock options granted to Mr. Owen have or will
expire in accordance with the terms of the Stock Option Plan.
Mr. Real entered into an employment agreement with PRG providing for a
base salary of $170,000 per annum. Such employment agreement provided
that in the event the employment agreement was terminated without
cause during the one year term or for six months thereafter, Mr. Real
would be entitled to base pay from the date of notice of termination
for the greater of (i) six months or (ii) the lesser of (a) twelve
months or (b) the number of months remaining during a period beginning
with April 1, 1997 and ending 24 months thereafter. The employment
agreement contained a covenant-not-to-compete with PRG for a period of
one year following termination of employment.
In addition to base salary, Mr. Real was entitled to participate in a
bonus program based on performance criteria to be established by the
Chief Executive Officer and the Board of Directors. Mr. Real was
granted an option to purchase 50,000 shares of PRG Common Stock with
the per share exercise price being the closing sale price for PRG
stock on the New York Stock Exchange on the date of the commencement
of the employment agreement. The options were to vest over a five (5)
<PAGE>
year period from the commencement of the employment agreement;
however, the options were to be immediately exercisable upon a Change
in Control. His agreement began in April 1997 and was for a term of
one year and could be terminated upon 90 days written notice by either
party.
On December 31, 1997, Mr. Real resigned from his position with the
Company. Mr. Real received no severance pay from the Company. Any
stock options granted to Mr. Real have or will expire in accordance
with the terms of the Stock Option Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
---------------------------------------------------
The following table sets forth information with respect to
beneficial ownership of Common Stock as of April 6, 1998 by (i) all
persons known to PRG to be the beneficial owner of 5% or more of the
Common Stock, (ii) each director of PRG, (iii) each of the Chief
Executive Officer and the four highest paid executive officers other
than the Chief Executive Officer (the "Named Executive Officers"); and
(iv) all PRG directors and executive officers as a group. This table
does not include shares of Common Stock that may be purchased pursuant
to options not exercisable within 60 days of April 6, 1998. All
persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated.
<TABLE>
<CAPTION>
Amount and
Nature
Name of Beneficial Owner or of Beneficial Percent
Number of Persons in Group Ownership of Class
- --------------------------- ------------- --------
<S> <C> <C>
David Meyer, M.D. 2,504,749(1) 8.41%
Alpert Companies 2,165,400 7.23%
Alan C. Baum, M.D. 195,170(2) *
Lucius E. Burch, III 8,320(3) *
Richard A. Gilleland 1,539,100(4) 5.12%
Ronald L. Stanfa 39,500(5) *
Richard J. D'Amico 111,692(3) *
Jonathan R. Bond 37,318(6) *
Peter Dorflinger 76,667(3) *
Pamela Westbrook 33,334(3) *
All directors and executive 2,041,101 6.85%
officers as a group (8 persons)
- --------------------
* Less than 1%.
<FN>
(1) Includes 770,000 shares held by a general partnership in which
Dr. Meyer is a partner and 7,500 shares which may be purchased
upon the exercise of options exercisable within 60 days of April
6, 1998. Dr. Meyer's address is 813 Ridge Lake Blvd., Suite 400,
Memphis, Tennessee 38120.
<PAGE>
(2) Includes 14,192 shares held by an affiliated general
partnership in which Dr. Baum is a general partner and 2,500
shares which may be purchased upon the exercise of options
exercisable within 60 days of April 6, 1998.
(3) Consists entirely of shares which may be purchased upon the
exercise of options exercisable within 60 days of April 6, 1998.
(4) Includes 21,600 shares held by a general partnership of which Mr.
Gilleland has control and 1,517,500 shares which may be
purchased upon the exercise of options exercisable within 60 days
of April 6, 1998.
(5) Includes 12,500 shares which may be purchased upon the exercise
of options exercisable within 60 days of April 6, 1998.
(6) Includes 33,334 shares which may be purchased upon the exercise
of options exercisable within 60 days of April 6, 1998.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Real Estate Transactions
- ------------------------
On June 28, 1995, PRG became the lessee under a variety of
leases. PRG assumed an office lease for which a partnership, in which
Bruce E. Herron, M.D. is a partner, is the lessor; the annual
expenditures under the lease were approximately $171,000. PRG assumed
one office lease for which James E. McDonald, II, M.D. is the lessor;
the aggregate annual expenditures under the lease were approximately
$170,500. PRG assumed five office leases for which various
partnerships, in which P. Harold Wallar, M.D. is a partner, are the
lessors; the aggregate annual expenditures under these leases were
approximately $591,800. PRG assumed four office leases for which a
partnership, in which Kenneth C. Westfield, M.D. is a partner, is the
lessor; the aggregate annual expenditures under these leases were
approximately $24,900. Drs. Herron, McDonald, Wallar and Westfield
served as members of the Board of Directors in 1997 and resigned as
members on January 24, 1998.
Certain Indebtedness
- --------------------
In July, 1997, the Company loaned $500,000 at an interest rate of
8% to Dr. Kenneth Westfield to provide funds to Dr. Westfield to
purchase the practice of a retiring physician practicing in his market
(also a PRG affiliate). The loan is repayable in two equal
installments of $250,000 in January and July of 1998. The January
payment has not been made. Dr. Westfield served as a member of the
Board of Directors in 1997 and resigned as a member on January 24,
1998.
<PAGE>
In November, 1997, the Company replaced its $90,000,000 revolving
credit facility with a $14,000,000 revolving credit facility. As of
December 31, 1997, outstanding borrowings under the facility were
$12,248,000. The amended facility requires the balance outstanding to
be paid down to $9,500,000 by September 30, 1998, with the remainder
to be paid on December 31, 1998. The facility bears interest at LIBOR
plus 2.5% (8.5% at December 31, 1997), with such interest being
repayable, in its entirety, on December 31, 1998. The amended
facility is guaranteed by Mr. Burch and David Meyer, M.D. Dr. Meyer
served as a member of the Board of Directors in 1997 and resigned as a
member on January 24, 1998. As of April 1, 1998, Mr. Burch and Dr.
Meyer each received $210,000 as compensation for these guaranties. In
addition, for each month that the guaranties remain in place, Mr.
Burch and Dr. Meyer are entitled to $60,000 each, per month, as
compensation for these guaranties.
Service Agreements
- ------------------
PRG is a party to certain Service Agreements with affiliated
practices in which certain directors have an ownership interest.
Service fees accrued to PRG in 1997 by such affiliated practices in
which certain directors have an ownership interest were as follows:
Alan C. Baum, M.D. (TEI & Assoc.) $1,652,110; Charles D. Fritch, M.D.
(Fritch Eye Care Center) $227,609; Bruce E. Herron, M.D. (Eye Clinic,
P.C.) $809,300; James E. McDonald, M.D. (McDonald Eye Associates,
P.A.) $136,345; Joseph C. Noreika, M.D. (TPZ, Inc.) $129,393; David M.
Schneider, M.D. (David M. Schneider, M.D., Inc.) $568,184; P. Harold
Wallar, M.D. (Inland Eye Institute Medical Group, Inc.) $98,395;
Kenneth C. Westfield, M.D. (Westfield Eye Center) $(43,595); David
Meyer, M.D. (Vitreoretinal Foundation) $1,609,048; James W. Rayner,
M.D. (Rayner Eye Clinic) $921,531; and Joe E. Ellis, O.D. (Primary Eye
Care, P.S.C.) $9,675. Drs. Fritch, Herron, McDonald, Noreika,
Schneider, Wallar, Westfield, Meyer, Rayner and Ellis served as
members of the Board of Directors in 1997 and resigned as members on
January 24, 1998.
During the course of the Company's 1997 review of its due from
affiliates balance, approximately $1,584,000, $468,000 and $242,000 of
receivables due in connection with the payment of service fees from
the practices of Drs. Meyer, Schneider and Noreika, respectively, were
re-evaluated and subsequently reserved or written off. Drs. Meyer,
Schneider and Noreika served as members of the Board of Directors in
1997 and resigned as members on January 24, 1998.
Sale of Preferred Stock
- -----------------------
During 1997, the Board of Directors approved a transaction
pursuant to which (i) PRG sold to Emmett E. Moore 200,000 shares of
Series B Convertible Preferred Stock (the Preferred Shares) for an
aggregate purchase price of $2,125,000, and (ii) the purchase of the
Preferred Shares was funded by a loan from the Company to Mr. Moore.
The intent of the sale of Preferred Shares to Mr. Moore was to align
his interests with those of the Company's stockholders by providing
<PAGE>
Mr. Moore a significant equity interest in the Company. The principal
of the loan is nonrecourse and the interest payable with respect to
the loan is recourse. This loan transaction was contingent on
stockholder approval which was obtained in May of 1997. During 1997,
Mr. Moore was Chairman of the Board of Directors and Chief Executive
Officer of the Company. However, his employment with the Company was
terminated on November 17, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PHYSICIANS RESOURCE GROUP, INC.
May 29, 1998 By: /s/ Peter Dorflinger
------------------------------
Peter Dorflinger
President, Chief Operating
Officer
<PAGE>
