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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 1998
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Physicians Resource Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13778 76-0456864
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14800 Landmark Blvd., Suite 500, Dallas, TX 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972)892-7200
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Item 5. Other Events.
Since August 7, 1998, the date of Physicians Resource Group, Inc.'s (the
"Company") most recent Quarterly Report on Form 10-Q, the Company has received
notification from additional affiliated practices alleging either breaches of
Service Agreements and/or notices attempting to unilaterally terminate their
Service Agreements. As of December 31, 1998, such notifications have been
received from a total of sixty-one affiliated practices. In addition, some of
these practices have initiated legal proceedings against the Company and certain
of its subsidiaries; some have withheld their financial information from the
Company; and some have refused to pay management service fees under their
respective Service Agreements for various reasons.
Although the Company continues to enforce its Service Agreements and is
vigorously responding to these actions by these practices, these legal
proceedings and attempted terminations threaten the financial viability of the
Company because they adversely affect the Company's ability to collect
management services fees and may result in significant legal expense. The
Company is working to develop a framework for addressing such issues in an
equitable manner with these and its other affiliated practices.
In addition, a press release dated December 31, 1998 that was issued by the
Company regarding the status of its $9.5 million loan with NationsBank is filed
as an exhibit to this report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description Reference
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99.1 News Release of Physicians Resource Filed herewith
Group, Inc., dated December 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHYSICIANS RESOURCE GROUP, INC.
Date: December 31, 1998 By: /s/ David Meyer, Chairman
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
PHYSICIANS RESOURCE GROUP, INC.
ANNOUNCES DEVELOPMENTS
REGARDING COMPANY DEBT
DALLAS, TEXAS - December 31, 1998 - Physicians Resource Group, Inc. (NYSE: PRG)
today announced that NationsBank has agreed not to take any action prior to
January 11, 1999 with respect to its $9.5 million loan to the Company due
December 31, 1998. The Company continues to work with NationsBank and the
individual guarantors of the NationsBank loan to obtain an acceptable
arrangement to permit the Company to pursue its restructuring. As a result of
the continued default on the NationsBank loan, the Company is restricted under
applicable subordination provisions from paying interest due on December 1, 1998
on its outstanding $125 million 6% Convertible Subordinated Debentures due 2001.
The maturity of the Debentures could be accelerated by the Debenture Trustee or
holders of 25% aggregate principal amount of the Debentures after today as a
result of such non-payment.
PRG is a provider of physician practice management services to eye care
practices and operates ambulatory surgery centers. Contact: Jonathan R. Bond,
Senior Vice President (972) 892-7200.
Certain statements in this news release consist of forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. As such, they involve risks and uncertainties as
detailed from time to time in the reports filed by the Company with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K, as amended, for the year ended December 31, 1997.
