PHYSICIANS RESOURCE GROUP INC
8-K, 1999-03-19
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>
 
                      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) March 12, 1999


                        PHYSICIANS RESOURCE GROUP, INC.
            (Exact name of registrant as specified in its charter)



           DELAWARE                        1-13778             76-0456864
 (State or other jurisdiction            (Commission          (IRS Employer
       of incorporation)                 File Number)      Identification No.)
 

               14800 LANDMARK BLVD., SUITE 500, DALLAS, TX 75240
             (Address of principal executive offices)      (Zip Code)


       Registrant's telephone number, including area code (972) 892-7200
<PAGE>
 
ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.


          On March 12, 1999, Physicians Resource Group, Inc. (the "Company")
appointed and engaged Mann Frankfort Stein & Lipp, P.C. ("Mann Frankfort") as
the Company's principal independent public accountant. The Company has not
directly or indirectly during its two most recent fiscal years or during the
subsequent interim period prior to appointing Mann Frankfort consulted Mann
Frankfort regarding (a) either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, or (b) any
matter that was either the subject of a disagreement with the Company's prior
principal independent accountant, Arthur Andersen LLP, or a reportable event.

ITEM 5.   OTHER EVENTS.

          A press release dated March 1, 1999 that was issued by the Company
regarding the retirement of its bank indebtedness is filed as an exhibit to this
report and is incorporated herein by reference.

          A press release dated March 18, 1999 that was issued by the Company
regarding the appointment of Mann Frankfort is filed as an exhibit to this
report and is incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits:

               (99.1)    News release of Physicians Resource Group, Inc. dated
                         March 1, 1999.

               (99.2)    News release of Physicians Resource Group, Inc. dated
                         March 18, 1999.

                                      -2-
<PAGE>
 
                                  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:  March __, 1999                   By: ___________________________________
                                            David Meyer, Chairman of the Board

                                      -3-
<PAGE>
 
                                 EXHIBIT INDEX


Exhibit No.         Description
- -----------         -----------
 
  (99.1)            News release of Physicians Resource Group, Inc. dated March
                    1, 1999.

  (99.2)            News release of Physicians Resource Group, Inc. dated March
                    18, 1999.

<PAGE>
 
                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE


                        PHYSICIANS RESOURCE GROUP, INC.
                   ANNOUNCES RETIREMENT OF BANK INDEBTEDNESS
                                        

     DALLAS, TEXAS--March 1, 1999--Physicians Resource Group, Inc. (NYSE: PRG)
today announced that it had retired in full the Company's senior bank debt
totaling approximately $6.9 million.  The bank debt had been held by Compass
Bank, which had purchased the loan from NationsBank in late January 1999.

     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.

<PAGE>
 
                                                                    EXHIBIT 99.2


FOR IMMEDIATE RELEASE


                        PHYSICIANS RESOURCE GROUP, INC.
            ANNOUNCES APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     DALLAS, TEXAS--March 18, 1999--Physicians Resource Group, Inc. (NYSE:PRG)
today announced that it had engaged Mann Frankfort Stein & Lipp to serve as the
Company's independent public accountants.

     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.

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