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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 2000
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - Registrant Information
Physicians Resource Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
14800 Landmark Blvd., Suite 500
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Address of Principal Executive Office (Street and Number)
Dallas, Texas 75240
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City, State and Zip Code
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Part II- Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-
F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
Physicians Resource Group, Inc., a debtor in possession (the "Company"),
will not file its Quarterly Report on Form 10-Q for the quarter ended September
30, 2000 (the "September 2000 10-Q") with the Securities and Exchange Commission
(the "Commission") on a timely basis. The Company's inability to file its
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (the
"September 1998 10-Q") and Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998 10-K") on a timely basis resulted primarily from a
lack of adequate financial information from certain affiliated practices which
have been involved in disputes with the Company, as well as management and staff
turnover. This situation has also caused delays in the Company's ability to
file its Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the
"March 1999 10-Q"), the Quarterly Report on Form 10-Q for the quarter ended June
30, 1999 (the "June 1999 10-Q"), the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 (the "September 1999 10-Q"), the Annual Report
on Form 10-K for the year ended December 31, 1999 (the "1999 10-K"), the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (the "March
2000 10-Q") and the Quarterly Report on Form 10-Q for the quarter ended June 30,
2000 (the "June 2000 10-Q") on a timely basis. Additionally, a major factor
contributing to the Company's inability to file the 1999 10-K, the March 2000
10-Q, the June 2000 10-Q and the September 2000 10-Q on a timely basis is lack
of personnel resources. Nevertheless, the Company has to date completed its
reporting requirements to the United States Bankruptcy Court for the Northern
District of Texas (the "Bankruptcy Court"). Additionally, the Company has filed
with the Commission Current Reports on
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Form 8-K that incorporate the Company's Monthly Operating Reports for February,
March, April, May, June, July, August and September 2000 filed with the
Bankruptcy Court.
The Company's Current Report on Form 8-K that incorporated the Company's
Monthly Operating Report for June 2000 also included the Monthly Operating
Report for the period from May 25, 2000 through June 30, 2000 for the Company's
wholly-owned subsidiary, EyeCorp, Inc., a debtor in possession that on May 25,
2000 filed a petition in bankruptcy in the Bankruptcy Court. The Company's
Current Reports on Form 8-K that incorporated the Company's monthly operating
reports for July, August and September 2000 also included EyeCorp, Inc.'s
monthly operating reports for those months. The Company will continue to file
its Monthly Operating Reports, as well as those of EyeCorp, Inc., with the
Commission under cover of Form 8-K.
On October 13, 2000, the Bankruptcy Court approved the Disclosure Statement
Accompanying First Amended Joint Liquidating Plan Under Chapter 11 (the
"Disclosure Statement") filed by the Company and EyeCorp, Inc. with the
Bankruptcy Court as containing adequate information under Section 1125 of the
United States Bankruptcy Code. The Disclosure Statement and the First Amended
Joint Liquidating Plan Under Chapter 11 (the "Plan of Liquidation") filed by the
Company with the Bankruptcy Court are filed as exhibits to a Current Report on
Form 8-K filed by the Company with the Commission on October 27, 2000. The
Disclosure Statement, Plan of Liquidation and ballots relating to the Plan of
Liquidation have been circulated to creditors of the Company and EyeCorp, Inc.
and holders of equity interests in the Company. The Bankruptcy Court has
scheduled a confirmation hearing at 9:15 a.m. Central Time on December 1, 2000
to consider the Plan of Liquidation. Completed ballots accepting or rejecting
the Plan of Liquidation must be returned to the tabulation agent for the Company
and EyeCorp, Inc. no later than 4:00 p.m. Central Time on November 27, 2000.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Michael Yeary (713) 629-5777
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer
is no, identify report(s).
[ ] Yes [X] No
The Company has not yet filed with the Securities and Exchange Commission
the September 1998 10-Q, the 1998 10-K, the March 1999 10-Q, the June 1999
10-Q, the September 1999 10-Q, the 1999 10-K, the March 2000 10-Q and the
June 2000 10-Q.
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Physicians Resource Group, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 15, 2000 By: /s/ Michael Yeary
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Michael Yeary
President and Chief Restructuring Officer
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Part IV - Attachment
Material pre-tax adjustments will be recorded by the Company for the years
ended December 31, 1998 and 1999 and the quarter ended September 30, 2000 for,
among other things, the impairment of assets related to disputes with affiliated
practices. The Company has not yet determined the final amount of any such
adjustments because, for the reasons set forth in Part III of this report and
also because of the changes in business circumstances resulting from the
Company's bankruptcy filing, the Company has not completed its financial
statements for the years ended December 31, 1998 and 1999 and the quarter ended
September 30, 2000, although the Company continues to work to complete those
financial statements.
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