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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC FILE NUMBER
1-13778
FORM 12b-25
NOTIFICATION OF LATE FILING
CUSIP NUMBER
71941S-10-1
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 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 March 31,
2000 (the "March 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 30,
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 are 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 31 10-Q"),
the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (the "June
30 10-Q"), the Quarterly Report on Form 10-Q for the quarter ended September 30,
1999 (the "September 30, 1999 10-Q") and the Annual Report on Form 10-K for the
year ended December 31, 1999 (the "1999 10-K") on a timely basis. Additionally,
a major factor contributing to the Company's inability to file the 1999 10-K and
the March 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"). On March 27, 2000 and May 5, 2000, the Company filed with
the Commission Current Reports on Form 8-K that incorporate the Company's
Monthly Operating Reports for February and March 2000 filed with the Bankruptcy
Court. The Company will continue to file its Monthly Operating Reports with the
Commission under cover of Form 8-K.
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Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
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Michael Yeary (713) 629-5777
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(Name) (Area Code) (Telephone Number)
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(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 30, 1998 10-Q, the 1998 10-K, the March 31
10-Q, the June 30 10-Q, the September 30, 1999 10-Q and the 1999 10-K.
(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: May 16, 2000 By: /s/ Michael Yeary
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Michael Yeary
President and Chief Restructuring Officer
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Part IV - Attachment
As has been reported, on February 1, 2000 the Company filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code with the United
States Bankruptcy Court for the Northern District of Texas (the "Bankruptcy
Court"). Although the Company has not yet filed a plan of reorganization with
the Bankruptcy Court, the Company does not expect to have ongoing business
operations. However, the Company is prepared to resume services to any
affiliated practices and ambulatory surgical centers that cure their management
services agreement defaults, resume paying management fees and cooperate in
providing the Company financial and operating information. Nevertheless, the
Company considers the likelihood of this occurring to be highly unlikely.
Material pre-tax adjustments will be recorded by the Company for the years
ended December 31, 1998 and 1999 and the quarter ended March 31, 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 recent bankruptcy filing, the Company has not completed its financial
statements for the years ended December 31, 1998 and 1999 and the quarter ended
March 31, 2000.
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