-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UjNh3hVU+XcUha+cxzBS3ypF5nfAqfzaE59ro7FlNPEaaeDIZYO7p5iyyy/IffP2 QOGUja4jcRkHgmzrsZRJHA== 0000950123-04-002489.txt : 20040227 0000950123-04-002489.hdr.sgml : 20040227 20040227150407 ACCESSION NUMBER: 0000950123-04-002489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040225 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM HEALTH INC CENTRAL INDEX KEY: 0001086795 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 621562558 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-80337 FILM NUMBER: 04634737 BUSINESS ADDRESS: STREET 1: 1900 WINSTON RD CITY: KNOXVILLE STATE: TN ZIP: 37919 BUSINESS PHONE: 8003422898 MAIL ADDRESS: STREET 1: 1900 WINSTON RD CITY: KNOXVILLE STATE: TN ZIP: 37919 8-K 1 y94675e8vk.txt TEAM HEALTH, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 25, 2004 TEAM HEALTH, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TENNESSEE 333-80337 62-1562558 (State or other jurisdiction (Commission (IRS Employer Identification No.) of incorporation) File Number) 1900 WINSTON ROAD, KNOXVILLE, TN 37919 (Address of Principal Executive Offices, including Zip Code) (865) 693-1000 (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 9. REGULATION FD DISCLOSURE. Team Health, Inc. issued a press release announcing the commencement of a cash tender offer and consent solicitation for any and all of its $100.0 million aggregate principal amount of 12% Senior Subordinated Notes due 2009. A copy of the press release is attached hereto as Exhibit 99.1 The information in this Current Report on Form 8-K, including the attached exhibit, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing. 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. TEAM HEALTH, INC. (Registrant) /s/ Robert J. Abramowski ----------------------------------- Date: February 25, 2004 Robert J. Abramowski Executive Vice President of Finance and Administration 2 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION 99.1 Press Release issued by Team Health, Inc. on February 25, 2004.
3
EX-99.1 3 y94675exv99w1.txt PRESS RELEASE (TEAM HEALTH LOGO) Media Contact: FOR IMMEDIATE RELEASE John Lovallo Ogilvy Public Relations 212-880-5216 john.lovallo@ogilvypr.com TEAM HEALTH, INC. COMMENCES TENDER OFFER AND CONSENT SOLICITATION KNOXVILLE, Tenn., February 25, 2004 - Team Health, Inc. (the "Company") announced today that it has commenced a cash tender offer and consent solicitation (the "Offer") for any and all of its $100.0 million aggregate principal amount of 12% Senior Subordinated Notes due 2009 (CUSIP No. 87815VAC7) (the "Notes"). The Offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, March 22, 2004, unless extended or earlier terminated (the "Expiration Date"). The consent solicitation will expire at 5:00 p.m., New York City time, on Monday, March 8, 2004 (the "Consent Date"). Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes, which will eliminate substantially all of the restrictive covenants. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. Holders who validly tender their notes by the Consent Date will receive the total consideration of $1,082.50 per $1,000 principal amount of Notes (if such notes are accepted for purchase). Holders who validly tender their Notes after the Consent Date and prior to the Expiration Date will receive as payment for the Notes $1,062.50 per $1,000 principal amount of Notes (if such notes are accepted for purchase). In either case, Holders who validly tender their Notes also will be paid accrued and unpaid interest up to, but not including, the date of payment for the Notes (if such notes are accepted for purchase). In addition to the Offer, the Company intends to (i) consummate a private offering of a new series of senior subordinated notes, (ii) enter into new senior secured credit facilities, (iii) redeem its outstanding preferred stock and (iv) pay a dividend to holders of the Company's common stock (if approved by the Company's board of directors). We refer to these transactions, collectively, as the "Refinancing Transactions". The Offer is subject to the satisfaction of certain conditions, including the Company's receipt of tenders of Notes representing a majority of the principal amount of the Notes outstanding and the consummation of the Refinancing Transactions, and is expected to be financed by a combination of the new senior subordinated notes and borrowings under the new credit facilities. The Company currently plans to call for redemption, upon the closing of the new senior subordinated notes offering and the new credit facilities, in accordance with the terms of the indenture governing the Notes, all Notes that remain outstanding. The terms of the Offer are described in the Company's Offer to Purchase and Consent Solicitation Statement dated February 24, 2004, copies of which may be obtained from Georgeson Shareholder Communications. The Company has engaged J.P. Morgan Securities Inc. and Banc of America Securities LLC to act as dealer managers and solicitation agents in connection with the Offer. Questions regarding the Offer may be directed to J.P. Morgan Securities Inc., Chad Joplin, at (212) 270-1171 (collect) and Banc of America Securities LLC, High Yield Special Products, at (888)-292-0070 (toll-free) and (212)-847-5834 (collect). Requests for documentation may be directed to Georgeson Shareholder Communications, the information agent for the Offer, at (866) 399-8793 (toll-free) and (212) 440-9800. The announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated February 24, 2004. The Company will be issuing the new senior subordinated notes in a transaction that will not be and has not been registered under the Securities Act of 1933, as amended, or any state securities laws and the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security. -2-
-----END PRIVACY-ENHANCED MESSAGE-----