-----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, AGnhg+sqbpkcI36wG+b7+b7gzzDSfK0Sy1Z2qBpuhTz3EHk2PzexfpOhd2q+VuIR f76p5sr3hdyqhEBcePTIpw== 0000950123-04-004306.txt : 20040406 0000950123-04-004306.hdr.sgml : 20040406 20040406160439 ACCESSION NUMBER: 0000950123-04-004306 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040330 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040406 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: 04720480 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 y95930be8vk.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): March 30, 2004 Team Health, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Tennessee 333-80337 62-1562558 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 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 completion 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 the 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: March 30, 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 March 30, 2004. Contact: John D. Lovallo Ogilvy Public Relations Worldwide 212-880-5216 john.lovallo@ogilvypr.com 3 EX-99.1 3 y95930bexv99w1.txt PRESS RELEASE [TEAM HEALTH LOGO] FOR IMMEDIATE RELEASE Contact: - --------------------- John D. Lovallo Ogilvy Public Relations Worldwide 212-880-5216 john.lovallo@ogilvypr.com Team Health, Inc. Completes Tender Offer and Consent Solicitation KNOXVILLE, Tenn., March 30, 2004 - Team Health, Inc. (the "Company") announced today that it has completed 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 expired at 12:00 midnight, New York City time, on Monday, March 22, 2004 (the "Expiration Date"). The consent solicitation expired at 5:00 p.m., New York City time, on Thursday, March 11, 2004 (the "Consent Date"). Holders tendering their Notes were required to consent to certain proposed amendments to the indenture governing the Notes, which eliminated substantially all of the restrictive covenants. Holders who validly tendered their notes by the Consent Date received the total consideration of $1,082.50 per $1,000 principal amount of Notes. Holders who validly tendered their Notes after the Consent Date and prior to the Expiration Date received as payment for the Notes $1,062.50 per $1,000 principal amount of Notes. Pursuant to the Offer, on March 23, 2004, the Company repurchased Notes with an aggregate principal amount of $91,750,000 for an aggregate purchase price of $99,539,041.70 (including the payment of the consent fee with respect to the Notes entitled to such fee). In addition to the Offer, on March 23, 2004, the Company (i) consummated a private offering of a new series of senior subordinated notes, (ii) entered into new senior secured credit facilities, (iii) redeemed its outstanding preferred stock and (iv) paid a dividend to holders of the Company's common stock. Upon the closing of these transactions, the Company issued a redemption notice calling for all of the Notes which were not purchased in the Offer (i.e., $8,250,000 principal amount) at a price equal to 108% of the principal amount thereof, plus accrued and unpaid interest to April 22, 2004 (the "Redemption Date"), or $9,011,750. The Company issued 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-----