-----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, GX4j3WPaBruVv8FAQ/GWdziVo2jyCTyjvm5OTOP86fqg/RLnEh1a2ElWUp7uyi+k BIBaZhSr09Un3g2K646mow== 0000950123-05-004358.txt : 20050412 0000950123-05-004358.hdr.sgml : 20050412 20050412082909 ACCESSION NUMBER: 0000950123-05-004358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050411 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050412 DATE AS OF CHANGE: 20050412 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: 05745178 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 y07744e8vk.txt TEAM HEALTH, INC. ================================================================================ UNITED STATES 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): April 11, 2005 TEAM HEALTH, INC. (Exact Name of Registrant As Specified In Charter) TENNESSEE 333-80337 62-1562558 (State or Other Jurisdiction of (Commission File (IRS Employer Identification Incorporation) Number) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Reference is made to the Indenture, dated as of March 23, 2004, by and among Team Health, Inc., the Guarantors listed on the signature pages thereto, and the Bank of New York, as Trustee (the "Indenture," filed as Exhibit 4.8 to Form 10-Q dated May 10, 2004). On April 11, 2005, the parties thereto amended the Indenture (the "First Supplemental Indenture") in order to conform the description of notes in the Indenture to the section entitled "Description of the Notes" in Team Health, Inc.'s Registration Statement and Prospectus on Form S-4 (File No. 333-115824), as amended by Amendment No. 1 filed on August 18, 2004, Amendment No. 2 filed on October 7, 2004 and Amendment No. 3 filed on November 8, 2004. A copy of the First Supplemental Indenture is filed herewith as an exhibit. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits filed pursuant to Item 1.01.
Exhibit No. Description - ----------- ----------- 4.11 First Supplemental Indenture, dated as of April 11, 2005 among Team Health, Inc., the Guarantors listed on the signature pages thereto, and the Bank of New York, as Trustee, to the Indenture dated as of March 23, 2004.
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: April 11, 2005 Robert J. Abramowski Executive Vice President of Finance and Administration 2 EX-4.11 2 y07744exv4w11.txt FIRST SUPPLEMENTAL INDENTURE TEAM HEALTH, INC. 9% SENIOR SUBORDINATED NOTES DUE 2012 FIRST SUPPLEMENTAL INDENTURE DATED AS OF APRIL 11, 2005 ---------------- SUPPLEMENTING INDENTURE DATED AS OF MARCH 23, 2004 ---------------- THE BANK OF NEW YORK TRUSTEE FIRST SUPPLEMENTAL INDENTURE, dated as of April 11, 2005 (this "Supplemental Indenture") among Team Health, Inc., a Tennessee corporation (the "Company"), each of the Guarantors listed on Schedule 1 hereto, as Guarantors, and The Bank of New York, a bank and trust company organized under the New York Banking Law, as trustee (the "Trustee"). WITNESSETH WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended and supplemented from time to time, the "Indenture"), dated as of March 23, 2004, providing for the creation and issuance of the Company's 9% Senior Subordinated Notes due 2012 (the "Notes"); WHEREAS, Section 9.01 of the Indenture provides that the Company, when authorized by a resolution of the Board of Directors, and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder of Notes to make any change that would provide any additional rights or benefits to the Holders of Notes; WHEREAS, the parties hereto are entering into this Supplemental Indenture to amend Section 4.09 of the Indenture to provide additional rights or benefits to the Holders of Notes; WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by a Board Resolution; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument enforceable in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery of this Supplemental Indenture have been in all respects duly authorized by the parties hereto. NOW, THEREFORE, in consideration of the above premises, each party hereto agrees, for the benefit of the other party and for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes, as follows: SECTION 1. DEFINITIONS. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, each term used herein shall have the meaning assigned to it in the Indenture. SECTION 2. AMENDMENTS TO THE INDENTURE. (a) The first paragraph of Section 4.09 of the Indenture is hereby deleted in its entirety and replaced with the following: "The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company or any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least (i) if the incurrence or issuance occurs on or prior to the second anniversary of the Issue Date, 2.0 to 1.0 and (ii) if the incurrence of issuance occurs thereafter, 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period." (b) Paragraph (i) of Section 4.09 of the Indenture is hereby deleted and replaced with the following: "the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness and letters of credit pursuant to the Senior Credit Facilities; provided that the aggregate amount of all Indebtedness then classified as having been incurred in reliance upon this clause (i) that remains outstanding under the Senior Credit Facilities after giving effect to such incurrence does not exceed an amount equal to $330.0 million less, to the extent a permanent repayment and/or commitment reduction is required thereunder as a result of such application, the aggregate amount of Net Proceeds applied to repayments under the Senior Credit Facilities in accordance with Section 4.10;" SECTION 3. CONCERNING THE TRUSTEE. The Trustee accepts the trusts of the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Indenture, as supplemented by this Supplemental Indenture, to which the parties hereto and the Holders from time to time of the Notes agree and, except as expressly set forth in the Indenture, shall incur no liability or responsibility in respect thereof. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. The Trustee makes no representation and shall have no responsibility as to the validity or sufficiency of this Supplemental Indenture. SECTION 4. MISCELLANEOUS. (a) The Company represents that except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. (b) All agreements of the Company in this Supplemental Indenture shall bind the Company's successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 3 (c) THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. (d) If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Supplemental Indenture or in the indenture by the TIA, the required provision shall control. (e) The titles and headings of the sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. (f) This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall represent one and the same agreement. (g) In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. 4 SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above. TEAM HEALTH, INC. By: /s/ Robert Abramowski --------------------------- Name: Robert Abramowski Title: Executive Vice President - Finance and Administration THE BANK OF NEW YORK, as Trustee By: /s/ Lee Ann Willis --------------------------- Name: Lee Ann Willis Title: Agent SCHEDULE 1 GUARANTORS DANIEL & YEAGER, INC. ROSENDORF, MARGUILES, BORUSHOK CHARLES L. SPRINGFIELD, INC. & SCHOENBAUM RADIOLOGY HERSCHEL FISCHER, INC. ASSOCIATES OF HOLLYWOOD, INC. TEAM HEALTH ANESTHESIA THE EMERGENCY ASSOCIATES FOR MANAGEMENT SERVICES, INC. MEDICINE, INC. KARL G. MANGOLD, INC. TH CONTRACTING MIDWEST, LLC PHYSICIAN INTEGRATION EMERGENCY PHYSICIAN ASSOCIATES, CONSULTING SERVICES, INC. INC. QUANTUM PLUS, INC. METROAMERICAN RADIOLOGY, INC. AMERICAN CLINICAL RESOURCES, INC. TEAM RADIOLOGY, INC. SPECTRUM CRUISE CARE, INC. EMERGENCY PROFESSIONAL SERVICES, SPECTRUM HEALTHCARE RESOURCES INC. OF DELAWARE, INC. ERIE SHORES EMERGENCY SPECTRUM HEALTHCARE RESOURCES, PHYSICIANS, INC. INC. REICH, SEIDELMANN & JANICKI CO. SPECTRUM HEALTHCARE SERVICES, CLINIC MANAGEMENT SERVICES, INC. INC. EMERGENCY COVERAGE SPECTRUM HEALTHCARE, INC. CORPORATION SPECTRUM PRIMARY CARE OF MED: ASSURE SYSTEMS, INC. DELAWARE, INC. SOUTHEASTERN EMERGENCY SPECTRUM PRIMARY CARE, INC. PHYSICIANS OF MEMPHIS, INC. AFTER HOURS PEDIATRIC, INC. SOUTHEASTERN EMERGENCY CORRECTIONAL HEALTHCARE PHYSICIANS, INC. ADVANTAGE, INC. TEAM ANESTHESIA, INC. CULLMAN EMERGENCY PHYSICIANS, TEAM HEALTH FINANCIAL SERVICES, INC. INC. DRS. SHEER, AHEARN & ASSOCIATES, ACCESS NURSE PM, INC. INC. NORTHWEST EMERGENCY PHYSICIANS, IMBS, INC. INCORPORATED INPHYNET CONTRACTING SERVICES, GREENBRIER EMERGENCY INC. PHYSICIANS, INC. INPHYNET HOSPITAL SERVICES, INC. HEALTH CARE ALLIANCE, INC. INPHYNET SOUTH BROWARD, INC. KELLY MEDICAL SERVICES MEDICAL MANAGEMENT RESOURCES, CORPORATION INC. PARAGON CONTRACTING SERVICES, MEDICAL SERVICES, INC. INC. MT. DIABLO EMERGENCY FISCHER MANGOLD PARTNERSHIP PHYSICIANS PARTNERSHIP PARAGON HEALTHCARE LIMITED TEAM HEALTH BILLING SERVICES, PARTNERSHIP L.P. TEAM HEALTH SOUTHWEST, L.P. 6 -----END PRIVACY-ENHANCED MESSAGE-----