-----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, KnIQiQ5CmUcLT6Aatz9YICh4BR67M2VTD90Cv17fQp5p5PlBFv3Zwtfw9w3Lus3f SkoxKi+sfW5jGnwRHFitKA== 0000930661-02-002223.txt : 20020627 0000930661-02-002223.hdr.sgml : 20020627 20020627143219 ACCESSION NUMBER: 0000930661-02-002223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020626 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCENTRA OPERATING CORP CENTRAL INDEX KEY: 0001098690 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 752822620 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15699 FILM NUMBER: 02688884 BUSINESS ADDRESS: STREET 1: 5080 SPECTRUM DRIVE STREET 2: SUITE-400 WEST TOWER CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 9723648000 MAIL ADDRESS: STREET 1: 5080 SPECTRUM DRIVE STREET 2: SUITE-400 WEST TOWER CITY: ADDISON STATE: TX ZIP: 75001 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 26, 2002 ------------------- CONCENTRA OPERATING CORPORATION (Exact name of Registrant as specified in its charter) Nevada 001-15699 75-2822620 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification Number) 5080 Spectrum Drive Suite 400 - West Tower 75001 Addison, Texas (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code: (972) 364-8000 Not Applicable (former address if changed since last report) Item 5. Other Events See the press release attached hereto as Exhibit 99.1 dated June 26, 2002, announcing Concentra Operating Corporation's intention to redeem $47.5 million of its 13% Series A and Series B Senior Subordinated Notes, the Company's borrowing of $55 million in a bridge loan facility to facilitate the redemption, and the modification of certain financial covenants under the Company's $475 million Senior Credit Facility. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of the Registrant dated June 26, 2002 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. CONCENTRA OPERATING CORPORATION (Registrant) By: /s/ Richard A. Parr II -------------------------------------------- Name: Richard A. Parr II Title: Executive Vice President, General Counsel & Secretary Date: June 27, 2002 INDEX TO EXHIBITS EXHIBIT NUMBER 99.1 Press Release of the Registrant dated June 26, 2002 EX-99.1 3 dex991.txt PRESS RELEASE EXHIBIT 99.1 [LOGO OF CONCENTRA] Contacts: Daniel J. Thomas Thomas E. Kiraly President and Executive Vice President and Chief Executive Officer Chief Financial Officer (972) 364-8111 (972) 364-8217 CONCENTRA OPERATING CORPORATION TO REDEEM $47.5 MILLION OF ITS 13% SENIOR SUBORDINATED NOTES ADDISON, Texas, June 26, 2002 - Concentra Operating Corporation ("Concentra") today announced that it intends to redeem $47.5 million of its 13% Series A and Series B Senior Subordinated Notes, pursuant to the provisions of the Indenture. The redemption represents 25% of the $190 million of currently outstanding notes, which were issued in 1999 in connection with Concentra's recapitalization. Concentra expects to complete the redemption on July 24, 2002. The holders affected by the redemption will be notified by the Trustee, the Bank of New York, as to the amounts to be redeemed from them, in accordance with the Indenture. To facilitate the redemption, Concentra's parent company, Concentra Inc., has borrowed $55 million in a bridge loan facility from Salomon Smith Barney and Credit Suisse First Boston. The bridge loan facility has been guaranteed by Concentra Inc.'s primary equity sponsor, Welsh Carson Anderson & Stowe. The proceeds of the loan have been contributed to Concentra as equity to fund the redemption and related transaction fees. The new debt has a term of two years and requires no cash interest payments until maturity. In addition to benefiting the Company by lowering its level of indebtedness, Concentra's redemption of the bonds will lower its interest expense and the consolidated interest expense of its parent corporation, Concentra Inc. Concentra chose to undertake this redemption in advance of the deadline of August 15, 2002 set forth in the Indenture for a transaction of this kind. "This refinancing step makes good financial sense for Concentra," said Daniel Thomas, President and Chief Executive Officer of Concentra. "It will reduce the amount of debt we will carry at the operating company level, assist us by lowering our total interest expense and will enhance the overall value of our firm." -MORE- Concentra Announces Debt Redemption Page 6 June 26, 2002 In connection with their approval of the bridge loan and redemption transactions, Concentra's lenders under its $475 million Senior Credit Facility have also approved modifications to Concentra's financial covenants which allow for more financial flexibility. These modifications provide for increased leverage and decreased interest coverage requirements for the periods beginning with the second quarter of 2002 and ending with the fourth quarter of 2004. Concentra Operating Corporation, the successor to and a wholly owned subsidiary of Concentra Inc., is the comprehensive outsource solution for containing healthcare and disability costs. Serving the occupational, auto and group healthcare markets, Concentra provides employers, insurers and payors with a series of integrated services which include employment-related injury and occupational health care, in-network and out-of-network medical claims review and re-pricing, access to specialized preferred provider organizations, first notice of loss services, case management and other cost containment services. This press release contains certain forward-looking statements, which the Company is making in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that the Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the potential adverse impact of governmental regulation on the Company's operations, changes in nationwide employment and workplace injury trends, interruption in its data processing capabilities, operational financing and strategic risks related to the Company's capital structure and growth strategy, possible fluctuations in quarterly and annual operations, possible legal liability for adverse medical consequences, competitive pressures, adverse changes in market conditions for the Company's services, and dependence on key management personnel. Additional factors include those described in the Company's filings with the Securities and Exchange Commission. -END- -----END PRIVACY-ENHANCED MESSAGE-----