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): July 16, 2003

CONCENTRA OPERATING CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	001-15699	75-2822620
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
5080 Spectrum Drive Suite 400—West Tower Addison, Texas		75001 (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 7. Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release of the Registrant dated July 16, 2003

Item 9. Regulation FD Disclosure

See the press release attached hereto as Exhibit 99.1 dated July 16, 2003, announcing Concentra Operating Corporation’s consideration of the commencement of a Rule 144A offering of $150 million principal amount of senior subordinated notes due 2010 and the refinancing of its senior credit facility.

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: July 17, 2003

INDEX TO EXHIBITS

EXHIBIT NUMBER
99.1	Press Release of the Registrant dated July 16, 2003

EX-99.1

EXHIBIT 99.1

[LOGO OF CONCENTRA]

Contacts:	Daniel J. Thomas	Thomas E. Kiraly
	Chief Executive Officer	Executive Vice President and
	(972) 364-8111	Chief Financial Officer
		(972) 364-8217

CONCENTRA ANNOUNCES PROPOSED

REFINANCING OF INDEBTEDNESS

ADDISON, Texas, July 16, 2003 – Concentra Operating Corporation (“Concentra” or “the Company”) today announced that it is considering the commencement of a Rule 144A offering of $150 million principal amount of senior subordinated notes due 2010 and a re-financing of its existing senior credit facility. Subject to acceptable market and interest rate conditions, the Company anticipates completing these financing transactions during the third quarter of 2003.

The senior subordinated notes would be general unsecured obligations of the Company and would be subordinated to all existing and future senior debt of the Company and pari passu with the Company’s existing 13% senior subordinated notes due 2009. The new senior credit facility will replace the Company’s existing revolver and term loan facilities.

The Company intends to use the net proceeds of the private offering and borrowings under the new senior credit facility, together with cash on hand, to repay and retire the remaining principal and credit extended under its existing senior credit facility, to retire certain interest rate hedge agreements, and to redeem a portion of the principal and accreted interest of the Senior Discount Debentures due 2010 of Concentra Inc., its parent corporation. As contemplated, these transactions would result in approximately the same or lower cash interest expense and an extension of average maturities of the Company’s debt.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The securities to be offered will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Concentra, headquartered in Addison, Texas, the successor to and a wholly owned subsidiary of Concentra Inc., provides services designed to contain healthcare and disability costs and serves the occupational, auto and group healthcare markets.

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Concentra Announces Proposed Refinancing Of Indebtedness

Page 2

July 16, 2003

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, completion and strategic risks related to the Company’s capital structure, planned refinancing of indebtedness, 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, inability to complete planned acquisitions and dependence on key management personnel. Additional factors include those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events, or otherwise.

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