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): May 26, 2004

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
(Address of principal executive offices)	(Zip code)

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 May 26, 2004

Item 9. Regulation FD Disclosure

On May 26, 2004, Concentra Operating Corporation issued a press release announcing that it has entered into an agreement to sell $155 million aggregate principal amount of its 9.125% Senior Subordinated Notes due 2012, in accordance with Securities and Exchange Commission Rule 144A and Regulation S. The Senior Subordinated Notes were priced at 98.613% of par to yield 9.375% to maturity. A copy of this press release is being furnished as an Exhibit 99.1 to this report.

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report furnished pursuant to Item 9 (including the exhibits hereto) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section.

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: May 26, 2004

INDEX TO EXHIBITS

EXHIBIT NUMBER
99.1	Press Release of the Registrant dated May 26, 2004

EX-99.1

Exhibit 99.1

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 PRICING OF SENIOR SUBORDINATED NOTE FINANCING

ADDISON, Texas, May 26, 2004 – Concentra Operating Corporation (“Concentra” or “the Company”) today announced that it has entered into an agreement to sell $155 million aggregate principal amount of its 9.125% Senior Subordinated Notes due 2012, in accordance with Securities and Exchange Commission Rule 144A and Regulation S. The Senior Subordinated Notes were priced at 98.613% of par to yield 9.375% to maturity. The offering is expected to close on June 8, 2004, at the same time as the closing of the amendment of the Company’s existing Senior Credit Agreement under which the Company will incur an additional $70 million of term debt.

The Senior Subordinated Notes will be general unsecured obligations of the Company, will be subordinated to all existing and future senior debt of the Company and will rank pari passu with the Company’s existing 9 ¹/2% Senior Subordinated Notes due 2010 and 13% Senior Subordinated Notes due 2009. The additional $70.0 million in term loans will bear the same covenants and maturity dates as established in the Company’s existing Senior Credit Agreement.

The Company intends to use the net proceeds of the offering and additional borrowings under the amended Senior Credit Agreement, together with approximately $43 million of cash on hand, to fund its previously announced tender offer and consent solicitation for all of its outstanding 13% Senior Subordinated Notes due 2009, to redeem any un-tendered 13% Senior Subordinated Notes, to declare a dividend of up to $98.3 million to Concentra Inc., its parent corporation and to pay associated fees and expenses. The Company also expects to expense approximately $15 million in debt termination costs and up to $3 million in equity instrument adjustments and other compensatory costs incurred in connection with the transactions.

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 have not been 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 Pricing of Senior Subordinated Notes Financing

Page 2

May 26, 2004

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, tender offer, 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. 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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