8-K

UNITED STATES

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): January 6, 2005

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 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:

¨ 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 7.01. Regulation FD Disclosure.

On January 6, 2005, Concentra Operating Corporation issued a press release announcing the final results of its offer to exchange $155,000,000 aggregate principal amount of its outstanding 9 ¹/8% Senior Subordinated Notes due 2012 for $155,000,000 aggregate principal amount of its 9 ¹/8% Senior Subordinated Notes due 2012 that have been registered under the Securities Act of 1933. 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 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release of the Registrant dated January 6, 2005.

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: January 7, 2005

EX-99.1

Exhibit 99.1

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 ANNOUNCES SUCCESSFUL COMPLETION

OF EXCHANGE OFFER FOR SENIOR SUBORDINATED NOTES

Addison, Texas, January 6, 2005 – Concentra Operating Corporation (the “Company”) today announced the final results of its offer to exchange (the “Exchange Offer”) $155,000,000 aggregate principal amount of its outstanding 9 ¹/8%Senior Subordinated Notes due 2012 (the “Old Notes”) for $155,000,000 aggregate principal amount of its 9 ¹/8%Senior Subordinated Notes due 2012 (the “New Notes”), which have been registered under the Securities Act of 1933.

The Exchange Offer expired today at 5:00 p.m., New York City time. Based on the final count by the exchange agent, 100% of the $155,000,000 aggregate principal amount of the outstanding Old Notes was tendered for exchange.

This release shall not constitute an offer or a solicitation of an offer to exchange these securities. The Exchange Offer has and will only be made by the Exchange Offer Prospectus.

Concentra Operating Corporation, 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 repricing, access to specialized preferred provider organizations, first notice of loss services, case management and other cost containment services. Concentra provides its services to over 135,000 employer locations and more than 3,700 insurance companies, health plans and third party administrators nationwide.

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