-----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, Foh7QCK7YdAiTTZgg4xxOsa1BdFeLygOsdABdnhTIxcboIOYfaB9G20FA40GSOVw ex6lxvkKiq7p22u8KFQu+w== 0000864047-97-000162.txt : 19971222 0000864047-97-000162.hdr.sgml : 19971222 ACCESSION NUMBER: 0000864047-97-000162 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971219 SROS: NONE GROUP MEMBERS: A I M MANAGEMENT GROUP INC. GROUP MEMBERS: AMVESCAP PLC GROUP MEMBERS: AVZ, INC. GROUP MEMBERS: INVESCO PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHYCOR INC/TN CENTRAL INDEX KEY: 0000881400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621344801 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42410 FILM NUMBER: 97741287 BUSINESS ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: STE 400 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156659066 MAIL ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: STE 400 CITY: NASHVILLE STATE: TN ZIP: 37215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESCO PLC CENTRAL INDEX KEY: 0000864047 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 630780404 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11 DEVONSHIRE SQUARE CITY: LONDON EC2M 4YR STATE: X0 BUSINESS PHONE: 01144716263434 MAIL ADDRESS: STREET 1: 1315 PEACHTREE ST NE CITY: ALTANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO MIM PLC DATE OF NAME CHANGE: 19930519 SC 13G/A 1 Page 1 of 9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B) SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PhyCor, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 71940F100 - -------------------------------------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) / / *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Notes). Page 2 of 9 CUSIP No. 71940F100 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons AMVESCAP PLC No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 6,472,300 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 6,472,300 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,472,300 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 10.0% (12) Type of Reporting Person (See Instructions) H.C. Page 3 of 9 CUSIP No. 71940F100 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons AVZ, Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 6,472,300 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 6,472,300 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,472,300 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 10.0% (12) Type of Reporting Person (See Instructions) H.C. Page 4 of 9 CUSIP No. 71940F100 13G (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons A I M Management Group Inc. No. S.S. or I.R.S. Identification Number (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization England Number of Shares (5) Sole Voting Power Beneficially None Owned by (6) Shared Voting Power Each Reporting 6,472,300 Person With (7) Sole Dispositive Power None (8) Shared Dispositive Power 6,472,300 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 6,472,300 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / / (11) Percent of Class Represented by Amount in Row (9) 10.0% (12) Type of Reporting Person (See Instructions) H.C. Page 5 of 9 ITEM 1 (a) NAME OF ISSUER: PhyCor ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 30 Burton Hills Blvd Suite 400 Nashville, TN 37215 ITEM 2 (a) NAME OF PERSON(S) FILING: AMVESCAP PLC ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 11 Devonshire Square 11 Greenway Plaza London EC2M 4YR Suite 100 England Houston, TX 77046 ITEM 2 (c) CITIZENSHIP: Organized under the laws of England ITEM 2 (d) TITLE OF CLASS OF SECURITIES Common Stock ITEM 2 (e) CUSIP NUMBER: 71940F100 Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or Dealer registered under Section 15 of the Act. (b) / / Bank as defined in Section 3(a)(6) of the Act. (c) / / Insurance Company as defined in Section 3(a)(19) of the Act. (d) / / Investment Company registered under Section 8 of the Investment Company Act. (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) / / Employee Benefit Plan, Pension Fund which is subject to provisions of Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F). (g) /X/ Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G). (h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Page 6 of 9 ITEM 4 (a) - (c) OWNERSHIP: The information in items 1 and 5-11 on the cover pages (pp 2-6) of this statement on Schedule 13G is hereby incorporated by reference. The reporting persons expressly declare that the filing of this statement on Schedule 13G shall not be construed as an admission that they are, for the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owners of any securities covered by this statement. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS / / Not Applicable ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. The reporting persons hold the securities covered by this report on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. The interest of any such persons does not exceed 5% of the class of securities. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: X AVZ, Inc. - holding company in accordance with ---- Rule 13d-1(b)(ii)(G) X AMVESCAP Group Services, Inc. - holding company in accordance with Rule - ---- 13d 1(b)(ii)(G) X A I M Management Group Inc. - investment adviser registered under ---- Section 203 of the Investment Advisers Act of 1940. X A I M Advisors, Inc. - investment adviser registered under ---- Section 203 of the Investment Advisers Act of 1940. X A I M Capital Management, Inc. - investment adviser registered under ---- Section 203 of the Investment Advisers Act of 1940. Subsidiaries not indicated with (X) have acquired no shares of security being reported on. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP. Not applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not applicable. Page 7 of 9 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 16, 1997 - --------------------------------------------------------- (Date) /s/ Michael Perman - --------------------------------------------------------- Michael Perman, as Company Secretary for AMVESCAP PLC Page 8 of 9 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 16, 1997 - --------------------------------------------------------- (Date) /s/ David A. Hartley - --------------------------------------------------------- David A. Hartley, as Company Secretary for AVZ, Inc. Page 9 of 9 ITEM 10 CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 16, 1997 - --------------------------------------------------------- (Date) /s/ Carol F. Relihan - --------------------------------------------------------- Carol F. Relihan Vice President, Secretary and General Counsel A I M Management Group Inc.\ -----END PRIVACY-ENHANCED MESSAGE-----