-----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, NknCC9PJdypyFjFyMAE2t5XjTwe/3E9wJN1WCFHzRFzOycExXHU5tqxYPEfsv7E0 FzOlKL/yfricW/23zOQ2Ew== 0000950130-97-004757.txt : 19971103 0000950130-97-004757.hdr.sgml : 19971103 ACCESSION NUMBER: 0000950130-97-004757 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971019 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971031 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIANS HEALTH SERVICES INC CENTRAL INDEX KEY: 0000867098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 061116976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21098 FILM NUMBER: 97705715 BUSINESS ADDRESS: STREET 1: 120 HAWLEY LANE STREET 2: 1243 BROADRICK DRIVE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: 2033816400 8-K 1 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) October 19, 1997 ------------------------------- Physicians Health Services, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21098 06-1116976 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) One Far Mill Crossing, Shelton, Connecticut 06484 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 381-6400 --------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Exhibit Index at Page 5 -- Total # of Pages 8 -- Page 1 of 8 -- ITEM 5. Other Events - ------- ------------ On October 19, 1997, Physicians Health Services, Inc. ("PHS"), Foundation Health Systems, Inc. and PHS Acquisition Corp. entered into an Amendment No. 1 to Agreement and Plan of Merger by and among Foundation Health Systems, Inc., PHS Acquisition Corp. and Physicians Health Services, Inc., dated, May 8, 1997. A copy of the amendment is attached hereto as Exhibit 10(a). Page 2 of 8 -- Item 7. Financial Statements and Exhibits - ------- --------------------------------- Exhibit Number Description of Exhibit - -------------- ---------------------- 10(a) Amendment No. 1 to Agreement and Plan of Merger by and Among Foundation Health Systems, Inc., PHS Acquisition Corp. and Physicians Health Services, Inc. Page 3 of 8 -- 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. PHYSICIANS HEALTH SERVICES, INC. By: Robert L. Natt ----------------------------- President Date: October 31, 1997 Page 4 of 8 -- EXHIBIT INDEX -------------
Exhibit No. Description of Exhibit Sequential Page - ----------- ---------------------- --------------- 10(a) Amendment No. 1 to Agreement and Plan of Merger By and Among Foundation Health Systems, Inc., PHS Acquisition Corp. and Physicians Health Services, Inc.
Page 5 of 8 -- EX-10.(A) 2 AMENDMENT #1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1, dated as of October 19, 1997 (this "Agreement"), to --------- that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of ---------------- May 8, 1997, by and among Foundation Health Systems, Inc., a Delaware corporation ("Parent"), PHS Acquisition Corp., a Delaware corporation and a ------ wholly owned subsidiary of Parent ("Merger Sub"), and Physicians Health ---------- Services, Inc., a Delaware corporation (the "Company"). All capitalized terms ------- used herein and not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement. Notwithstanding anything to the contrary contained in the Merger Agreement, Parent, Merger Sub and the Company hereby acknowledge and agree as follows: 1. The first sentence of Section 1.2 of the Merger Agreement is hereby amended by deleting such sentence in its entirety and substituting therefor the following sentence: "Subject to the provisions of this Agreement, the Merger shall be consummated as promptly as practicable (and in any event within two business days) after satisfaction or, to the extent permitted hereunder, waiver of all of the conditions to each party's obligation to consummate the Merger contained in Article VI (the "First Available Effective Date"), ------------------------------ by duly filing an appropriate certificate of merger (the "Certificate of -------------- Merger"), in such form as is required by, and executed in accordance with, ------ the relevant provisions of Delaware Law; provided, that in the event that -------- the First Available Effective Date occurs prior to January 6, 1998, then at the request of Parent upon notice provided pursuant to Section 8.4 hereof, the Effective Date shall occur on a business day thereafter selected by Parent no later than January 6, 1998; provided, further, that in the event, -------- ------- pursuant to the request of Parent, the Effective Time (as defined below) does not occur on the First Available Effective Date, Section 3.8 of the Merger Agreement shall not be deemed to be breached as a result of any event occurring or arising after the First Available Effective Date." 2. Section 1.8(a) of the Merger Agreement is hereby amended by deleting such subsection in its entirety and substituting therefor the following subsection: "(a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 1.8(b) and Dissenting Shares (as defined in Section 2.1) shall be cancelled and extinguished and converted into the right to receive $28.25 in cash, without interest thereon (the "Merger Consideration"), -------------------- subject to Section 1.10" 3. Article I of the Merger Agreement is hereby amended by inserting therein a new Section 1.10 as follows: "1.10 Adjustment of Merger Consideration. Notwithstanding anything to the contrary set forth in Section 1.8(a) hereof, in the event that, at or prior to the Effective Time, the Company obtains each of the waivers and amendments described on Schedule 6.1 (in a form or forms reasonably satisfactory to Parent), then the Merger Consideration shall be increased by an amount equal to $1.00 to a total of $29.25." 4. Section 6.1(b) of the Merger Agreement is hereby amended by deleting such subsection in its entirety and substituting therefor the following subsection: "(b) Intentionally Omitted:" 5. Section 7.1(b) of the Merger Agreement is hereby amended by (i) deleting each reference to the date "December 31, 1997" and substituting therefor the date "March 31, 1998" and (ii) deleting the language in clause (i) following the first appearance of the phrase "set forth in Section 1.4" 6. Except as provided for in this Agreement, the Merger Agreement shall remain in full force and effect in accordance with its terms. 7. This Agreement will be effective immediately and only after obtaining the prior written consent of Greater Bridgeport Individual Practice Association, Inc. (the "Stockholder") pursuant to the terms of that ----------- certain Voting Trust Agreement, dated as of May 8, 1997 (the "Voting Trust ------------ Agreement"), by and among the Stockholder, the Company and the Voting Trustee - --------- (as defined in the Voting Trust Agreement). 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written. PHYSICIANS HEALTH SERVICES, INC. By: /s/ James L. Elrod, Jr. -------------------------------- Name: James L. Elrod, Jr. Title: Executive Vice President FOUNDATION HEALTH SYSTEMS, INC. By: /s/ Jay M. Gellert -------------------------------- Name: Jay M. Gellert Title: President and Chief Operating Officer PHS ACQUISITION CORP. By: /s/ B. Curtis Westen -------------------------------- Name: B. Curtis Westen Title: Vice President and Secretary The undersigned hereby confirms its prior consent to the forgoing Amendment No. 1 in accordance with Section 7(b) of the Voting Trust Agreement, dated as of May 8, 1997, by and amoung the undersigned, the Company and American Stock Transfer & Trust Company, as Voting Trustee. Dated: October 22, 1997 GREATER BRIDGEPORT INDIVIDUAL PRACTICE ASSOCIATION, INC. By: /s/ Joshua Twersky -------------------------- Name: Joshua Twersky, M.D. Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----