-----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, ENJdffUhuZlG9/t1P+0u9PV2Zp61aios7gONQoHJuagsXsROdYNpN869bHvaZU4K Q+TxjZDqZbyGY5/1+62SsA== 0000940180-98-001240.txt : 19981229 0000940180-98-001240.hdr.sgml : 19981229 ACCESSION NUMBER: 0000940180-98-001240 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981228 GROUP MEMBERS: WARBURG PINCUS EQUITY PARTNERS LP GROUP MEMBERS: WARBURG, PINCUS & CO. GROUP MEMBERS: WARBURG, PINCUS & CO., LLC 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 13D SEC ACT: SEC FILE NUMBER: 005-42410 FILM NUMBER: 98776359 BUSINESS ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: STE 400 CITY: NASHVILLE STATE: TN ZIP: 37015 BUSINESS PHONE: 6156659066 MAIL ADDRESS: STREET 1: 30 BURTON HILLS BLVD STREET 2: STE 400 CITY: NASHVILLE STATE: TN ZIP: 37015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001075598 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVE. CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Phycor, Inc. --------------------------------------------- (Name of Issuer) Common Stock, no par value --------------------------------------------- (Title of Class of Securities) 71940F10 --------------------------------------------- (CUSIP Number of Class of Securities) Patrick T. Hackett E.M. Warburg, Pincus & Co., LLC 466 Lexington Avenue New York, New York 10017 (212) 878-0600 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Steven J. Gartner Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 (212) 728-8000 December 17, 1998 --------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following: [_] SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 71940F10 PAGE 2 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORT PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus Equity Partners, L.P. I.D. # 13- 3986317 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 5,485,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 5,485,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 11 5,485,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 7.20% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 71940F10 PAGE 3 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORT PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus & Co. I.D # 13- 6358475 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 New York - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 5,583,323 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 5,583,323 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 11 5,583,323 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 7.33% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 71940F10 PAGE 4 OF 11 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORT PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON E.M. Warburg, Pincus & Co., LLC I.D. # 13- 3536050 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 New York - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 5,485,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 5,485,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 11 5,485,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 7.20% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 00 - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Schedule 13D is being filed on behalf of Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus & Co., a New York general partnership ("WP"), and E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW"), relating to the common stock, no par value, of Phycor, Inc., a Tennessee corporation (the "Company"). Unless the context otherwise requires, references herein to the "Common Stock" are to the Common Stock of Phycor, Inc., no par value. ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Common Stock of the Company, and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the principal executive offices of the Company is 30 Burton Hills Boulevard, Suite 400, Nashville, Tennessee, 37215. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by WPEP, WP and EMW (collectively, the "Reporting Entities"). The sole general partner of WPEP is WP. EMW manages WPEP. Lionel I. Pincus is the managing partner of WP and the managing member of EMW and may be deemed to control both WP and EMW. WP has a 20% interest in the profits of WPEP as the general partner. The general partners of WP and the members of EMW are described in Schedule I hereto. (b) The address of the principal business and principal office of each of the Reporting Entities is 466 Lexington Avenue, New York, New York 10017. 5 of 11 (c) The principal business of WPEP is that of a partnership engaged in making venture capital and related investments. The principal business of WP is acting as general partner of WPEP, Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures, L.P., Warburg Pincus Investors, L.P., and Warburg, Pincus Capital Company, L.P. The principal business of EMW is acting as manager of WPEP, Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures, L.P., Warburg, Pincus Investors, L.P., and Warburg, Pincus Capital Company, L.P. (d) None of the Reporting Entities, nor, to the best of their knowledge, any of the directors, executive officers, general partners or members referred to in paragraph (a) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Entities nor, to the best of their knowledge, any of the directors, executive officers, general partners or members referred to in paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Except as otherwise indicated on Schedule I hereto, each of the individuals referred to in paragraph (a) above is a United States citizen. 6 of 11 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The total amount of funds required by WPEP to purchase the Common Stock was $29,354,824.00 and was furnished from the working capital of WPEP. ITEM 4. PURPOSE OF TRANSACTION. The purchases by WPEP of Common Stock were effected because of the Reporting Entities' belief that the Company represented, and that the Company continues to represent, an attractive investment. WP has followed the Company and the industry for many years. WP views the investment as attractive based on the Company's business prospects and strategy, and is very supportive of the management team and its ability to execute this strategy. The Reporting Entities may from time to time acquire shares of Common Stock or dispose of shares of Common Stock through open market or privately negotiated transactions or otherwise, depending on existing market conditions and other considerations discussed below. The Reporting Entities intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of shares of Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Entities, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time not to increase, or to decrease, the size of their investment in the Company. Except as set forth above, none of the Reporting Entities nor, to the best of their knowledge, any person listed in Schedule I 7 of 11 hereto, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, By-Laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of December 27, 1998, WPEP and EMW beneficially owned 5,485,000 shares of Common Stock. As of December 27, 1998, WP beneficially owned 5,583,323 shares of Common Stock. Of the shares beneficially owned by WP, 98,323 are shares held by advisory 8 of 11 accounts managed by Warburg Pincus Asset Management, Inc. ("WPAM") on a discretionary basis. WPAM is controlled by WP. These shares were received as distributions to certain investment advisory accounts from unaffiliated entities in which such accounts were invested. By reason of their respective relationships with WPEP, each of the Reporting Entities may be deemed under Rule 13d-3 under the Exchange Act to own beneficially all of the shares of Common Stock which WPEP beneficially owns. As of December 27, 1998, 5,485,000 shares of Common Stock represented approximately 7.20% of the outstanding shares of Common Stock, based on the 76,154,048 shares of Common Stock outstanding as of November 13, 1998, as reported by the Company in their Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. As of December 27, 1998, the 5,583,323 shares of Common Stock beneficially owned by WP represented approximately 7.33% of the outstanding shares of Common Stock. (b) Each of the Reporting Entities has sole power to dispose or to direct the disposition with respect to the 5,485,000 shares and all shares acquired by WPEP. As the controlling shareholder of WPAM, WP has the power to dispose or to direct the disposition with respect to the 98,323 shares of Common Stock held by WPAM. (c) Reflected on Schedule II hereto are the transactions during the last sixty days which were effected by the Reporting Entities or by any of the persons set forth on Schedule I hereto. (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the 9 of 11 receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Entities have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto. Except as referred to above, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company. By virtue of the relationships among the Reporting Entities as described in Item 2, the Reporting Entities may be deemed to be a "group" under the Federal securities laws. Lionel I. Pincus disclaims any beneficial ownership of the shares of Common Stock reported herein as being beneficially owned by the Reporting Entities. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement, dated as of December 28, 1998, by and among the Reporting Entities. 10 of 11 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 28, 1998 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Stephen Distler ----------------------------- Partner Dated: December 28, 1998 WARBURG, PINCUS & CO. By: /s/ Stephen Distler ----------------------------- Partner Dated: December 28, 1998 E.M. WARBURG, PINCUS & CO., LLC By: /s/ Stephen Distler ----------------------------- Member SCHEDULE I Set forth below is the name, position and present principal occupation of each of the general partners of Warburg, Pincus & Co. ("WP") and each of the members of E.M. Warburg, Pincus & Co., LLC ("EMW"). The sole general partner of Warburg, Pincus Equity Partners, L.P. ("WPEP") is WP. WP, EMW and WPEP are hereinafter collectively referred to as the "Reporting Entities." Except as otherwise indicated, the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States. General Partners of WP ---------------------- Present Principal Occupation in Addition to Position with WP, and Positions with the Name Reporting Entities - ---- -------------------------------------------- Joel Ackerman Managing Director and Member, EMW Susan Black Managing Director and Member, EMW Christopher W. Brody Managing Director and Member, EMW Harold Brown Senior Managing Director and Member, EMW Errol M. Cook Managing Director and Member, EMW W. Bowman Cutter Managing Director and Member, EMW Elizabeth B. Dater Managing Director and Member, EMW Stephen Distler Managing Director, Member and Treasurer, EMW Harold W. Ehrlich Managing Director and Member, EMW S-1 John L. Furth Managing Director and Member, EMW Stewart K.P. Gross Managing Director and Member, EMW Patrick T. Hackett Managing Director and Member, EMW Jeffrey A. Harris Managing Director and Member, EMW William H. Janeway Managing Director and Member, EMW Douglas M. Karp Managing Director and Member, EMW Charles R. Kaye Managing Director and Member, EMW Henry Kressel Managing Director and Member, EMW Joseph P. Landy Managing Director and Member, EMW Sidney Lapidus Managing Director and Member, EMW Kewsong Lee Managing Director and Member, EMW Reuben S. Leibowitz Managing Director and Member, EMW S. Joshua Lewis Managing Director and Member, EMW David E. Libowitz Managing Director and Member, EMW Brady T. Lipp Managing Director and Member, EMW Stephen J. Lurito Managing Director and Member, EMW Spencer S. Marsh III Managing Director and Member, EMW Lynn S. Martin Managing Director and Member, EMW S-2 Edward J. McKinley Managing Director and Member, EMW Rodman W. Moorhead III Senior Managing Director and Member, EMW Maryanne Mullarkey Managing Director and Member, EMW Howard H. Newman Managing Director and Member, EMW Gary D. Nusbaum Managing Director and Member, EMW Sharon B. Parente Managing Director and Member, EMW Dalip Pathak Managing Director and Member, EMW Daphne D. Philipson Managing Director and Member, EMW Lionel I. Pincus Chairman of the Board, CEO, and Managing Member, EMW; and Managing Partner, Pincus & Co. Eugene L. Podsiadlo Managing Director and Member, EMW Ernest H. Pomerantz Managing Director and Member, EMW Brian S. Posner Managing Director and Member, EMW Arnold M. Reichman Managing Director and Member, EMW Roger Reinlieb Managing Director and Member, EMW John D. Santoleri Managing Director and Member, EMW Steven G. Schneider Managing Director and Member, EMW Sheila N. Scott Managing Director and Member, EMW S-3 Harold Sharon Managing Director and Member, EMW Eugene J. Siembieda Managing Director and Member, EMW James E. Thomas Managing Director and Member, EMW John L. Vogelstein Vice Chairman of the Board and Member, EMW Elizabeth H. Weatherman Managing Director and Member, EMW John A. Zaro, III Managing Director and Member, EMW Pincus & Co.* NL & Co.** * New York limited partnership; its primary activity is ownership interest in WP and EMW. ** New York limited partnership; its primary activity is ownership interest in WP. S-4 MEMBERS OF EMW -------------- Present Principal Occupation in Addition to Position with EMW, and Positions with the Name Reporting Entities - ---- ------------------------------------------- Joel Ackerman Partner, WP Susan Black Partner, WP Christopher W. Brody Partner, WP Harold Brown Partner, WP Dale C. Christensen(1) Errol M. Cook Partner, WP W. Bowman Cutter Partner, WP Elizabeth B. Dater Partner, WP Stephen Distler Partner, WP P. Nicholas Edwards(2) Partner, WP Harold W. Ehrlich Partner, WP John L. Furth Partner, WP Stewart K.P. Gross Partner, WP Patrick T. Hackett Partner, WP Jeffrey A. Harris Partner, WP William H. Janeway Partner, WP Douglas M. Karp Partner, WP Charles R. Kaye Partner, WP Richard H. King(2) Henry Kressel Partner, WP Joseph P. Landy Partner, WP Sidney Lapidus Partner, WP S-5 Kewsong Lee Partner, WP Reuben S. Leibowitz Partner, WP S. Joshua Lewis Partner, WP David E. Libowitz Partner, WP Brady T. Lipp Partner, WP Stephen J. Lurito Partner, WP John W. MacIntosh(1) Spencer S. Marsh III Partner, WP Lynn S. Martin Partner, WP Edward J. McKinley Partner, WP Rodman W. Moorhead III Partner, WP Maryanne Mullarkey Partner, WP Howard H. Newman Partner, WP Gary D. Nusbaum Partner, WP Sharon B. Parente Partner, WP Dalip Pathak Partner, WP Daphne D. Philipson Partner, WP Lionel I. Pincus Managing Partner, WP; Chairman of the Board and CEO, EMW; Managing Partner, Pincus & Co. Eugene L. Podsiadlo Partner, WP Ernest H. Pomerantz Partner, WP Brian S. Posner Partner, WP Arnold M. Reichman Partner, WP Roger Reinlieb Partner, WP John D. Santoleri Partner, WP Steven G. Schneider Partner, WP Sheila N. Scott Partner, WP S-6 Harold Sharon Partner, WP Dominic H. Shorthouse(2) Eugene J. Siembieda Partner, WP Chang Q. Sun(3) James E. Thomas Partner, WP John L. Vogelstein Partner, WP Elizabeth H. Weathermen Partner, WP Jeremy S. Young(2) John A. Zaro, III Partner, WP Pincus & Co.* (1) Citizen of Canada (2) Citizen of United Kingdom (3) Citizen of People's Republic of China * New York limited partnership; its primary activity is ownership interest in WP and EMW. S-7 SCHEDULE II ----------- Recent Purchases and Sales of the Common Stock of Phycor, Inc. by Warburg, Pincus Equity Partners, L.P. Name of Number of Shares Unit Price Date of Trade ------- --------------- ---------- ------------- Purchaser Purchased - ---------- ---------- WPEP 147,500 $4.6875 12/16/98 WPEP 52,500 $4.6875 12/16/98 WPEP 25,000 $4.6875 12/17/98 WPEP 150,000 $4.7292 12/17/98 WPEP 50,000 $4.9563 12/18/98 WPEP 600,000 $5.0938 12/18/98 WPEP 25,000 $5.0625 12/18/98 WPEP 75,000 $5.0625 12/18/98 WPEP 140,000 $5.5670 12/21/98 WPEP 75,000 $5.5729 12/21/98 WPEP 85,000 $5.0550 12/22/98 WPEP 140,000 $5.0335 12/22/98 WPEP 160,000 $5.0625 12/22/98 WPEP 25,000 $4.9375 12/22/98 WPEP 25,000 $5.1250 12/23/98 WPEP 40,000 $5.1563 12/23/98 WPEP 120,000 $5.5781 12/23/98 WPEP 50,000 $5.6250 12/24/98 S-8 Recent Acquisitions of the Common Stock of Phycor, Inc. by Warburg Pincus Asset Management, Inc.* NAME OF PURCHASER Number of Shares Unit Price Date of Trade - ----------------- ---------------- ---------- ------------- Purchased --------- WPAM 22,936 $5.6250 12/07/98 WPAM 7,644 $5.3125 12/08/98 _______________ * Shares held by advisory accounts managed by Warburg Pincus Asset Management, Inc. on a discretionary basis. Warburg Pincus Asset Management, Inc. is controlled by Warburg, Pincus & Co. These shares were received as distributions to certain investment advisory accounts from unaffiliated entities in which such accounts were invested. S-9 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock of Phycor, Inc. is, and any amendment therto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: December 28, 1998 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg, Pincus & Co., General Partner By: /S/ Stephen Distler ------------------- Partner WARBURG, PINCUS & CO. By: /S/ Stephen Distler ------------------- Partner E.M. WARBURG, PINCUS & CO., LLC By: /S/ Stephen Distler ------------------- Member S-10 -----END PRIVACY-ENHANCED MESSAGE-----