-----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, AGsq79rGdq3/yVaw9TsgnUxHzLdKlCxJ0XYJJPCP/dMs9O7xT66qJf8/Mfu5vGFx ggpuLU8FQtqt3T2PKniKpQ== 0000950144-97-000825.txt : 19970220 0000950144-97-000825.hdr.sgml : 19970220 ACCESSION NUMBER: 0000950144-97-000825 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970117 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970203 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19786 FILM NUMBER: 97516802 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 8-K 1 PHYCOR, INC. FORM 8-K 1 ================================================================================ 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 17, 1997 ------------------------------ PhyCor, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 0-19786 62-13344801 -------------- --------------- --------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification Incorporation) Number) 30 Burton Hills Boulevard Suite 400 Nashville, Tennessee 37215 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) (615) 665-9066 -------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ----------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Page 1 of 5 pages Exhibit Index located on Page 5 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On January 17, 1997, PhyCor, Inc., a Tennessee corporation ("PhyCor"), consummated the merger (the "Merger") of Straub Clinic & Hospital, Incorporated, a Hawaii professional corporation ("Straub"), with and into PhyCor with PhyCor being the surviving corporation, pursuant to an Amended and Restated Agreement of Merger, dated as of October 1, 1996, by and between PhyCor and Straub. Concurrently therewith, PhyCor of Hawaii, Inc., a Tennessee corporation and wholly-owned subsidiary of PhyCor ("Sub"), entered into a long-term service agreement (the "Service Agreement") with Straub Clinic & Hospital, Inc., a Hawaii professional corporation ("New Straub"). The shareholders of New Straub consist of the former shareholders of Straub. The consideration paid by PhyCor in connection with the Merger consisted of 266,192 shares of its Common Stock. As consideration for entering into the Service Agreement, PhyCor paid approximately $30.3 million in cash. The consideration for the Merger and execution of the Service Agreement was determined through arm's length negotiations between representatives of PhyCor and Straub. The factors considered included information with respect to the financial condition, assets, liabilities, businesses and operations of each company on both a historical and prospective basis, including financial information reflecting the two entities on a pro forma consolidated basis. PhyCor funded the cash paid pursuant to the Service Agreement through borrowings under its bank credit facility. PhyCor transferred the assets acquired through the Merger to Sub. Sub will use such assets to provide medical support services to New Straub pursuant to the terms of the Service Agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to provide the required financial statements at this time. The required financial statements will be filed as an amendment to this report as soon as practicable in accordance with Item 7(a)(4) of Form 8-K. (b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the required pro forma financial information at this time. The required pro forma financial information will be filed as an amendment to this report as soon as practicable in accordance with Item 7(a)(4) of Form 8-K. 2 3 (c) EXHIBITS. 2 Amended and Restated Agreement of Merger, dated as of October 1, 1996, by and between the Registrant and Straub (1) - --------------- (1) Incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-4, Registration No. 333-15459. 3 4 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. PHYCOR, INC. By: /s/ John K. Crawford ------------------------ John K. Crawford Vice President and Chief Financial Officer Date: January 31, 1997 4 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - ------- ----------------------- 2 -- Amended and Restated Agreement of Merger, dated as of October 1, 1996, by and between the Registrant and Straub (1) - --------------- (1) Incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-4, Registration No. 333-15459. 5 -----END PRIVACY-ENHANCED MESSAGE-----