-----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, CKi8moaNh18KFCVZaIjTWmJe8pRg45I3n5XSPSVHW8XdL3twWl4Sd/Yz986VTF18 CGIA2xGRjP5fSWio08wRRQ== 0000950142-99-000025.txt : 19990112 0000950142-99-000025.hdr.sgml : 19990112 ACCESSION NUMBER: 0000950142-99-000025 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990111 GROUP MEMBERS: FW PHYSICIANS INVESTORS, L.P. GROUP MEMBERS: GROUP 31, INC. GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: KEYSTONE INC ET AL GROUP MEMBERS: KEYSTONE, INC. GROUP MEMBERS: ROBERT M. BASS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIAN RELIANCE NETWORK INC CENTRAL INDEX KEY: 0000930610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 752495107 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46063 FILM NUMBER: 99504477 BUSINESS ADDRESS: STREET 1: 5420 LBJ FREEWAY STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9723928700 MAIL ADDRESS: STREET 1: 5420 LBJ FREEWAY STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE INC ET AL CENTRAL INDEX KEY: 0000924069 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Physician Reliance Network, Inc. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 71940G108 (Cusip Number) J. Taylor Crandall 201 Main Street Fort Worth, Texas 76102 (817) 390-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 8, 1999 (Date of Event which Requires Filing of this Statement) 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 box [ ]. * 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 disclosures provided in a prior cover page. The information required on 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 the Notes). **The total number of shares reported herein is 3,296,000 shares, which constitutes approximately 6.4% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 51,403,943 shares outstanding. 1. Name of Reporting Person: Keystone, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 493,500 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 493,500 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 493,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: [ ] 13. Percent of Class Represented by Amount in Row (11): 1.0% 14. Type of Reporting Person: CO - ------------------- (1) Power is exercised through its President and sole director, Robert M. Bass. 1. Name of Reporting Person: Robert M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 493,500 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 493,500 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 493,500 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: [ ] 13. Percent of Class Represented by Amount in Row (11): 1.0% 14. Type of Reporting Person: IN - ------------------- (1) Solely in his capacity as President and sole director of Keystone, Inc. 1. Name of Reporting Person: FW Physicians Investors, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 2,802,500 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,802,500 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,802,500 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: [ ] 13. Percent of Class Represented by Amount in Row (11): 5.5% 14. Type of Reporting Person: PN - ------------------- (1) Power is exercised by its sole general partner, Group 31, Inc. 1. Name of Reporting Person: Group 31, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 2,802,500 (1)(2) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,802,500 (1)(2) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,802,500 (2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: [ ] 13. Percent of Class Represented by Amount in Row (11): 5.5% 14. Type of Reporting Person: IN - ------------------- (1) Power is exercised by its President, J. Taylor Crandall. (2) Solely in its capacity as the sole general partner of FW Physicians Investors, L.P. 1. Name of Reporting Person: J. Taylor Crandall 2. Check the Appropriate Box if a Member of a Group: (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ] 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 2,802,500 (1) Number of Units Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 2,802,500 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,802,500 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units: [ ] 13. Percent of Class Represented by Amount in Row (11): 5.5% 14. Type of Reporting Person: IN - ------------------- (1) Solely in his capacity as the President of Group 31, Inc. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated May 5, 1997 (the "Schedule 13D"), relating to the common stock, no par value, of Physician Reliance Network, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13D. Item 1. Security and Issuer. No material change. Item 2. Identity and Background. No material change. Item 3. Source and Amount of Funds or Other Consideration. No material change. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following between the first and second paragraphs thereof: The Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated December 11, 1998, by and among the Issuer, American Oncology Resources, Inc. ("American Oncology"), and Diagnostics Acquisition, Inc. ("Diagnostics"), a wholly owned subsidiary of American Oncology, under which Diagnostics will merge with and into the Issuer (the "Merger"). In connection with the Merger, each of Keystone, FW Investors and J. Taylor Crandall (collectively, the "Affiliates"), on January 8, 1999, delivered to American Oncology an Affiliate Agreement, dated January 5, 1999 (the "Affiliate Agreement"). The form of the Affiliate Agreement is attached hereto as Exhibit 99.2, and is incorporated herein by reference. The Affiliate Agreement contains, among other things, certain provisions which relate to: (i) the disposition by the Affiliates of currently held Stock and of shares of common stock in American Oncology (the "American Oncology Stock"), (ii) the disposition of American Oncology Stock received by the Affiliates in connection with the Merger (the "Merger Shares"), and (iii) the voting of Stock in favor of the Merger, and the prohibition against entering into agreements that are inconsistent with the Affiliate Agreement. These provisions are described in greater detail in "Item 6 - Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." Item 5. Interest in Securities of the Issuer. No material change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended and restated in its entirety to read as follows: Attached hereto as Exhibit 99.2 is the form of the Affiliate Agreement. The Affiliate Agreement is incorporated herein by reference, and the following summary is qualified in its entirely by reference to the Affiliate Agreement. Except as set forth herein or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships with respect to Stock owned by the Reporting Persons. In the summary, capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Affiliate Agreement. SUMMARY OF AFFILIATE AGREEMENT RESTRICTIONS ON TRANSFER The Affiliates have agreed not to sell, transfer or otherwise dispose of any Stock held by them during the period commencing 30 days before the Merger becomes effective (the "Effective Time") and ending at the earlier of the Effective Time and the termination of the Merger Agreement. The Affiliates have also agreed not to sell, transfer or otherwise dispose of American Oncology Stock owned by them after the Effective Time, unless financial statements have been published that include at least 30 days of the combined operations of the Issuer and American Oncology, or the Affiliates first deliver to American Oncology an opinion from PricewaterhouseCoopers LLP, or a no-action letter from the Securities and Exchange Commission (the "SEC"), to the effect that such disposition will not cause the Merger not to be treated as a "pooling of interests." In addition, the Affiliates have agreed not to make any disposition of Merger Shares in violation of the United States Securities Act of 1933, as amended (the "Securities Act"). The Affiliates have also agreed that, since they may be deemed to be affiliates of the Issuer at the time the Merger is submitted for a vote of the Issuer's stockholders, they may only sell the Merger Shares under an effective registration statement or exemption under the Securities Act, or in accordance with Rule 145 of the SEC under the Securities Act. VOTING AGREEMENTS The Affiliates have agreed that at any applicable meeting of the Issuer's stockholders, they will vote all voting shares of capital stock held by them in the Issuer in favor of the Merger and the Merger Agreement. The Affiliates have also agreed that, prior to the termination of the Affiliate Agreements, they will not enter into any agreement or understanding that is inconsistent with the Affiliate Agreement. Item 7. Material to be Filed as Exhibits. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii). Exhibit 99.2 -- Form of Affiliate Agreement, dated January 5, 1999. 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. DATED: January 8, 1999 KEYSTONE, INC. By: /s/ W.R. Cotham --------------- W.R. Cotham, Vice President /s/ W.R. Cotham --------------- W. R. COTHAM Attorney-in-Fact for: Robert M. Bass (1) FW PHYSICIANS INVESTORS, L.P. By: Group 31, Inc., General Partner By: /s/ W.R. Cotham --------------- W.R. Cotham, Vice President GROUP 31, INC. By: /s/ W.R. Cotham --------------- W.R. Cotham, Vice President /s/ J. Taylor Crandall ---------------------- J. TAYLOR CRANDALL (1) A Power of Attorney authorizing W. R. Cotham, et al., to and on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. KEYSTONE, INC. By: /s/ W.R. Cotham --------------- W.R. Cotham, Vice President /s/ W.R. Cotham --------------- W. R. COTHAM Attorney-in-Fact for: Robert M. Bass (1) FW PHYSICIANS INVESTORS, L.P. By: Group 31, Inc., General Partner By: /s/ W.R. Cotham --------------- W.R. Cotham, Vice President GROUP 31, INC. By: /s/ W.R. Cotham --------------- W.R. Cotham, Vice President /s/ J. Taylor Crandall ---------------------- J. TAYLOR CRANDALL (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. EX-99.2 3 EXHIBIT 99.2 AFFILIATE AGREEMENT American Oncology Resources, Inc. 16825 Northchase Drive, Suite 1300 Houston, Texas 77060 Attention: Phillip H. Watts Ladies and Gentlemen: The undersigned has been advised that, as of the date hereof, the undersigned may be deemed to be an "affiliate" of Physician Reliance Network, Inc., a Texas corporation ("PRN"), as that term is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms and subject to the conditions of that certain Agreement and Plan of Merger by and among American Oncology Resources, Inc., Diagnostics Acquisition, Inc., a Texas corporation and wholly owned subsidiary of American Oncology Resources, Inc. ("Sub"), and PRN dated as of December 11, 1998 (the "Merger Agreement"), providing for, among other things, the merger of Sub with and into PRN (the "Merger"), the undersigned will be entitled to receive shares of Common Stock, par value $0.01 per share, of American Oncology Resources, Inc. ("American Oncology Resources, Inc. Common Stock" or "Parent Common Stock") in exchange for shares of Common Stock of PRN (collectively, "Company Stock") owned by the undersigned at the Effective Time (as defined in the Merger Agreement) of the Merger, as determined pursuant to the Merger Agreement. Any capitalized term not defined herein shall have the meaning ascribed to such term in the Merger Agreement. The undersigned has been advised by PRN and American Oncology Resources, Inc. that the Merger will be treated for financial accounting purposes as a "pooling of interests" in accordance with generally accepted accounting principles and that the staff of the SEC has issued certain guidelines that should be followed to ensure such "pooling of interests" treatment. In consideration of the Merger Agreement, the agreement of American Oncology Resources, Inc. contained herein, American Oncology Resources, Inc.'s reliance on this letter in connection with the consummation of the Merger and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby represents, warrants and agrees as follows: I. RESTRICTIONS ON TRANSFER RELATING TO POOLING OF INTERESTS (a) The undersigned will not make any sale, transfer or other disposition of the Company Stock owned by it during the period commencing 30 days before the Effective Time and ending at the earlier of the Effective Time and the termination of the Merger Agreement. (b) The undersigned will not make any sale, transfer or other disposition of American Oncology Resources, Inc. Common Stock owned by it after the Effective Time until such time as financial statements that include at least 30 days of combined operations of the Company and American Oncology Resources, Inc. after the Merger shall have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, unless the undersigned shall have delivered to American Oncology Resources, Inc. prior to any such sale, transfer or other disposition, a written opinion from PricewaterhouseCoopers LLP, independent public accountants for American Oncology Resources, Inc., or a written no-action letter from the accounting staff of the SEC, in either case in form and substance reasonably satisfactory to American Oncology Resources, Inc., to the effect that such sale, transfer or other disposition will not cause the Merger not to be treated as a "pooling of interests" for financial accounting purposes in accordance with generally accepted accounting principles and the rules and regulations and interpretations thereof of the SEC and the undersigned will not make any sale, transfer or other disposition of any shares of American Oncology Resources, Inc. Common Stock received by it pursuant to the Merger in violation of the Securities Act or the rules and regulations thereunder. II. RESTRICTIONS ON TRANSFER RELATING TO RULE 145. The undersigned has been advised that the issuance of the shares of American Oncology Resources, Inc. Common Stock in connection with the Merger will have been registered with the SEC under the Securities Act pursuant to a Registration Statement on Form S-4. However, the undersigned has also been advised, and it agrees, that since it may be deemed to be an affiliate of the Company at the time the Merger is submitted for a vote of the stockholders of the Company, the American Oncology Resources, Inc. Common Stock received by it pursuant to the Merger can be sold by the undersigned only (i) pursuant to an effective registration statement under the Securities Act, (ii) in conformity with the volume and other limitations of Rule 145 promulgated by the SEC under the Securities Act or (iii) in reliance upon an exemption from registration that is available under the Securities Act. The undersigned understands that American Oncology Resources, Inc. is under no obligation to register the transfer, sale or other disposition of the American Oncology Resources, Inc. Common Stock by the undersigned or on the undersigned's behalf under the Securities Act or to take any other action necessary in order to make compliance with an exemption from such registration available. The undersigned also understands and agrees that stop-transfer instructions will be given to American Oncology Resources, Inc.'s transfer agent with respect to the American Oncology Resources, Inc. Common Stock to be received by the undersigned pursuant to the Merger and that there will be placed on the certificates representing such shares of American Oncology Resources, Inc. Common Stock, or any substitutions therefor, a legend stating in substance as follows: "These shares were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. These shares may only be transferred in accordance with the terms of such Rule and an Affiliate Agreement between the original holder of such shares and American Oncology Resources, Inc., a copy of which agreement is on file at the principal offices of American Oncology Resources, Inc." It is understood and agreed that the legend set forth above shall be removed, upon surrender of certificates bearing such legend, if the undersigned shall have delivered to American Oncology Resources, Inc. an opinion of counsel, the reasonable cost of which would be borne by American Oncology Resources, Inc., in form and substance reasonably satisfactory to American Oncology Resources, Inc., to the effect that the sale or disposition of the shares represented by the surrendered certificates may be effected without registration of the offering, sale and delivery of such shares under the Securities Act. In the event the undersigned attempts to transfer the shares of American Oncology Resources, Inc. Common Stock, the undersigned will deliver to American Oncology Resources, Inc. written notice of a proposed transfer in the form attached as Exhibit A. American Oncology Resources, Inc. agrees to file with the SEC on a timely basis after the Effective Time all reports and data required to be filed by it under Section_13 of the Securities Exchange Act of 1934, as amended. Parent shall also furnish to the undersigned from time to time a written statement as to its compliance with the reporting requirements of Rule 144 under the Securities Act of 1933, as amended and shall otherwise use all reasonable efforts to permit such sales under Rule_145. It is understood and agreed that this Affiliate's Agreement shall terminate and be of no further force and effect and the legend set forth above shall be removed by delivery of substitute certificates without such legend, and the related stop transfer restrictions shall be lifted forthwith if (i) the undersigned's shares of Parent Common Stock shall have been registered under the Securities Act of 1933, as amended, for sale, transfer or other disposition by the undersigned or on the undersigned's behalf, or (ii) the undersigned is not at the time an affiliate of Parent and has held the shares of Parent Common Stock issued in the Merger for at least one year (or such other period as may be prescribed by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) and Parent has filed with the SEC all of the reports it is required to file under the Securities Exchange Act of 1934, as amended, during the preceding twelve months or (iii) the undersigned is not at the time an affiliate of Parent and has not been an affiliate of Parent for at least three months and has held the shares of Parent Common Stock issued in the merger for at least two years (or such other period as may be prescribed by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) or (iv) Parent shall have received a letter from the SEC, or an opinion of counsel reasonably acceptable to Parent, to the effect that the stop transfer restrictions and the legend are not required. III. AGREEMENTS IN RESPECT OF VOTING. The undersigned hereby further agrees that, during the term that this Agreement is in effect, at any meeting of the stockholders of PRN, however called, or in connection with any written consent of the stockholders of PRN, the undersigned shall vote (or cause to be voted), to the extent brought to a vote of shareholders, all voting shares of capital stock of PRN held of record or beneficially by the undersigned in favor of the Merger and the adoption of the Merger Agreement. The undersigned further agrees that it will not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement that is contrary to the foregoing provisions. IV. FURTHER REPRESENTATIONS AND AGREEMENTS The undersigned further agrees that the undersigned shall not, directly or indirectly: (a) except pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the shares or any other equity securities of PRN now or hereafter owned by the undersigned (the "Shares") or any interest therein; (b) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares into any voting trust or enter into any voting agreement with respect to any Shares; (c) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing or disabling the undersigned from performing my obligations under this Agreement. V. MISCELLANEOUS This Agreement shall terminate if the Merger Agreement is terminated in accordance with its terms other than as a result of the effectiveness of the Merger. Such termination shall not affect the rights of Parent for any breach of any covenants, agreements, representations or warranties herein by the undersigned during the term hereof. This Agreement (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other party. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other party to sustain damages for which there would be no adequate remedy at law for money damages, and therefore each of the parties hereto agrees that in the event of any such breach the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief, in addition to any other remedy to which such party may be entitled, at law or in equity. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. Execution of this Agreement by the undersigned shall not be deemed to be an admission by the undersigned that it is an "affiliate" of PRN, nor a waiver of any rights the undersigned may have to object to any claim that the undersigned is an affiliate on or after the date hereof. If you are in agreement with the foregoing, please so indicate by signing below and returning a copy of this letter to the undersigned, at which time this letter shall become a binding agreement between us. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Very truly yours, KEYSTONE, INC. By: J. Taylor Crandall, Chief Operating Officer Address: 201 Main Street, Suite 3100 Fort Worth, Texas 76102 Date: January 5, 1999 Accepted this ____ day of January, 1999 AMERICAN ONCOLOGY RESOURCES, INC. By: Name: Title: EXHIBIT A American Oncology Resources, Inc. 16825 Northchase Drive, Suite 1300 Houston, Texas 77060 Attention: Phillip H. Watts Ladies and Gentlemen: The undersigned proposes to sell _____________ shares of the common stock of American Oncology Resources, Inc. that the undersigned received in connection with the transactions contemplated by the Agreement and Plan of Merger dated December 11, 1998, by and among American Oncology Resources, Inc., Diagnostic Acquisitions, Inc. and Physician Reliance Network, Inc. The undersigned proposes to effect such sale through its broker, and, if applicable, warrants that such sale will be made in accordance with the requirements relating to sales by "affiliates" promulgated under Rule 145 of the Securities Act of 1933, as amended. Very truly yours, -----END PRIVACY-ENHANCED MESSAGE-----