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OMB APPROVAL
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OMB Number 3235-0058
Expires: January 31, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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SEC File Number: 0-19786
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Cusip Number: 71940F100
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NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For period ended: December 31, 2000
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
PhyCor, Inc.
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Full Name of Registrant
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Former Name if Applicable
30 Burton Hills Boulevard, Suite 400
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Address of Principal Executive Office (Street and Number)
Nashville, Tennessee 37215
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City, State and Zip Code
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PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SEE EXHIBIT A HERETO.
(ATTACH EXTRA SHEETS IF NEEDED) POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
SEC 1344 (2-99) COLLECTION OF INFORMATION CONTAINED IN THIS
SEC 1344 (2-99) FORM ARE NOT REQUIRED TO
RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Tarpley B. Jones (615) 665-9066
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
See Exhibit B hereto.
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PhyCor, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 4/02/01 By /s/ Tarpley B. Jones
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Tarpley B. Jones, Executive Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
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EXHIBIT A
On March 19, 2001, the Registrant announced that it had defaulted on
its obligation to pay an approximately $4.4 million interest payment on its 4.5%
Convertible Subordinated Debentures due 2003 (the "Notes"). The default resulted
in a corresponding default under the Registrant's bank credit facility. In
addition, any acceleration of the Notes will cause a default under the Series A
Zero Coupon Convertible Subordinated Notes due 2014 held by affiliates of
Warburg, Pincus & Co. (the "Warburg Notes"). The Registrant has obtained limited
forbearance agreements from a majority of the holders of the Notes and Warburg
Pincus & Co., subject to certain conditions, and is seeking a waiver from its
senior lenders of the default under the credit facility. Because the Registrant
is still in the process of analyzing the potential ramifications of these
various defaults, and because of the decreased staffing levels of the Registrant
resulting from its current financial condition, the Registrant has been unable
to complete its Annual Report on Form 10-K for the year ended December 31, 2000
within the prescribed period without unreasonable effort or expense. The
Registrant expects to be able to complete its Annual Report on Form 10-K for the
year ended December 31, 2000 no later than April 17, 2001.
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EXHIBIT B
The financial statements for the year ended December 31, 2000 will
reflect the effect of the charges to earnings incurred by the Registrant
throughout 2000 related primarily to the write-off of assets in the
multi-specialty clinic management and IPA management divisions, the effect of
the sale of the majority of the Registrant's assets related to its
multi-specialty management division, and the effect of the Registrant's defaults
under the Notes and its bank credit facility and the possible default under the
Warburg Notes. Because the Registrant is still in the process of analyzing the
potential ramifications of these various defaults, and because of the decreased
staffing levels of the Registrant resulting from its current financial
condition, the Registrant has been unable to complete its Annual Report on Form
10-K for the year ended December 31, 2000 within the prescribed period without
unreasonable effort or expense.