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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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PhyCor, Inc.
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(Exact name of registrant as specified in its charter)
Tennessee 0-19786 62-13344801
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
30 Burton Hills Boulevard
Suite 400
Nashville, Tennessee 37215
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(Address of principal executive offices) (Zip Code)
(615) 665-9066
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Page 1 of 5 pages
Exhibit Index located on Page 5
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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.
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(c) EXHIBITS.
2 Amended and Restated Agreement of Merger,
dated as of October 1, 1996, by and between
the Registrant and Straub (1)
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(1) Incorporated by reference to exhibits filed with the
Registrant's Registration Statement on Form S-4,
Registration No. 333-15459.
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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
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John K. Crawford
Vice President and Chief
Financial Officer
Date: January 31, 1997
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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2 -- Amended and Restated Agreement of Merger, dated as
of October 1, 1996, by and between the Registrant
and Straub (1)
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(1) Incorporated by reference to exhibits filed with the
Registrant's Registration Statement on Form S-4, Registration
No. 333-15459.
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