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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):
June 3, 1998 (May 19, 1998)
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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 37015
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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 4 pages
Exhibit Index located on Page 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 19, 1998, PhyCor, Inc., a Tennessee corporation ("PhyCor"),
acquired PrimeCare International, Inc., a Delaware corporation ("PCI"), through
the merger (the "Merger") of PCI with a wholly-owned subsidiary of PhyCor with
PCI being the surviving corporation, pursuant to an Agreement and Plan of Merger
dated May 18, 1998 between PhyCor, its merger subsidiary, PCI and the principal
stockholder of PCI. The consideration paid by PhyCor consisted of approximately
4.1 million shares of PhyCor Common Stock and $46.8 million cash. PhyCor funded
the cash paid through borrowings under its credit facility.
The press release announcing the execution of the Merger Agreement and
the transactions contemplated thereby is attached hereto as Exhibit 99 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None required
(b) Pro Forma Financial Information.
None required
(c) Exhibits.
99 Form of press release issued by the Registrant in
connection with the Merger
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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
Chief Financial Officer
Date: June 3, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99 -- Form of press release issued by the Registrant in connection with
the Merger
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