================================================================================
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): MARCH 24, 1999
---------------------
CONCENTRA MANAGED CARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-22751 04-3363415
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification Number)
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (617) 367-2163
NOT APPLICABLE
(Former name or former address, if changed since last report)
================================================================================
ITEM 5. OTHER EVENTS.
On March 24, 1999, Concentra Managed Care, Inc., a Delaware corporation
("Concentra"), entered into an Amended and Restated Agreement and Plan of
Merger (the "Amended Merger Agreement") with Yankee Acquisition Corp., a
Delaware corporation ("Newco"), amending the Agreement and Plan of Merger
previously entered into between Concentra and Yankee on March 2, 1999. The
Amended Merger Agreement contemplates the merger (the "Merger") of Newco with
and into Concentra. As a result of the Merger, each outstanding share of
Concentra's common stock, par value $.01 per share (the "Concentra Common
Stock"), (other than shares held by stockholders who exercise and perfect
their dissenters' appraisal rights) will be converted into the right to
receive $16.50 in cash. Shares held by Concentra, its subsidiaries or Yankee
or its affiliates will be cancelled in the Merger.
The Merger is conditioned upon, among other things, approval of the
stockholders of Concentra, receipt of financing and upon certain regulatory
approvals. A copy of the Amended Merger Agreement is attached as an exhibit
hereto and is incorporated herein by reference in its entirety.
A copy of the press release issued by Concentra announcing the execution
of the Amended Merger Agreement is attached as an exhibit hereto and is
incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
2.1 -- Amended and Restated Agreement and Plan of Merger, dated
March 24, 1999, by and between Concentra Managed Care, Inc. and
Yankee Acquisition Corp.
99.1 -- Press release dated March 25, 1999
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 thereunto duly authorized.
CONCENTRA MANAGED CARE, INC.
By: /s/ Richard A. Parr
------------------------------------
Name: Richard A. Parr
Title: Executive Vice President and
General Counsel
Date: March 29, 1999
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
2.1 -- Amended and Restated Agreement and Plan of Merger, dated
March 24, 1999, by and between Concentra Managed Care, Inc. and
Yankee Acquisition Corp.
99.1 -- Press release dated March 25, 1999