-----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, TIHowGhMEHXN1akd0XxxSQh5ap9I3NQktjTpFvEbBZwvnngBcYNsQzWCvEbi3LpI 7KqDUkeqqhWvxG+hFfc4Tg== 0000925328-00-000024.txt : 20000413 0000925328-00-000024.hdr.sgml : 20000413 ACCESSION NUMBER: 0000925328-00-000024 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROMEDCO MANAGEMENT CO CENTRAL INDEX KEY: 0001011630 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 752529809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-29172 FILM NUMBER: 599023 BUSINESS ADDRESS: STREET 1: 801 CHERRY ST STREET 2: SUITE 1450 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173355035 MAIL ADDRESS: STREET 1: 801 CHERRY ST STREET 2: SUITE 1450 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: PROFESSIONAL MEDICAL MANAGEMENT CO DATE OF NAME CHANGE: 19960906 DEFA14A 1 ADDITIONAL PROXY MATERIALS SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 ProMedCo Management Company (Name of Registrant as Specified in its Charter) ProMedCo Management Company (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (check appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-11(c) or Rule 14a-12. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total feed paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: FOR IMMEDIATE RELEASE Contact: H. Wayne Posey President and Chief Executive Officer or Robert D. Smith Senior Vice President and Chief Financial Officer 817-335-5035 PROMEDCO IN CONTINUING DISCUSSIONS TO FINALIZE GOLDMAN SACHS TRANSACTION FORT WORTH, Texas (April 10, 2000) -- ProMedCo Management Company (Nasdaq/NM:PMCO) today announced a further adjournment, to Monday, April 17, 2000, of its special meeting to obtain shareholder approval of the previously announced issuance of $55 million of the Company's Series A Convertible Preferred Stock to affiliates of Goldman Sachs & Co. As a result of what the Company believes are unfavorable market conditions for financing throughout the healthcare services sector, the Company to date has obtained commitment letters for $25 million of the $65 million of senior debt financing contemplated by its securities purchase agreement with Goldman Sachs. The purpose of this second adjournment is to provide the opportunity for continuing discussions between the parties in light of this development. The Company believes that the combined $80 million of additional debt and equity financing available if the transaction is closed at this time will be sufficient to implement its currently planned expansion program at least through the end of 2001. The Company would continue to seek additional financing to fund its continuing growth strategy thereafter. ProMedCo is currently in discussions with Goldman Sachs seeking its waiver of the debt-financing condition of the agreement. This press release contains "forward-looking statements" which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on current expectations and may be significantly impacted by certain risks and uncertainties described herein and in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1998. There can be no assurance that statements made in this press release relating to future events will be achieved. ProMedCo, headquartered in Fort Worth, Texas, is a medical services company that coordinates and manages the delivery of a wide variety of healthcare services in non-urban communities. ProMedCo believes that these non-urban communities, which have fewer healthcare providers and lower HMO penetration than urban areas, offer an opportunity for the Company to capture a substantial portion of local healthcare revenues. By affiliating with leading medical groups, the Company establishes a platform from which it can consolidate the delivery of local healthcare services. ProMedCo then expands this platform by adding ancillary services, physicians and mid-level providers, thus increasing its share of local healthcare revenues. -END- -----END PRIVACY-ENHANCED MESSAGE-----