-----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, D9gMtdVwEM+n8t0sq32cd8mK8/NpmUCFqHtrZpQgHqbejCgC95PeEaSo7tp/AWkJ VBqIrqmNWH4i/uvg4RDxPQ== 0000874787-99-000011.txt : 19990524 0000874787-99-000011.hdr.sgml : 19990524 ACCESSION NUMBER: 0000874787-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990521 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COASTAL PHYSICIAN GROUP INC CENTRAL INDEX KEY: 0000874787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 561379244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13460 FILM NUMBER: 99632220 BUSINESS ADDRESS: STREET 1: 2828 CROASDAILE DR CITY: DURHAM STATE: NC ZIP: 27704 BUSINESS PHONE: 9193830355 MAIL ADDRESS: STREET 1: 2828 CROASDAILE DR CITY: DURHAM STATE: NC ZIP: 27704 FORMER COMPANY: FORMER CONFORMED NAME: COASTAL HEALTHCARE GROUP INC DATE OF NAME CHANGE: 19930328 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 21, 1999 COASTAL PHYSICIAN GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-13460 56-1379244 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) No.) 2828 CROASDAILE DRIVE, DURHAM, NC 27705 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code(919)383-0 355 N/A (Former name or former address, if changed since last report ) Item 5. - Other Events. On May 21, 1999, the Registrant issued the news release attached as an exhibit. Item 7. Financial Statements and Exhibits. Exhibits Exhibit 99 - News Release dated May 21, 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 hereunto duly authorized. COASTAL PHYSICIAN GROUP, INC. (Registrant) Date: May 21, 1999 By: /S/ Steven M. Scott, M.D. Steven M. Scott, M.D. President and Chief Executive Officer Date: May 21, 1999 By: /S/ W. Randall Dickerson W. Randall Dickerson Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99 - News Release dated May 21, 1999 COASTAL PHYSICIAN GROUP, INC. AGREES TO ACQUIRE OPERATIONS OF STERLING HEALTHCARE GROUP, INC. AS PART OF FPA PLAN OF REORGANIZATION DURHAM, NC, MAY 21, 1999 -- COASTAL PHYSICIAN GROUP, INC. (OTC:ERDR) ("Coastal") today announced that it has reached agreement to acquire the operations of Sterling Healthcare Group, Inc. ("Sterling"). Sterling is a wholly owned subsidiary of FPA Medical Management, Inc. ("FPA") headquartered in Miami, Florida. The proposed asset purchase agreement and subsequent closing of the acquisition are subject to review and approval by the United States Bankruptcy Court for the District of Delaware under a plan of reorganization proposed by FPA. FPA filed for protection from its creditors under Chapter 11 of the US Bankruptcy Code in July 1998. Sterling currently provides emergency medicine practice management services to approximately 124 hospitals primarily in the southeastern United States. Based on the announcement in Court on May 20, 1999, that all major creditor constituencies had approved the proposed transaction in principle, Court approval is expected as early as May 24, 1999. Closing of the transaction is expected to occur in June 1999. The plan of reorganization provides for the disposition of substantially all of FPA's operations in a transaction valued at $108.2 million. The FPA assets include, in addition to Sterling, certain physician practice management and clinical operations in Charlotte, Atlanta, Kansas City, San Antonio and throughout the state of Florida. The clinical operations in Charlotte and Atlanta will be acquired by Stoneybrook Capital, a separate entity owned by Steven M. Scott, M.D., Chairman and Chief Executive Officer of Coastal. The other clinical operations will be acquired by unrelated parties. As part of the proposed reorganization transaction, Coastal will pay approximately $69 million and will assume $20 million of certain current operating liabilities of Sterling. National Century Financial Enterprises, Inc., Dublin, Ohio has committed to provide financing to Coastal. Dr. Scott stated, "We believe that combining these two organizations will create a powerful market presence. The addition of Sterling nearly doubles the size of Coastal's emergency medicine business and positions Coastal as one of the largest emergency medicine physician practice management companies in the nation. The driving force in both groups has been providing outstanding care to patients, providing the best possible services to our clients and maintaining strong relationships with physicians. This combination is the product of the diligent efforts of the management of FPA and Coastal and also their respective advisors under extraordinarily difficult circumstances and time constraints." Coastal Physician Group, Inc. is an emergency medicine physician management company and provides certain core competencies to physicians and hospitals throughout the United States. Forward-looking Information or Statements: Except for statements of historical fact, certain statements made herein are forward-looking in nature and are inherently subject to uncertainties. The actual results of the Company may differ materially from those reflected in the forward-looking statements based on a number of important risk factors, including, but not limited to: the level and timing of improvements in the combined operations of the Company's businesses; the possibility that the Company may not be able to improve operations or execute its strategy as planned; and other important factors discussed above under "Other Trends and Uncertainties" and disclosed from time to time in the Company's Form 10-K, Form 10-Q and other Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----