FPA Medical Management, Inc. plans to offer convertible subordinated debentures.SAN DIEGO--(BUSINESS WIRE)--November 26, 1996--FPA Medical Management, Inc. (Nasdaq:FPAM FPAM Financial Planning Association of Malaysia ) today announced that it plans to offer $75,000,000 aggregate principal amount of Convertible Subordinated Debentures subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before due 2001 (the "Debentures"). The Company will grant to the initial purchasers the option to purchase up to an additional $11,250,000 principal amount of the Debentures solely to cover over-allotments. The Debentures will be convertible into shares of Common Stock of the Company at a fixed conversion price per share to be determined, subject to adjustment in certain circumstances. The Debentures will be redeemable by the Company at declining redemption prices commencing in December 1999. The purpose of the proposed offering is to provide funds to repay certain indebtedness and for general corporate purposes, including acquisitions to support future growth. The Company intends to register the Debentures and the underlying Common Stock within 30 days of the first issuance of the Debentures. The Debentures will be offered through initial purchasers in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. only to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. in reliance on Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended (the "Act") and to a limited number of institutional "accredited investors" as defined in the Act. The remainder of the Debentures will be offered by the initial purchasers outside the United States in reliance on Regulation S under the Act. The Debentures issued and sold in reliance on Rule 144A are expected to be eligible for trading on the PORTAL Market of the National Association of Securities Dealers National Association of Securities Dealers (NASD) Nonprofit organization formed under the joint sponsorship of the investment bankers' conference and the SEC to comply with the Maloney Act, which provides for the regulation of the OTC market. , Inc. The Debentures and the underlying common stock offered have not been registered under the act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. FPA 1. (hardware) FPA - floating-point accelerator. 2. (programming) FPA - Function Point Analysis. Medical Management, Inc. is a national physician practice management company which acquires, organizes and manages primary care physician networks and provides contract management services to hospital based emergency departments. CONTACT: Investor: Steven M. Lash Executive Vice President and Chief Financial Officer 619-295-7005 or Robert P. Jones\Jill Ruja Media Contact: Miriam Adler Morgen-Walke Associates 212-850-5600 |
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