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Inphynet South Broward Inc, et al. – ‘S-4’ on 5/25/04

On:  Tuesday, 5/25/04, at 6:40am ET   ·   Accession #:  950123-4-6763   ·   File #s:  333-115824, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45, -46, -47, -48, -49, -50, -51, -52

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/25/04  Inphynet South Broward Inc        S-4                   42:2.6M                                   RR Donnelley/FA
          Team Health Inc
          Daniel & Yeager Inc
          Drs. Sheer Ahearn & Associates Inc
          Emergency Coverage Corp
          Mangold Karl G Inc
          Rosendorf Margulies Borushok & Shoenbaum Radiology Ass of Ho
          Southeastern Emergency Physicians of Memphis Inc
          Southeastern Emergency Physicians Inc
          Charles L Springfield Inc
          Team Health Financial Services Inc
          Team Radiology Inc
          Emergency Associates for Medicine Inc
          Team Health Southwest LP
          Team Health Billing Services LP
          MT Diablo Emergency Physicians Partnership
          After Hours Pediatric, Inc.
          American Clinical Resources, Inc.
          Correctional Healthcare Advantage, Inc.
          Cullman Emergency Physicians, Inc.
          Greenbrier Emergency Physicians, Inc.
          Healthcare Alliance, Inc.
          Kelly Medical Services Corp
          Medical Management Resources Inc.
          Medical Services, Inc.
          Physicians Integration Consulting Services, Inc.
          Spectrum Cruise Care, Inc.
          Spectrum Healthcare Resources, Inc.
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          Spectrum Primary Care, Inc.
          Team Anesthesia, Inc.
          Team Health Anesthesia Management Services, Inc.
          TH Contracting Midwest, LLC
          Access Nurse PM, Inc.
          Erie Shores Emergency Physicians, Inc.
          Spectrum Healthcare, Inc
          Spectrum Healthcare Resources of Delaware, Inc.
          Spectrum Primary Care of Delaware
          Clinic Management Services Inc
          Emergency Physician Associates Inc
          Med Assure Systems Inc
          Metroamerican Radiology Inc
          Emergency Professional Services Inc
          Northwest Emergency Physicians Inc
          Fischer Mangold Partnership
          Paragon Contracting Services Inc
          Herschel Fisher Inc
          Paragon Healthcare Ltd Partnership
          Imbs Inc
          Quantum Plus Inc
          Inphynet Contracting Services Inc
          Inphynet Hospital Services Inc
          Reich Seidelman & Janicki Co

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Original Filing on Form S-4: Team Health Etal       HTML   1.96M 
 2: EX-1.1      Purchase Agreement                                    43    146K 
21: EX-3.100    Articles of Incorporation                              3     30K 
22: EX-3.114    Amended and Restated By-Laws                          13     73K 
 7: EX-3.12     Certificate of Amendment                               2     29K 
23: EX-3.123    Amended and Restated By-Laws                          13     73K 
24: EX-3.127    Amended and Restated by Laws                          13     73K 
25: EX-3.129    Charter                                                2     27K 
 8: EX-3.13     Amended and Restated By-Laws                          16     81K 
26: EX-3.130    Bylaws                                                 6     35K 
27: EX-3.133    Certificate of Amendment                               1     26K 
28: EX-3.145    Operating Agreement                                   20     82K 
 9: EX-3.28     Articles of Amendment                                  1     27K 
10: EX-3.32     Articles of Amendment                                  5     35K 
11: EX-3.49     Amended Code of Regulations                            9     51K 
 3: EX-3.5      By-Laws                                               14     68K 
12: EX-3.50     Charter                                                2     29K 
13: EX-3.51     Code of Regulations                                    8     48K 
 4: EX-3.6      Articles of Incorporation                              2     29K 
14: EX-3.63     Articles of Amendment                                  2     26K 
15: EX-3.64     Articles of Amendment                                  1     26K 
16: EX-3.65     Articles of Amendment                                  1     26K 
 5: EX-3.7      Bylaws                                                 6     35K 
17: EX-3.70     Articles of Amendment                                  2     26K 
18: EX-3.80     Articles of Incorporation                              3     29K 
19: EX-3.81     Articles of Amendment                                  1     26K 
20: EX-3.82     Bylaws                                                12     65K 
 6: EX-3.9      Articles of Amendment                                  1     26K 
29: EX-5.1      Opinion of Kirkland & Ellis Llo                        5     41K 
38: EX-5.10     Opinion of Bowles Rice McDavid Graff & Love Pllc       3     35K 
39: EX-5.11     Opinion of Law Offices of Eisenhower Carlson Pllc      4     39K 
30: EX-5.2      Opinion of Haskell Slaughter Young Et Al               2     33K 
31: EX-5.3      Opinion of Foley & Lardner                             4     37K 
32: EX-5.4      Opinion of Blackwell Sanders Peper Martin LLP          3     34K 
33: EX-5.5      Opinion of Sherman Silverstein Kohl Rose Podolsky      4     38K 
34: EX-5.6      Opinion of Parker Poe Adams & Bernstein LLP            5     40K 
35: EX-5.7      Opinion of Ulmer & Berne LLP                           4     36K 
36: EX-5.8      Opinion of London & Amburn Pc                          5     39K 
37: EX-5.9      Opinion of Durham Jones and Pinegar                    2     33K 
40: EX-12.1     Statement Re Computation of Ratio of Earnings          1     28K 
41: EX-23.1     Consent of Ernst & Young LLP                           1     26K 
42: EX-25.1     T-1                                                    7     41K 

Table of Contents

As filed with the Securities and Exchange Commission on May 25, 2004

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form S-4

Team Health, Inc.

1900 Winston Road

c/o David Jones

Copies to:

     Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur as soon as practicable after the effective date of this Registration Statement.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:     o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

CALCULATION OF REGISTRATION FEE

     The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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ACCESS NURSE PM, INC.

AFTER HOURS PEDIATRIC, INC.

AMERICAN CLINICAL RESOURCES, INC.

CHARLES L SPRINGFIELD, INC.

CLINIC MANAGEMENT SERVICES, INC.

CORRECTIONAL HEALTHCARE ADVANTAGE, INC.

CULLMAN EMERGENCY PHYSICIANS, INC.

DANIEL & YEAGER, INC.

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DRS. SHEER, AHEARN & ASSOCIATES, INC.

EMERGENCY COVERAGE CORPORATION

EMERGENCY PHYSICIAN ASSOCIATES, INC.

EMERGENCY PROFESSIONAL SERVICES, INC.

ERIE SHORES EMERGENCY PHYSICIANS, INC.

FISCHER MANGOLD PARTNERSHIP

GREENBRIER EMERGENCY PHYSICIANS, INC.

HEALTH CARE ALLIANCE, INC.

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HERSCHEL FISCHER, INC.

IMBS, INC.

INPHYNET CONTRACTING SERVICES, INC.

INPHYNET HOSPITAL SERVICES, INC.

INPHYNET SOUTH BROWARD, INC.

KARL G. MANGOLD, INC.

KELLY MEDICAL SERVICES CORPORATION

MED: ASSURE SYSTEMS, INC.

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MEDICAL MANAGEMENT RESOURCES, INC.

MEDICAL SERVICES, INC.

METROAMERICAN RADIOLOGY, INC.

MT. DIABLO EMERGENCY PHYSICIANS PARTNERSHIP

NORTHWEST EMERGENCY PHYSICIANS, INCORPORATED

PARAGON CONTRACTING SERVICES, INC.

PARAGON HEALTHCARE LIMITED PARTNERSHIP

PHYSICIAN INTEGRATION CONSULTING SERVICES, INC.

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QUANTUM PLUS, INC.

REICH, SEIDELMAN, & JANICKI CO.

ROSENDORF, MARGULIES, BORUSHOK & SHOENBAUM

SOUTHEASTERN EMERGENCY PHYSICIANS OF MEMPHIS, INC.

SOUTHEASTERN EMERGENCY PHYSICIANS, INC.

SPECTRUM CRUISE CARE, INC.

SPECTRUM HEALTHCARE RESOURCES OF DELAWARE, INC.

SPECTRUM HEALTHCARE RESOURCES, INC.

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SPECTRUM HEALTHCARE SERVICES, INC.

SPECTRUM HEALTHCARE, INC.

SPECTRUM PRIMARY CARE, INC.

SPECTRUM PRIMARY CARE OF DELAWARE, INC.

TEAM ANESTHESIA, INC.

TEAM HEALTH ANESTHESIA MANAGEMENT SERVICES, INC.

TEAM HEALTH BILLING SERVICES, L.P.

TEAM HEALTH FINANCIAL SERVICES, INC.

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TEAM HEALTH SOUTHWEST, L.P.

TEAM RADIOLOGY, INC.

THE EMERGENCY ASSOCIATES FOR MEDICINE, INC.

TH CONTRACTING MIDWEST, LLC

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SUBJECT TO COMPLETION, DATED MAY 25, 2004

PROSPECTUS

$180,000,000

Team Health, Inc.

Exchange Offer for

9% Senior Subordinated Notes due 2012

         Offer for all outstanding 9% Senior Subordinated Notes due 2012 (which we refer to as the “old notes”) in aggregate principal amount at maturity of $180,000,000 in exchange for up to $180,000,000 aggregate principal amount at maturity of 9% Senior Subordinated Exchange Notes due 2012 (which we refer to as the “exchange notes”) have been registered under the Securities Act of 1933, as amended.

Material Terms of the Exchange Offer:

Material Terms of the exchange notes:

       For a discussion of certain factors that you should consider before participating in this exchange offer, see “Risk Factors” beginning on page 13 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2004

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      As used in this prospectus and unless the context indicated otherwise, “Notes” refers, collectively, to our “old notes,” and our “exchange notes.”

      YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR 9% SENIOR SUBORDINATED NOTES DUE 2012.

      EACH BROKER-DEALER THAT RECEIVES NEW SECURITIES FOR ITS OWN ACCOUNT PURSUANT TO THE EXCHANGE OFFER MUST ACKNOWLEDGE THAT IT WILL DELIVER A PROSPECTUS IN CONNECTION WITH ANY RESALE OF THESE NEW SECURITIES. BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, A BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN “UNDERWRITER” WITHIN THE MEANING OF THE SECURITIES ACT. THIS PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A BROKER-DEALER IN CONNECTION WITH RESALES OF NEW SECURITIES RECEIVED IN EXCHANGE FOR SECURITIES WHERE THOSE SECURITIES WERE ACQUIRED BY THIS BROKER-DEALER AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. WE HAVE AGREED THAT, STARTING ON THE EXPIRATION DATE AND ENDING ON THE CLOSE OF BUSINESS 180 DAYS AFTER THE EXPIRATION DATE, WE WILL MAKE THIS PROSPECTUS AVAILABLE TO ANY BROKER-DEALER FOR USE IN CONNECTION WITH ANY SUCH RESALE. SEE “PLAN OF DISTRIBUTION.”

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FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements within the meaning of the federal securities laws. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies.

      These forward looking statements are identified by the use of terms and phrases such as “anticipate”, “that is”, “could”, “estimate”, “intend”, “may”, “plan”, “predict”, “project”, “will” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. These statements are contained in many sections of this offering memorandum, including those entitled “Business” and “Management’s discussion and analysis of financial condition and results of operations”. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve the plans, intentions or expectations. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this prospectus set forth elsewhere in this prospectus. All forward-looking statements attributable to us, or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus under the heading “Risk factors” section.

INDUSTRY AND MARKET DATA

      The market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness.

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PROSPECTUS SUMMARY

      References to the words “Team Health,” “we,” “our,” and “us” refer to Team Health, Inc., its predecessors, its subsidiaries and its affiliated medical groups. This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus and the documents to which this prospectus refers. The following summary highlights selected information from this prospectus and does not contain all of the information important to you. For a more complete understanding of this offering, we encourage you to read this prospectus in its entirety.

Our company

      We are among the largest national providers of outsourced physician staffing and administrative services to hospitals and other healthcare providers in the United States. Since our inception, we have focused primarily on providing outsourced services to hospital emergency departments, which account for the majority of our revenue. As a result of an acquisition on May 1, 2002, we also are the leading provider of medical staffing to military treatment facilities. In addition to providing physician staffing in various specialties within military treatment facilities, we also provide to such facilities a broad array of non-physician healthcare services, including specialty technical staffing, para-professionals and nurse staffing on a permanent basis. Our net revenue less provision for uncollectibles and net loss for 2003 were $999.7 million and $2.8 million, respectively.

      While national in scope, we operate through regional operating models. These models include comprehensive programs for emergency medicine, radiology, anesthesiology, inpatient care, pediatrics and other healthcare services, principally within hospital departments and other healthcare treatment facilities, including military treatment facilities. We primarily provide permanent staffing that enables management of hospitals and other healthcare facilities to outsource their recruiting, hiring, payroll and benefits functions. We recruit and hire or subcontract with healthcare professionals who then provide professional services within the healthcare facilities we contract or subcontract with. Currently, we provide permanent staffing, management and administrative services to approximately 450 hospitals, imaging centers, surgery centers, clinics and military treatment facilities in 42 states.

      The range of physician and non-physician staffing and administrative services that we provide includes the following:

      Our historical focus has primarily been on providing outsourced services to emergency departments, which accounted for approximately 63% of our net revenue less provision for uncollectibles in 2003. The emergency departments that we staff are generally located in larger hospitals with emergency departments whose patient volumes are more than 15,000 patient visits per year. In higher volume emergency departments, we believe our experience and expertise in such a complex environment enables our hospital clients to provide high quality and efficient physician and administrative services. In this type of environment, we can generate profitable margins, establish stable long-term relationships, obtain attractive payor mixes and recruit and retain high quality physicians and other providers and staff.

      We are the leading provider of permanent healthcare staffing services to military treatment facilities, which accounted for 23% of our net revenue less provision for uncollectibles in 2003. We significantly expanded our overall base of business in 2002 by acquiring the leading provider of permanent healthcare staffing services to military treatment facilities. This acquisition provided an entry into a portion of the healthcare staffing market not previously served by us. In the current military healthcare setting, permanent staffing agreements exist on a three-way basis to include a military hospital or clinic, a

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Industry overview

      According to the Centers for Medicare and Medicaid Services (“CMS”), national healthcare spending in 2002 increased 9.3%, compared to an increase of 8.5% in 2001. Healthcare spending grew 5.7% faster than the overall economy as measured by the growth of the gross domestic product (“GDP”). The healthcare share of the GDP increased from 14.1% in 2001 to 14.9% in 2002. Public spending continued its accelerated pace in 2002, accounting for approximately 46% of total healthcare payments with the Medicaid and Medicare programs funding 16% and 17% of aggregate spending, respectively. Private payors funded more than half of the national healthcare spending in 2002. Hospital services have historically represented the single largest component of this spending, accounting for approximately 30.4% of total healthcare spending in 2002. Hospital spending increased by 9.5% in 2002, marking the fourth consecutive year of accelerated growth. Spending for physician services reached $340 billion in 2002, an increase of 7.7% from 2001.

      In the increasingly complex healthcare regulatory, managed care and reimbursement environment, healthcare facilities are under significant pressure from the government and private payors to both improve the quality and reduce the cost of care. In response, such healthcare facilities have increasingly outsourced the staffing and management of multiple clinical areas to contract management companies with specialized skills and a standardized model to improve service, increase the overall quality of care and reduce administrative costs. In addition, we believe the healthcare industry is continuing to experience an increasing trend toward outpatient treatment rather than the traditional inpatient treatment. Healthcare reform efforts in recent years have placed an increasing emphasis on reducing the time patients spend in hospitals. As a result, we believe the severity of illnesses and injuries treated in an emergency department or other hospital setting is likely to continue to increase.

Competitive strengths

      Leading Market Position. We are among the largest national providers of outsourced emergency physician staffing and administrative services in the United States and the largest provider of healthcare staffing on a permanent basis to military treatment facilities under the U.S. government’s TRICARE Program. We believe our ability to spread the relatively fixed costs of our corporate infrastructure over a broad national contract and revenue base generates significant cost efficiencies that are generally not available to smaller competitors. As a full-service provider with a comprehensive understanding of changing healthcare regulations and policies and the management information systems that provide support to manage these changes, we believe we are well positioned to maintain and grow our market share from other service providers.

      The TRICARE Program is scheduled to undergo significant changes beginning in June 2004. We believe our current abilities and strengths in providing outsourced permanent healthcare staffing to military treatment facilities will be significant factors in maintaining our existing staffing business and in successfully competing for new business under the TRICARE Program.

      Regional Operating Models Supported by a National Infrastructure. We service our agreements from 14 regional management sites organized under eight operating units, which allows us to deliver locally focused services with the resources and sophistication of a national provider. Our local presence creates closer relationships with healthcare facilities, resulting in responsive service and high physician retention rates. Our strong relationships in local markets enable us to effectively market our services to both local hospital and military treatment facility administrators, who generally are involved in making decisions regarding contract awards and renewals. Our regional operating units are supported by our national infrastructure, which includes integrated information systems and standardized procedures that enable us to efficiently manage the operations and billing and collections processes. We believe our regional operating models supported by our national infrastructure improve productivity and quality of care while reducing the cost of care.

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      Significant Investment in Information Systems and Procedures. Our proprietary information systems link our billing, collection, recruiting, scheduling, credentials coordination and payroll functions among our regional management sites, allowing our best practices and procedures to be delivered and implemented nationally while retaining the familiarity and flexibility of a regionally-based service provider. We have developed and maintain integrated, advanced systems to facilitate the exchange of information among our operating units and clients. These systems include our Lawson financial reporting system, IDX Billing System and our TeamWorks^TM physician database and software package. As a result of these investments and the company-wide application of best practices policies, we believe our average cost per patient billed and average recruiting cost per physician and other healthcare professionals are among the lowest in the industry. The strength of our information systems has enhanced our ability to collect patient payments and reimbursements in an orderly and timely fashion and has increased our billing and collections productivity.

      Ability to Recruit and Retain High Quality Physicians. A key to our success has been our ability to recruit and retain high quality physicians to service our contracts. While our local presence gives us the knowledge to properly match physicians with hospitals and military treatment facilities, our national presence and infrastructure enable us to provide physicians with a variety of attractive client locations, advanced information and reimbursement systems and standardized procedures. Furthermore, we offer physicians substantial flexibility in terms of geographic location, type of facility, scheduling of work hours, benefit packages and opportunities for relocation and career development. This flexibility, combined with fewer administrative burdens, improves physician retention rates and stabilizes our contract base. We believe we have among the highest physician retention rates in the industry.

      Experienced Management Team with Significant Equity Ownership. Our senior management team has extensive experience in the outsourced physician staffing and administrative services industry. Our Chief Executive Officer, H. Lynn Massingale, M.D., has been with Team Health and its predecessor entity since its founding in 1979. Our senior corporate and affiliate executives have an average of over 20 years experience in the outsourced physician staffing and medical services industries. Members of our management team have, with the inclusion of performance-based options, an indirect fully diluted ownership interest of approximately 20.5% of Team Health, Inc. As a result of its substantial equity interest, we believe our management team has significant incentive to maintain its existing client base through the continued provision of high quality services to them and to continue to increase our revenue and profitability through new growth.

Business strategy

      Increase Revenue from Existing Customers. We have a strong record of achieving growth in revenue from our existing customer base. In 2003, net revenue less provision for uncollectibles from same contracts, which consist of contracts under management from the beginning of the period through the end of the subsequent period, grew by approximately 8.9% on a year over year basis. We plan to continue to grow revenue from existing customers by:

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      Capitalize on Outsourcing Opportunities to Win New Contracts. We believe we are well positioned to capitalize on the growth of the overall healthcare industry as well as the growth of the hospital outsourcing market and the military permanent staffing market, due to our:

      Furthermore, we seek to obtain new contracts by:

      During the past three years, we have been awarded 426 new outsourced contracts, including 336 contracts to service areas of military treatment facilities with outsourced healthcare staffing.

      Focus on Risk Management. Through our risk management staff, quality assurance staff and medical directors, we conduct an aggressive risk management program for loss prevention and early intervention. We have a proactive role in promoting early reporting, evaluation and resolution of serious incidents that may evolve into claims or suits. The risk management function is designed to prevent or minimize medical professional liability claims and includes:

      Pursue Selective Acquisitions. We intend to selectively explore small strategic acquisitions in the fragmented outsourcing market. Since 1999, we have successfully completed and integrated nine acquisitions (excluding Spectrum Healthcare Resources) for an aggregate purchase price of less than $50 million.

The refinancing transactions

      Simultaneously with the closing of the offering of the old notes, we and our subsidiary guarantors entered into new senior secured credit facilities, consisting of a $250.0 million term loan facility and an $80.0 million revolving credit facility (the “new credit facilities”), redeemed or repurchased our 12% senior subordinated notes due 2009 (the “existing notes”), redeemed $100.0 million of our preferred stock (aggregate liquidation preference of $158.8 million as of December 31, 2003), paid a dividend of $27.6 million to holders of our common stock, and paid a compensatory bonus of $1.3 million to holders of stock options. We refer in this prospectus to these transactions, collectively, as the “refinancing transactions.” As of March 31, 2004, we had approximately $76.9 million of availability under the new credit facilities net of undrawn letters of credit.

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Tender offer and redemption of existing notes

      On March 23, 2004, we completed a tender offer with respect to all of our outstanding $100.0 million aggregate principal amount of 12% senior subordinated notes due 2009 (the “existing notes”). We used a portion of the net proceeds from the offering of our old notes and borrowings under the new credit facilities to pay for our existing notes accepted for purchase in the tender offer. On April 22, 2004, we redeemed the existing notes not purchased in the tender offer at a price equal to 108% of the principal amount thereof, plus accrued and unpaid interest to April 22, 2004, or $9,011,750.

Equity sponsors

      Madison Dearborn Partners, Inc., Cornerstone Equity Investors, LLC and Beecken Petty O’Keefe & Company, L.L.C. jointly sponsored the recapitalization of our company in March 1999. Affiliates of Madison Dearborn and Cornerstone each contributed 45% of the cash equity capital invested by the equity sponsors in the recapitalization, and an affiliate of Beecken Petty provided 10%. The investment by the equity sponsors represents an indirect ownership interest in our common equity of approximately 78.9%. The equity sponsors have a history of investing together in healthcare services companies, including investments in companies such as Valitas Health Services, Inc., which we subsequently acquired, and Health Management Associates.

      Madison Dearborn Partners, Inc. is a private equity firm that focuses on investments in several specific industry sectors, including healthcare, communications, consumer and financial services. Madison Dearborn through limited partnerships of which it is the general partner, has in excess of $7 billion of capital under management. Prior to forming Madison Dearborn in 1993, its principals managed the $2.4 billion management buyout and venture capital portfolio of First Chicago Corporation. Since 1980, Madison Dearborn professionals have invested in more than 190 management buyout and equity transactions, including investments in healthcare services companies such as Health Management Associates, Valitas Health Services, Inc., Cerner Corporation, Genesis Health Ventures and National Mentor Holdings and Path Lab Holdings. In other industries, Madison Dearborn has made investments in companies such as Nextel Communications, Inc., Buckeye Cellulose Corporation, General Nutrition Companies, Inc., Jefferson Smurfit Group PLC, Omnipoint Corporation, Packaging Corporation of America and Tuesday Morning Corporation.

      Cornerstone Equity Investors, LLC is a private equity firm that focuses on investments in middle-market companies, primarily in the healthcare services, business services, consumer and technology industries. Since 1984, Cornerstone has managed funds with aggregate committed capital of $1.2 billion and has invested in over 100 companies through management buyouts and expansion financings. Cornerstone has invested in a number of healthcare services companies, such as Health Management Associates, Valitas Health Services, Inc., VIPS Healthcare Information Solutions, Inc. and Interim Healthcare, Inc. In other industries, Cornerstone has invested in companies such as Dell Computer, Card Establishment Services, Crossland Mortgage and True Temper Sports, Inc.

      Beecken Petty O’Keefe & Company, L.L.C. is a private equity firm that focuses exclusively on the healthcare industry. Since 1995, Beecken Petty has invested in a wide range of healthcare companies, including Valitas Health Services, Inc., AbilityOne Corporation, DentalCare Partners, Inc. and Same Day Surgery, L.L.C.

      Our company is incorporated under the laws of the State Of Tennessee. Our principal executive offices are located at 1900 Winston Road, Knoxville, Tennessee 37919, and our telephone number is (800) 342-2898.

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Purpose of the Exchange Offer

      On March 23, 2004, we sold, through a private placement exempt from the registration requirements of the Securities Act, $180,000,000 of our 9% Senior Subordinated Notes due 2012. We refer to these notes as “old notes” in this prospectus.

      Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchaser of the old notes. Under the registration rights agreement, we are required to use our reasonable best efforts to cause a registration statement for substantially identical notes, which will be issued in exchange for the old notes, to become effective. We refer to the notes to be registered under this exchange offer registration statement as the “exchange notes” and collectively with the old notes, we refer to them as the “Notes” in this prospectus. You may exchange your old notes for exchange notes in this exchange offer. You should read the discussion under the headings “— Summary of the Exchange Offer,” “The Exchange Offer” and “Description of the Notes” for further information regarding the exchange notes.

      We did not register the old notes under the Securities Act or any state securities law, nor do we intend to after the exchange offer. As a result, the old notes may only be transferred in limited circumstances under the securities laws. If the holders of the old notes do not exchange their old notes in the exchange offer, they lose their right to have the old notes registered under the Securities Act, subject to certain limitations. Anyone who still holds old notes after the exchange offer may be unable to resell their old notes.

      However, we believe that holders of the exchange notes may resell the exchange notes without complying with the registration and prospectus delivery provisions of the Securities Act, if they meet certain conditions. You should read the discussion under the headings “— Summary of the Exchange Offer” and “The Exchange Offer” for further information regarding the exchange offer and resales of the exchange notes.

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Summary of the Exchange Offer

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The Exchange Notes

      The form and terms of the exchange notes are the same as the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the old notes. The exchange notes represent the same debt as the old notes. The old notes and the exchange notes are governed by the same indenture and are together considered a “series” of securities under that indenture. We use the term “Notes” in this prospectus to refer collectively to the old notes and the exchange notes.

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      For more complete information about the notes, see the “Description of the Notes” section of this prospectus.

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Summary Historical Consolidated Financial Data

      The following table presents our summary historical consolidated financial data for the fiscal years ended December 31, 2001, December 31, 2002 and December 31, 2003, which is derived from our audited consolidated financial statements and the notes to those statements. The table also presents our summary historical consolidated financial statements and data for the three months ended March 31, 2003 and 2004, which is derived from our unaudited consolidated financial statements and the notes to those statements. Operating results for the three fiscal months ended March 31, 2003 and 2004 are not necessarily indicative of the results that may be expected for the entire fiscal year. Because the data in this table is only a summary and does not provide all of the data contained in our financial statements, the information should be read in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and accompanying notes thereto appearing elsewhere in this prospectus.

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RISK FACTORS

      An investment in the exchange notes is subject to a number of risks. You should carefully consider the following risk factors as well as the other information and data included in this prospectus prior to making an investment in the exchange notes. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risk Factors Related to the Exchange Notes

      The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:

      If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

      We understand that the initial purchasers presently intend to make a market in the exchange notes. However, they are not obligated to do so, and any market-making activity with respect to the exchange notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the exchange notes or that any trading market that does develop will be liquid.

      In addition, any holder of old notes who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

      We will issue exchange notes pursuant to this exchange offer only after a timely receipt of your old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your old notes, please allow sufficient time to ensure timely delivery. If we do not receive your old notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your old notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange. If there are defects or irregularities with respect to your tender of old notes, we will not accept your old notes for exchange.

      We did not register the old notes, nor do we intend to do so following the exchange offer. Old notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your old notes,

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      If a large number of outstanding old notes are exchanged for exchange notes issued in the exchange offer, it may be difficult for holders of outstanding old notes that are not exchanged in the exchange offer to sell their old notes, since those old notes may not be offered or sold unless they are registered or there are exemptions from registration requirements under the Securities Act or state laws that apply to them. In addition, if there are only a small number of old notes outstanding, there may not be a very liquid market in those old notes. There may be few investors that will purchase unregistered securities in which there is not a liquid market.

      You may not be able to resell exchange notes you receive in the exchange offer without registering those exchange notes or delivering a prospectus. Based on interpretations by the Commission in no-action letters, we believe, with respect to exchange notes issued in the exchange offer, that:

      do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

      Holders described in the preceding sentence must tell us in writing at our request that they meet these criteria. Holders that do not meet these criteria could not rely on interpretations of the SEC in no-action letters, and would have to register the exchange notes they receive in the exchange offer and deliver a prospectus for them. In addition, holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of exchange notes acquired in the exchange offer. Holders that are broker-dealers must acknowledge that they acquired their outstanding exchange notes in market-making activities or other trading activities and must deliver a prospectus when they resell notes they acquire in the exchange offer in order not to be deemed an underwriter.

Risk Factors Related to the Notes

Our substantial indebtedness could make it more difficult to pay our debts, divert our cash flow from operations for debt payments, limit our ability to borrow funds and increase our vulnerability to general adverse economic and industry conditions.

      We have now and, after the offering, will continue to have a significant amount of indebtedness. As of March 31, 2004, we had total indebtedness of approximately $438 million.

      Our substantial indebtedness could have important consequences to holders of our debt or equity. For example, it could:

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We may not have sufficient cash flows from operating activities, cash on hand and available borrowings under our new credit facilities to service our indebtedness. These obligations require a significant amount of cash.

      Our business may not generate sufficient cash flows from operating activities. Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Lower net revenues, or higher provision for uncollectibles, will generally reduce our cash flow.

      We cannot assure you that our future cash flow will be sufficient to meet our obligations and commitments. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness (including the notes), selling material assets or operations or seeking to raise additional debt or equity capital. We cannot assure you that any of these actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements. In addition, our existing or future debt agreements, including the indenture and the new credit facilities, may contain restrictive covenants prohibiting us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts. See “Management’s discussion and analysis of financial condition and results of operations — Liquidity and capital resources,” “Description of senior secured credit facilities” and “Description of the notes.”

Our new credit facilities and the indenture impose certain restrictions. Failure to comply with any of these restrictions could result in acceleration of our debt. Were this to occur, we would not have sufficient cash to pay our accelerated indebtedness.

      The operating and financial restrictions and covenants in our debt agreements, including the new credit facilities and the indenture governing the notes, may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. The new credit facilities and/or the indenture will restrict our ability to, among other things:

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      In addition, the new credit facilities will require us to maintain certain financial ratios. A failure to comply with the restrictions contained in the new credit facilities or the indenture, or to maintain the financial ratios in the new credit facilities, could lead to an event of default which could result in an acceleration of the indebtedness. We cannot assure you that our future operating results will be sufficient to enable compliance with the covenants in the new credit facilities, the indenture or other indebtedness or to remedy any such default. In addition, in the event of an acceleration, we may not have or be able to obtain sufficient funds to make any accelerated payments, including those under the notes. See “Description of senior secured credit facilities” and “Description of the Notes.”

Your right to receive payments on the notes is subordinated to our senior debt and the senior debt of the guarantors.

      Payment on the notes will be subordinated in right of payment to all of our and the guarantors’ senior debt, including our and their obligations under the new credit facilities. As a result, upon any distribution to our or our subsidiaries’ creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our subsidiaries or our or their property, the holders of senior debt will be entitled to be paid in full in cash before any payment may be made on the notes. In these cases, sufficient funds may not be available to pay all of our creditors, and holders of notes may receive less, ratably, than the holders of senior debt and, due to the turnover provisions in the indenture, less, ratably, than the holders of unsubordinated obligations, including trade payables. In addition, all payments on the notes will be blocked in the event of a payment default on senior debt and may be blocked for limited periods in the event of certain nonpayment defaults on our new credit facilities.

      As of March 31, 2004, the notes and the subsidiary guarantees would have been subordinated to approximately $250 million of senior indebtedness, excluding $3.1 million in undrawn letters of credit, and approximately $76.9 million would have been available for borrowing as additional senior debt under our new credit facilities. We will be permitted to incur additional indebtedness, including senior debt, in the future under the terms of the indenture.

Fraudulent conveyance laws permit courts to void guarantees and require noteholders to return payments received from guarantors in specific circumstances.

      Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of a guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee, received less than reasonably equivalent value or fair consideration for the issuance of such guarantee and:

      In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

      The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

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      On the basis of historical information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these notes and the refinancing transactions, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

We may be unable to finance a change of control offer.

      If certain change of control events occur, we will be required to make an offer for cash to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest and additional interest, if any. However, we cannot assure you that we will have the financial resources necessary to purchase the notes upon a change of control or that we will have the ability to obtain the necessary funds on satisfactory terms, if at all. A change of control would result in an event of default under our new credit facilities and may result in a default under other of our indebtedness that may be incurred in the future. The new credit facilities prohibit the purchase of outstanding notes prior to repayment of the borrowings under the new credit facilities and any exercise by the holders of the notes of their right to require us to repurchase the notes will cause an event of default under our new credit facilities. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of the Notes — Repurchase at the Option of Holders — Change of Control.”

Despite our current levels of debt, we may still incur more debt and increase the risks described above.

      We may be able to incur significant additional indebtedness in the future. If we or our subsidiaries add new debt to our current debt levels, the related risks that we and they now face could intensify, making it less likely that we will be able to fulfill our obligations to holders of the notes. None of the agreements governing our indebtedness prohibits us or our subsidiaries from doing so, although the new credit facilities and the indenture will place certain limitations. The new revolving credit facility provides aggregate availability of up to $80.0 million, none of which was drawn as of March 31, 2004.

If an active trading market does not develop for these notes you may not be able to resell them.

      We do not intend to apply for listing of the old notes or, the exchange notes on any securities exchange or for quotation through the National Association of Securities Dealers Automatic Quotation (the “Nasdaq”) system. We expect that the exchange notes will continue to be eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages (“PORTAL”) market. The initial purchasers have informed us that they currently intend to make a market in the old notes and the exchange notes. However, the initial purchasers are not obligated to do so and may discontinue any such market-making at any time without notice.

      The liquidity of any market for the notes will depend upon various factors, including:

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      Accordingly, we cannot assure you that a market or liquidity will develop for the notes or, if issued, the exchange notes.

      Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market for the notes, if any, will not be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the notes.

Risk Factors Related to our Company

We derive a substantial portion of our net revenue less provision for uncollectibles ($229.0 million in 2003) from services provided to the Department of Defense under the TRICARE Program. This Program is scheduled to undergo significant changes beginning in June 2004 that could have a material impact on our current revenues and profits.

      We provide staffing for healthcare facilities located on military bases that provide related services to military personnel and their dependents as a subcontractor under the TRICARE program administered by the Department of Defense. The Department of Defense has a requirement for an integrated healthcare delivery system that includes a contractor managed care support contract to provide health, medical and administrative support services to its eligible beneficiaries. We currently provide our services through subcontract arrangements with managed care organizations that contract directly with the TRICARE program.

      On August 1, 2002, the Department of Defense issued a request for proposals for the next generation of managed care support contracts, also known as the “TRICARE Contracts”. The intent of the TRICARE Contracts is to replace the existing managed care support contracts on a phased-in basis between June and November 2004. The TRICARE Contracts proposal provided for the awarding of prime contracts to three managed care organizations to cover three distinct geographical regions of the country. The award of the prime contracts was announced in August 2003.

      The Department of Defense is currently in the process of determining how it will procure the civilian positions that it will require going forward. Options currently being discussed include “rolling-over” existing staffed positions with existing providers, such as us, through the recently selected managed care organizations, to terminating all existing contracts for staffed positions and putting ongoing staffing needs of military treatment facilities out for competitive bidding.

      The impact on our results of operations and financial condition resulting from the changes in the TRICARE Contracts program are not known or able to be estimated at this time. We have exclusive contracts with two of the three future prime contractors for future resource sharing. In the event the Department of Defense opts to allow for the rollover of existing staffing, we expect to maintain and expand on the business that it currently has in the West and North regions under the TRICARE Contracts. We do not have a contract to provide staffing with the managed care organization that has been awarded the South region under the TRICARE Contracts. In 2003, we derived approximately $47.9 million of net revenue less provision for uncollectibles from staffing contracts located in the South region. We expect that we will be able to pursue direct service contracts with individual military treatment facilities in the South region, as we currently provide staffing to military treatment facilities in this region. The potential success and impact on our results of operations in obtaining direct service contracts is not known or able to be estimated at this time. Alternatively, if the Department of Defense opts to terminate its existing staffing contracts and enter into a competitive bidding process for such positions across all regions, our existing revenues and margins and financial condition may be materially adversely affected.

We could be subject to professional liability lawsuits, some of which we may not be fully insured against or reserved for.

      In recent years, physicians, hospitals and other participants in the healthcare industry have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as

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      Prior to March 12, 2003, we had obtained professional liability insurance from insurance companies to cover our professional liability loss exposures. Our principal insurance policy in effect for such potential claims ended March 11, 2003. The current insurance market for professional liability insurance coverage had changed significantly during the two years since our last policy renewal. Several significant insurance providers of such coverage have ceased to provide such coverage and others have announced substantial rate increases for such coverage. Because of our significant volumes of patient visits, the number of insurance carriers in the marketplace with the ability to provide such level of coverage for us became increasingly more limited and, as a result, more costly. Effective March 12, 2003, we began insuring our professional liability risks principally through a program of self-insurance reserves and a captive insurance company arrangement. Under this program, we provide professional liability insurance to affiliated physicians and other healthcare practitioners and establish reserves, using actuarial estimates, for losses in respect of such insurance, as well as the professional liability losses of Team Health and other corporate entities. These losses will be funded by our captive insurance company and, to the extent these losses exceed the assets of our captive insurance company, may be funded by us. The captive insurance company is subject to insurance regulatory laws and regulations, including actuarially determined premiums and loss reserve requirements. Under our current professional liability insurance program, our exposure for claim losses under professional liability insurance policies provided to affiliates physicians and other healthcare practitioners is limited to the amounts of individual policy coverage limits but there is no limit for aggregate claim losses incurred under all insurance provided to affiliated physicians and other healthcare practitioners or for individual or aggregate professional liability losses incurred by Team Health or other corporate entities. While our provisions for professional liability claims and expenses are determined through actuarial estimates, there can be no assurance that such actuarial estimates will not be exceeded by actual losses and related expenses in the future.

      We could be liable for claims against our affiliated physicians for incidents incurred but not reported during periods for which claims-made insurance covered the related risk. Under generally accepted accounting principles, the cost of professional liability claims, which includes costs associated with litigating or settling claims, is accrued when the incidents that give rise to the claims occur. The accrual includes an estimate of the losses that will result from incidents, which occurred during the claims-made period, but were not reported during that period. These claims are referred to as incurred-but-not-reported claims (“IBNR”). With respect to those physicians for whom we provide tail coverage, for periods prior to March 12, 2003, we have acquired from a commercial insurance company tail coverage for IBNR claims. We cannot assure you that claim losses for periods prior to March 12, 2003, will not exceed the limits of available insurance coverage or reserves established by us for any losses in excess of such insurance coverage limits.

      Furthermore, for those portions of our professional liability losses that are insured through commercial insurance companies, we are subject to the “credit risk” of those insurance companies. While we believe our commercial insurance company providers are currently creditworthy, there can be no assurance that such insurance companies will remain so in the future.

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The reserves that we have established in respect of our professional liability losses are subject to inherent uncertainties.

      We have established reserves for losses and related expenses, which represent estimates involving actuarial and statistical projections, at a given point in time, of our expectations of the ultimate resolution and administration of costs of losses incurred in respect of professional liability risks for the period on and after March 12, 2003. We have also established a reserve for potential losses in excess of commercial insurance aggregate coverage limits for the period prior to March 12, 2003. Insurance reserves are inherently subject to uncertainty. Our reserves are based on historical claims, demographic factors, industry trends, severity and exposure factors and other actuarial assumptions calculated by an independent actuary firm. In a study completed in May 2003, based on information as of October 2002, the independent actuary firm projected that ultimate losses for the March 12, 2003 to March 11, 2004 period, discounted to present value using a 4% discount rate, will be in the range of $44.1 million to $70.5 million. The independent actuary firm will perform studies of projected ultimate losses at least annually. We use the actuarial estimates to establish reserves. Our reserves could be significantly affected should current and future occurrences differ from historical claim trends and expectations. While claims are monitored closely when estimating reserves, the complexity of the claims and wide range of potential outcomes often hampers timely adjustments to the assumptions used in these estimates. Actual losses and related expenses may deviate, perhaps substantially, from the reserve estimates reflected in our financial statements. If our estimated reserves are determined to be inadequate, we will be required to increase reserves at the time of such determination, which would result in a corresponding reduction in our net earnings in the period in which such deficiency is determined. See “Management’s discussion and analysis of financial condition and results of operations — Critical accounting policies and estimates — Insurance reserves” and Note 9 of the notes to our consolidated financial statements.

We may incur substantial costs defending our interpretations of government regulations and if we lose, the government could force us to restructure and subject us to fines, monetary penalties and exclusion from participation in government sponsored programs such as Medicare and Medicaid.

      Our operations and arrangements with healthcare providers are subject to extensive government regulation, including numerous laws directed at preventing fraud and abuse, laws prohibiting general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians, and laws regulating billing and collection of reimbursement from governmental programs, such as the Medicare and Medicaid programs. Of particular importance are:

      (1) provisions of the Omnibus Budget Reconciliation Act of 1993, commonly referred to as Stark II, that, subject to limited exceptions, prohibit physicians from referring Medicare patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including a compensation arrangement) with the entity,

      (2) provisions of the Social Security Act, commonly referred to as the “anti-kickback statute,” that prohibit the knowing and willful offering, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration in return for the referral or recommendation of patients for items and services covered, in whole or in part, by federal healthcare programs, such as Medicare and Medicaid,

      (3) provisions of the Health Insurance Portability and Accountability Act of 1996 that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services,

      (4) the federal False Claims Act that imposes civil and criminal liability on individuals or entities that submit false or fraudulent claims for payment to the government,

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      (5) reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare programs,

      (6) similar state law provisions pertaining to anti-kickback, self-referral and false claims issues,

      (7) state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians,

      (8) laws that regulate debt collection practices as applied to our internal collection agency and debt collection practices,

      (9) federal laws such as the Emergency Medical Treatment and Active Labor Act of 1986 that require the hospital and emergency department or urgent care center physicians to provide care to any patient presenting to the emergency department or urgent care center in an emergent condition regardless of the patient’s ability to pay, and similar state laws, and

      (10) state and federal statutes and regulations that govern workplace health and safety.

      Each of the above may have related rules and regulations which are subject to interpretation and may not provide definitive guidance as to the application of those laws, rules or regulations to our operations, including our arrangements with hospitals, physicians and professional corporations.

      We have structured our operations and arrangements with third parties in an attempt to comply with these laws, rules and regulations based upon what we believe are reasonable and defensible interpretations of these laws, rules and regulations. However, we cannot assure you that the government will not successfully challenge our interpretation as to the applicability of these laws, rules and regulations as they relate to our operations and arrangements with third parties.

      In the ordinary course of business and like others in the healthcare industry, we receive requests for information from government agencies in connection with their regulatory or investigational authority. We review such requests and notices and take appropriate action. We have been subject to certain requests for information in the past and could be subject to such requests for information in the future, which could result in significant penalties, as well as adverse publicity. The results of any current or future investigation or action could have a material adverse effect.

      With respect to state laws that relate to the practice of medicine by general business corporations and to fee splitting, while we seek to comply substantially with existing applicable laws, we cannot assure you that state officials who administer these laws will not successfully challenge our existing organization and our contractual arrangements, including noncompetition agreements with physicians, professional corporations and hospitals as unenforceable or as constituting the unlicensed practice of medicine or prohibited fee-splitting.

      If federal or state government officials challenge our operations or arrangements with third parties which we have structured based upon our interpretation of these laws, rules and regulations, the challenge could potentially disrupt our business operations and we may incur substantial defense costs, even if we successfully defend our interpretation of these laws, rules and regulations.

      In the event regulatory action limited or prohibited us from carrying on our business as we presently conduct it or from expanding our operations to certain jurisdictions, we may need to make structural and organizational modifications of our company and/or our contractual arrangements with physicians, professional corporations and hospitals. Our operating costs could increase significantly as a result. We could also lose contracts or our revenues could decrease under existing contracts as a result of a restructuring. Moreover, our financing agreements may also prohibit modifications to our current structure and consequently require us to obtain the consent of the holders of this indebtedness or require the refinancing of this indebtedness. Any restructuring would also negatively impact our operations because our management’s time and attention would be diverted from running our business in the ordinary course.

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If governmental authorities determine that we violate Medicare reimbursement regulations, our revenues may decrease and we may have to restructure our method of billing and collecting Medicare payments.

      The Medicare program prohibits the reassignment of Medicare payments due to a physician or other healthcare provider to any other person or entity unless the billing arrangement between that physician or other healthcare provider and the other person or entity falls within an enumerated exception to the Medicare reassignment prohibition. Historically, there was no exception that allowed us to receive directly Medicare payments related to the services of independent contractor physicians. However, the Medicare Prescription Drug Improvement and Modernization Act of 2003 amended the Medicare reassignment statute as of December 8, 2003 and may now permit our independent contractor physicians to reassign their Medicare receivable to us. At this time we are evaluating whether to restructure our method of billing and collecting Medicare payments in light of this new statutory reassignment exception.

      In the meantime, we currently use a “lockbox” model which we believe complies with the Medicare reassignment rules and we have notified Medicare carriers of the details of our lockbox billing arrangement. With respect to Medicare services that our independently contracted physicians render, Medicare carriers send payments for the physician services to a lockbox bank account under the control of the physician. The physician, fulfilling his contractual obligations to us, then directs the bank to transfer the funds in that bank account into a company bank account. In return, we pay the physician an agreed amount for professional services provided and provide management and administrative services to or on behalf of the physician or physician group. However, we cannot assure you that government authorities will not challenge our lockbox model as a result of changes in the applicable statutes and regulations or new interpretations of existing statutes and regulations.

      With respect to Medicare services that physicians employed by physician-controlled professional corporations render, Medicare carriers send payments for physician services to a group account under our control. While we seek to comply substantially with applicable Medicare reimbursement regulations, we cannot assure you that government authorities would find that we comply in all respects with these regulations.

If future regulation forces us to restructure our operations, including our arrangements with physicians, professional corporations, hospitals and other facilities, we may incur additional costs, lose contracts and suffer a reduction in revenue under existing contracts and we may need to refinance our debt or obtain debt holder consent.

      Legislators have introduced and may introduce in the future numerous proposals into the United States Congress and state legislatures relating to healthcare reform in response to various healthcare issues. We cannot assure you as to the ultimate content, timing or effect of any healthcare reform legislation, nor is it possible at this time to estimate the impact of potential legislation. Further, although we exercise care in structuring our arrangements with physicians, professional corporations, hospitals and other facilities to comply in all significant respects with applicable law, we cannot assure you that: (1) government officials charged with responsibility for enforcing those laws will not assert that we, or transactions into which we have entered, violate those laws or (2) governmental entities or courts will ultimately interpret those laws in a manner consistent with our interpretation.

      The continual flux of healthcare rules and regulations at the federal, state and local level could revise the future of our relationships with the hospitals and physicians with whom we contract. In addition to the regulations referred to above, aspects of our operations are also subject to state and federal statutes and regulations governing workplace health and safety and, to a small extent, the disposal of medical waste. Changes in ethical guidelines and operating standards of professional and trade associations and private accreditation commissions such as the American Medical Association and the Joint Commission on Accreditation of Healthcare Organizations may also affect our operations.

      Accordingly, changes in existing laws and regulations, adverse judicial or administrative interpretations of these laws and regulations or enactment of new legislation could force us to restructure our relationships with physicians, professional corporations, hospitals and other facilities. This could cause our operating

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Laws and regulations that regulate payments for medical services by government sponsored healthcare programs could cause our revenues to decrease.

      Our affiliated physician groups derive a significant portion of their net revenue less provision for uncollectibles from payments made by government sponsored healthcare programs such as Medicare and state reimbursed programs. There are increasing public and private sector pressures to restrain healthcare costs and to restrict reimbursement rates for medical services. Any change in reimbursement policies, practices, interpretations, regulations or legislation that places limitations on reimbursement amounts or practices could significantly affect hospitals, and consequently affect our operations unless we are able to renegotiate satisfactory contractual arrangements with our hospital clients and contracted physicians.

      We believe that regulatory trends in cost containment will continue. We cannot assure you that we will be able to offset reduced operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot assure you that the federal government will not impose reductions in the Medicare physician fee schedule in the future. Any such reductions could reduce our revenues.

      On November 7, 2003, Centers for Medicare and Medicaid Services (“CMS”) issued its updates to the physician fee schedule payment rates for 2004. These 2004 physician fee schedule payment rate updates were subsequently revised on January 7, 2004 to implement provisions of The Medicare Prescription Drug Improvement and Modernization Act of 2003, which provide that the update to the conversion factor for physicians’ services for 2004 and 2005 will increase by at least 1.5%. Without this legislative change, the update for 2004 would have reduced fee schedule payment rates by 4.5% with a smaller reduction in 2005. As a result of the legislative change in January 2004, we now estimate that we will realize an increase in such revenues in 2004 from Medicare and other related revenue sources of approximately $3.9 million.

We could experience a loss of contracts with our physicians or be required to sever relationships with our affiliated professional corporations in order to comply with antitrust laws.

      Our contracts with physicians include contracts with physicians organized as separate legal professional entities (e.g. professional medical corporations) and as individuals. As such, the antitrust laws deem each such physician/practice to be separate, both from Team Health and from each other and, accordingly, each such physician/practice is subject to a wide range of laws that prohibit anti-competitive conduct among separate legal entities or individuals. A review or action by regulatory authorities or the courts, which is negative in nature as to the relationship between us and the physicians/practices we contract with, could force us to terminate our contractual relationships with physicians and affiliated professional corporations. Since we derive a significant portion of our revenues from these relationships, our revenues could substantially decrease. Moreover, if any review or action by regulatory authorities required us to modify our structure and organization to comply with such action or review, the indenture and/or the new credit facilities may not permit such modifications, thereby requiring us to obtain the consent of the holders of such indebtedness or requiring the refinancing of such indebtedness.

A reclassification of our independent contractor physicians by tax authorities could require us to pay retroactive taxes and penalties.

      As of December 31, 2003, we contracted with approximately 2,500 affiliated physicians as independent contractors to fulfill our contractual obligations to clients. Because we consider many of the physicians with whom we contract to be independent contractors, as opposed to employees, we do not withhold

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We are subject to the financial risks associated with our fee-for-service contracts which could decrease our revenue, including changes in patient volume, mix of insured and uninsured patients and patients covered by government sponsored healthcare programs and third party reimbursement rates.

      We derive our revenue through two primary types of arrangements. If we have a flat fee contract with a hospital, the hospital bills and collects fees for physician services and remits a negotiated amount to us monthly. If we have a fee-for-service contract with a hospital, either we or our affiliated physicians collect the fees for physician services. Consequently, under fee-for-service contracts, we assume the financial risks related to changes in mix of insured and uninsured patients and patients covered by government sponsored healthcare programs, third party reimbursement rates and changes in patient volume. We are subject to these risks because under our fee-for-service contracts, our fees decrease if a smaller number of patients receive physician services or if the patients who do receive services do not pay their bills for services rendered or we are not fully reimbursed for services rendered. Our fee-for-service contractual arrangements also involve a credit risk related to services provided to uninsured individuals. This risk is exacerbated in the hospital emergency department physician-staffing context because federal law requires hospital emergency departments to evaluate all patients regardless of the severity of illness or injury. We believe that uninsured patients are more likely to seek care at hospital emergency departments because they frequently do not have a primary care physician with whom to consult. We also collect a relatively smaller portion of our fees for services rendered to uninsured patients than for services rendered to insured patients. In addition, fee-for-service contracts also have less favorable cash flow characteristics in the start-up phase than traditional flat-rate contracts due to longer collection periods.

Our revenue could be adversely affected by a net loss of contracts.

      A significant portion of our growth has historically resulted from increases in the number of patient visits and fees for services provided under existing contracts and the addition and acquisition of new contracts. Our contracts with hospitals generally have terms of three years. Our contracts with military treatment facilities are generally for one year and are currently in the form of a subcontractor relationship with the prime contractor holding a contract with the government. Both types of contracts are generally automatically renewable under similar terms and conditions unless either party gives notice of an intent not to renew. While most contracts are terminable by either of the parties upon notice of as little as 30 days, average tenure of our existing hospital contracts is approximately eight years. These contracts may not be renewed or, if renewed, may contain terms that are not as favorable to us as our current contracts. We cannot assure you that we will not experience a net loss of contracts in the future and that any such net loss would not have a material adverse effect on our operating results and financial condition.

We may not be able to find suitable acquisition candidates or successfully integrate completed acquisitions into our current operations in order to profitably operate our consolidated company.

      When we obtain new contracts with hospitals and managed care companies, which increasingly involves a competitive bidding process, we must accurately assess the costs we will incur in providing

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We may not be able to successfully recruit and retain qualified physicians to serve as our independent contractors or employees.

      Our ability to recruit and retain affiliated physicians and qualified personnel significantly affects our performance at hospitals and urgent care clinics. In the recent past, our client hospitals have increasingly demanded a greater degree of specialized skills, training and experience in the physicians who staff their contracts. This decreases the number of physicians who are qualified to staff our contracts. Moreover, because of the scope of the geographic and demographic diversity of the hospitals and other facilities we contract with, we must recruit physicians to staff a broad spectrum of contracts. We have had difficulty in the past recruiting physicians to staff contracts in some regions of the country and at some less economically advantaged hospitals. Moreover, we compete with other entities to recruit and retain qualified physicians and other healthcare professionals to deliver clinical services. Our future success depends on our ability to recruit and retain competent physicians to serve as our employees or independent contractors. We may not be able to attract and retain a sufficient number of competent physicians and other healthcare professionals to continue to expand our operations. We believe that we have experienced a loss of some contracts in the past because of our inability to staff those contracts with qualified physicians. In addition, there can be no assurance that our non-competition contractual arrangements with affiliated physicians and professional corporations will not be successfully challenged in certain states as unenforceable. We have contracts with physicians in many states. State law governing non-compete agreements varies from state to state. Some states are reluctant to strictly enforce non-compete agreements with physicians. In such event, we would be unable to prevent former affiliated physicians and professional corporations from competing with us, potentially resulting in the loss of some of our hospital contracts and other business.

The high level of competition in our industry could adversely affect our contract and revenue base.

      The provision of outsourced physician staffing and administrative services to hospitals and clinics is characterized by a high degree of competition. Competition for outsourced physician and other healthcare staffing and administrative service contracts is based primarily on:

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      Such competition could adversely affect our ability to obtain new contracts, retain existing contracts and increase our profit margins. We compete with both national and regional enterprises as Emcare, Inc; PhyAmerica Physician Group, Inc.; The Schumacher Group; and NES Healthcare Group, some of which have substantially greater financial and other resources available to them. In addition, some of these firms may have greater access than us to physicians and potential clients. We also compete against local physician groups and self-operated hospital emergency departments for satisfying staffing and scheduling needs.

We depend on reimbursements by third-party payors, as well as payments by individuals.

      We receive a substantial portion of our payments for healthcare services from third-party payors, including Medicare, Medicaid, private insurers, managed care organizations and hospitals. We received approximately 56% of our net revenue less provision for uncollectibles from such third-party payors during fiscal 2003, including approximately 19% from Medicare and Medicaid. Additionally, we receive approximately 23% of our net revenue less provision for uncollectibles from MCSCs.

      The reimbursement process is complex and can involve lengthy delays. Third-party payors continue their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. We recognize revenue when we provide healthcare services; however, there can be delays before we receive payment. In addition, third-party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, they were for services provided that were not medically necessary or additional supporting documentation is necessary. Retroactive adjustments may change amounts realized from third-party payors. We are subject to governmental audits of our Medicare and Medicaid reimbursement claims and may be required to repay these agencies if a finding is made that we were incorrectly reimbursed. Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase the overall costs of collection and cause us to incur additional borrowing costs.

      We also may not be paid in those instances where we provide health care services to uninsured individuals. Amounts not covered by third-party payors are the obligations of individual patients. We may not receive whole or partial payments from these uninsured individuals.

      The risks associated with third-party payors and uninsured individuals and the inability to monitor and manage accounts receivable successfully could have a material adverse effect on our business, financial condition and results of operations. Our collection policies or our allowance for Medicare, Medicaid, MCSCs and contractual discounts and doubtful accounts receivable may not be adequate.

Failure to timely or accurately bill for our services could have a negative impact on our net revenues, bad debt expense and cash flow.

      Billing for emergency department visits in a hospital setting and other physician-related services is complex. The practice of providing medical services in advance of payment or, in many cases, prior to assessment of ability to pay for such services, may have significant negative impact on our net revenues, bad debt expense, and cash flow. We bill numerous and varied payors, such as self-pay patients, various forms of commercial insurance companies and the Medicare and Medicaid Programs. These different payors typically have differing forms of billing requirements that must be met prior to receiving payment for services rendered. Reimbursement to us is typically conditioned on our providing the proper medical necessity and diagnosis codes. Incorrect or incomplete documentation and billing information could result in non payment for services rendered.

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      Additional factors that could complicate our billing include:

      To the extent that the complexity associated with billing for our services causes delays in our cash collections, we assume the financial risk of increased carrying costs associated with the aging of our accounts receivable as well as increased potential for bad debts.

We are subject to the risk that the former shareholders of Spectrum Healthcare Resources (“SHR”) will be unable to fulfill their obligations to us under a sale agreement.

      In connection with the acquisition of SHR on May 1, 2002, subject to certain limitations, the previous shareholders of SHR and related entities have indemnified us against certain potential losses attributable to events or conditions that existed prior to May 1, 2002. The indemnity limit is $10.0 million, with certain potential losses, as defined, subject to a $0.5 million “basket” before such losses are recoverable from the previous shareholders. In addition, a separate indemnification exists with a limit of $10.0 million relating to any claims asserted against SHR during the three years subsequent to the date of SHR’s acquisition related to tax matters whose origin was attributable to tax periods prior to May 1, 2002.

We are controlled by our principal equityholders, which have the power to take unilateral action.

      Madison Dearborn Partners, Inc. and Cornerstone Equity Investors, LLC control our business affairs and policies. Circumstances may occur in which the interests of these equity holders could be in conflict with the interests of the holders of the notes. In addition, these equity holders may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of the notes. See “Management,” “Security ownership of certain beneficial owners” and “Certain relationships and related transactions.”

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USE OF PROCEEDS

      This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding securities in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus. The old notes surrendered in exchange for exchange notes will be retired and canceled. Accordingly, no additional debt will result from the exchange. We have agreed to bear the expense of the exchange offer.

      The net proceeds from the sale of the old notes were approximately $180.0 million, less the initial purchasers’ commission and fees and expenses. We used the net proceeds from the sale of the old notes, together with funds from borrowings under our new credit facility, as follows

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

      Simultaneously with the sale of the old notes, we entered into a registration rights agreement with J.P. Morgan Securities Inc., Banc of America Securities LLC and Merrill Lynch Pierce Fenner & Smith Incorporated. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to (i) cause to be filed an exchange offer registration statement with the SEC and (ii) to cause such registration statement to be declared effective by the SEC. We also agreed to use our commercially reasonable efforts to cause the exchange offer to be consummated not later than 60 days after the exchange offer registration statement is declared effective. A copy of the registration rights agreement has been filed as an exhibit herewith.

      We are conducting the exchange offer to satisfy our contractual obligations under the registration rights agreement. The form and terms of the exchange notes are the same as the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act, and holders of the exchange notes will not be entitled to the payment of any additional amounts pursuant to the terms of the registration rights agreement, as described below.

      The registration rights agreement provides that, promptly after the exchange offer registration statement has been declared effective, we will offer to holders of the old notes the opportunity to exchange their existing notes for exchange notes having a principal amount, interest rate, maturity date and other terms substantially identical to the principal amount, interest rate, maturity date and other terms of their old notes. We will use our commercially reasonable efforts to complete the exchange offer no later than 60 days after the exchange offer registration statement is declared effective. The exchange notes will be accepted for clearance through the DTC, Clearstream, Luxembourg and the Euroclear System with a new CUSIP and ISIN number and common code. All of the documentation prepared in connection with the exchange offer will be made available at the offices of The Bank of New York, our exchange agent.

      Based on existing interpretations of the Securities Act by the staff of the SEC, we believe that the holders of the exchange notes (other than holders who are broker-dealers) may freely offer, sell and transfer the exchange notes. However, holders of old notes who are our affiliates, who intend to participate in the exchange offer for the purpose of distributing the exchange notes, or who are broker-dealers who purchased the old notes from us for resale, may not freely offer, sell or transfer the old notes, may not participate in the exchange offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer, sale or transfer of old notes.

      Each holder of old notes who is eligible to and wishes to participate in the exchange offer will be required to represent that it is not our affiliate, that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution of the exchange notes. In addition, any broker-dealer who acquired the old notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes. We will agree to provide sufficient copies of the latest version of such prospectus to such broker-dealers, if subject to similar prospectus delivery requirements for a period ending 180 days from the last exchange date, as defined in the registration rights agreement.

      If applicable interpretations of the staff of the Commission do not permit us to effect the exchange offer, we will use our reasonable best efforts to cause to become effective a shelf registration statement relating to resales of the notes and to keep that shelf registration statement effective until the expiration of the time period referred to in Rule 144(k) under the Securities Act, or such shorter period that will terminate when all notes covered by the shelf registration statement have been sold. We will, in the event of such a shelf registration, provide to each noteholder copies of a prospectus, notify each noteholder when the shelf registration statement has become effective and take certain other actions to permit resales of the notes. A noteholder that sells notes under the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will

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      If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the date that is 210 days after the closing date (the “Target Registration Date”), the annual interest rate borne by the notes will be increased by 0.25% per annum, with respect to the first 90 days after the Target Registration Date, and, if the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) prior to the end of such 90-day period, by an additional 0.25% per annum, up to a maximum amount of 1.0% per annum, in each case until the exchange offer is completed or the shelf registration statement is declared effective.

Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000.

      The form and terms of the exchange notes are the same as the form and terms of the existing notes except that:

The exchange notes will evidence the same debt as the outstanding securities and will be entitled to the benefits of the indenture.

      Holders of old notes do not have any appraisal or dissenters’ rights under the Delaware General Corporations Law, or the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

      We will be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

      If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted old notes will be returned, without expense, to the tendering holder as promptly as practicable after the expiration date of the exchange offer.

      Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of existing notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “— Fees and Expenses.”

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Expiration Date; Extensions; Amendments

      The term “expiration date” will mean 5:00 p.m., New York City time, on                     , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

      To extend the exchange offer, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date, we will:

      We reserve the right, in our sole discretion,

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders. We will give oral notice (promptly confirmed in writing) or written notice of any delay, extension or termination to the exchange agent.

Interest on the Exchange Notes

      The exchange notes will bear interest from their date of issuance. Holders of existing notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on October 1, 2004. Interest on the old notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

      Interest on the exchange notes is payable semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2004.

Procedures for Tendering Existing Notes

      Only a holder of old notes may tender old notes in the exchange offer. To tender in the exchange offer, a holder must:

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      To tender old notes effectively, the holder must complete a letter of transmittal or an agent’s message and other required documents and the exchange agent must receive all the documents prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the old notes shall be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

      The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding securities that the participant has received and agrees:

      By executing the letter of transmittal, each holder will make to us the representations set forth above in the fifth paragraph under the heading See “ — Purpose of the Exchange Offer.”

      The tender by a holder and the acceptance of the tender by us will constitute agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

      The method of delivery of the existing notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is that the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them

      Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” included with the letter of transmittal.

      An institution that is a member firm of the Medallion system must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the old notes are tendered:

      If the letter of transmittal is signed by a person other than the registered holder of any existing notes listed in that letter of transmittal, the old notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the old notes. An institution that is a member firm of the Medallion System must guarantee the signature.

      If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

      We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding securities at DTC for the purpose of facilitating the exchange offer, and subject to the establishment of this account, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding securities by causing DTC to transfer the old notes into the exchange agent’s account with respect to the old notes in accordance with

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      All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered old notes and withdrawal of tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any existing notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of old notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Guaranteed Delivery Procedures

      Holders who wish to tender their outstanding securities and:

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      upon three New York Stock Exchange trading days after the expiration date.

      Upon request to the exchange agent, we will send a notice of guaranteed delivery to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, holders may withdraw tenders of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of old notes in the exchange offer, the exchange agent must receive a letter or facsimile transmission notice of withdrawal at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:

We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices. Our determination will be final and binding on all parties. We will not deem old notes so withdrawn to have been validly tendered for purposes of the exchange offer. We will not issue exchange notes for withdrawn old notes unless you validly retender the withdrawn old notes. We will return any old notes which have been tendered but which are not accepted for exchange to the holder of the old notes at our cost as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn old notes by following one of the procedures described above under “— Procedures for Tendering Existing Notes” at any time prior to the expiration date.

Conditions

      Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or issue exchange notes for, any old notes, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of the old notes, if:

      These conditions are for our sole benefit and we may assert them at any time before the expiration of the exchange offer. Our failure to exercise any of the foregoing rights will not be a waiver of our rights.

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Exchange Agent

      The Bank of New York has been appointed as the exchange agent for the exchange offer. You should direct all