Physicians' Specialty Corp.
Ticker:ENTS 5555 Peachtree Dunwoody Road, Suite 235
Exchange:NASDAQ-National Market Atlanta, GA 30342
Industry:Service (SIC Code 8011) (404) 256-7535

Offering Information
Type of Shares:Common Shares Filing Date:11/29/96
U.S. Shares:2,200,000 Offer Date:3/21/97
Non-U.S. Shares:0 Filing Range:$8.50 - $10.50
Primary Shares:2,200,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $20,900,000 Selling:$0.32
Expenses:$1,387,000 Reallowance:$0.10
Shares Out After:5,328,725

Primary Underwriting Group
ManagerTierPhone
Southcoast Capital CorpLead Manager (212) 940-9488

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bachner, Tally, Polevoy & Misher
Bank's Law Firm: Kramer, Levin, Naftalis, Nessen, Kamin & Frankel

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$12.17$10.89$9.08Assets:$6.12
Net Income:$1.56$2.01$1.13Curr Assets:
EPS:$0.29$0.23$0.21Liabilities:$3.77
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$2.35
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was recently organized to provide physician practice management services to medical groups specializing in disorders and diseases of the ear, nose and throat. Concurrently with the closing of these offering, the company will acquire substantially all of the assets of Atlanta Ear, Nose & Throat Associates, P.C., the largest ENT group practice in the state of Georgia, and the common stock of three corporations which hold, manage and administer capitated ENT managed care contracts covering an aggregate of approximately 354,000 enrollees. Increasing concern over the rising cost of health care in the United States has led to the emergence and increasing prominence of managed care. Because fee-for-service arrangements for compensating health care providers fail to create incentives for the efficient utilization of resources and are selecting alternative reimbursement methods, such as capitated arrangements, which shift the financial risk of delivering health care from payors to providers.

Competition
The physician practice management industry in the United States generally, and in the Southeastern United States specifically, is highly competitive. The restructuring of the United States health care system is leading to rapid consolidation of the existing highly-fragmented health care delivery system into larger and more organized groups and networks of health care providers. The company expects competition to increase as a result of this consolidation and ongoing cost containment pressures among other factors. The company will compete with management services organizations, for-profit and nonprofit hospitals, HMOs and other competitors seeking to form strategic alliances with physicians or provide management services to physicians. The company believes that the quality of its management services, experience in developing, managing and administering capitated managed care contracts, the breadth of the ENT medical and surgical services provided by physicians practicing at affiliated practices and the utility of the Capitated Network System positions it to compete favorably for affiliation with additional ENT and complementary group practices. The company is unable to predict the extent of future competition because of changing competitive conditions, changes in laws and regulations, government budgeting, technological and economic developments and other factors. However, there are certain companies, including hospitals and insurers, that are expanding their presence in the health care industry and are significantly larger, provide a wider variety of services, have greater experience in providing health care management services, have longer established relationships with customers for these services and have access to substantially greater financial resources than the company. The company believes that competition for fee-for-service revenue is dependent upon, among other things, the geographic coverage of affiliated practices, the reputation and referral patterns of affiliated physicians, the breadth of ENT medical and surgical services provided by physicians practicing at affiliated practices and the composition of the physicians at such practices. The company's ability to compete successfully for specialty capitated managed care contracts may depend upon, among other things, the company's ability to increase the number of associated physicians and other health care professionals included in its network provider panel through asset or equity acquisitions of additional specialty practices and by entering into network agreements with independent physicians. There can be no assurance that suitable acquisitions can be accomplished on terms favorable to the company or that financing, if necessary, can be obtained for such acquisitions. In addition, there can be no assurance that the company would be able to operate profitably any facilities, businesses or other assets it may acquire, effectively integrate the operations of such acquisition or otherwise achieve the intended benefits of such acquisition.

Business Plan
The company's primary objective is to develop, manage and integrate ENT physician and Related Specialty practices into comprehensive networks for the provision of high quality, cost-effective ENT medical and surgical services to capitated managed care enrollees and fee-for-service patients. The key elements of the company's implementation strategy are to: (I) Acquire and Affiliate with ENT and Related Specialty Practices and (ii) Develop Provider Networks.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital, including future acquisitions; to repay outstanding indebtedness of the Founding Practice and the Company and to expand the company's information systems.

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