<PAGE>   1

===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  FORM 10-K/A

                                Amendment No. 1

                                       to

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1997

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-19147

                              Coventry Corporation
             (Exact name of registrant as specified in its charter)

             Tennessee                                        62-1297579
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification Number)

  501 Corporate Centre Drive, Suite 400
            Franklin, Tennessee                                 37067
  (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (615) 771-4141

Securities registered pursuant to Section 12(b) of the Act: 
     None

Securities registered pursuant to Section 12(g) of the Act: 
     Common Stock, $.01 par value

     Common Stock purchase rights         

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports), and (2) has been subject to such
filing  requirements for the past 90 days. YES  X  NO

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of the registrant's voting Common Stock held
by non-affiliates of the registrant as of March 16, 1998 (computed by reference
to the closing price of such stock on The Nasdaq Stock Market) was $621,856,007.

         As of March 16, 1998, there were 33,393,492 shares of the registrant's
voting Common Stock outstanding.

===============================================================================

<PAGE>   2


                              COVENTRY CORPORATION

                                    FORM 10-K

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>        <C>                                                                <C>
PART I     OMITTED                                             

PART II    OMITTED

PART III                                                                     

Item 10:   Directors and Executive Officers of the Registrant

Item 11:   Executive Compensation

Item 12:   Security Ownership of Certain Beneficial Owners 
           and Management

Item 13:   Certain Relationships and Related Transactions

PART IV    OMITTED

</TABLE>



<PAGE>   3
                                    PART III

ITEM 10:   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

At March 31, 1998, the Company's directors and executive officers are as 
follows:

<TABLE>
<CAPTION>

NAME                                AGE         POSITION

<S>                                 <C>         <C>
John H. Austin, M.D.                53          Director(1)(2)
Philip N. Bredesen                  54          Director
Laurence DeFrance                   53          Director(1)(2)
Emerson D. Farley, Jr., M.D.        59          Director
Patrick T. Hackett                  36          Director(2)
Richard H. Jones                    42          Director, Senior Vice President
Lawrence N. Kugelman                55          Director
Rodman W. Moorhead, III             54          Director(1)
Allen F. Wise                       55          Director, Chief Executive Officer and President
Joseph N. Carroll                   59          Vice President of Operations
James L. Gore                       60          Vice President
James R. Hailey                     41          Vice President, Specialty Markets
Jan H. Hodges                       38          Vice President, Finance
Robert A. Mayer                     55          Senior Vice President
Jefferson H. Ockerman               42          Assistant Secretary
Shirley R. Smith                    53          Vice President, Corporate General Counsel and Secretary
Dale B. Wolf                        43          Senior Vice President, Chief Financial Officer and Treasurer

</TABLE>

(1) Member of Compensation and Benefits Committee
(2) Member of Audit and Finance Committee

Dr. Austin has been a director of the Company since January 1988 and was elected
Chairman of the Board of Directors in December 1995. Dr. Austin has been
employed with Arcadian Management Services since June 1997. From March 1997
until June 1997, Dr. Austin was self-employed as a health care consultant. From
October 1994 to March 1997, he served as President of the Professional Services
Division of Unihealth, one of the nation's largest voluntary non-profit
healthcare networks. From July 1992 to October 1994 he was a self-employed
health care consultant. He was employed as Executive Vice President and Medical
Director for Health Plan of America, an HMO from 1987 until June 1992.
He is currently a director of Quadramed Corporation.

Mr. Bredesen accepted a position as a director of the Company in April 1997. He
was formerly a director of the Company from its founding in November 1986 to
January 1993. He is currently the Mayor of the Metropolitan Government of
Nashville and Davidson County, Tennessee, having been elected to that position
in August 1991 and re-elected in August 1995.

Mr. DeFrance has been a director of the Company since August 1990. Since March
1992 he has been self-employed as a business consultant and private investor. He
was a member of the Board of Directors of DeVlieg-Bullard, Inc., a manufacturer
of precision engineered machine tools, from April 1986 to December 1994. He was
DeVlieg-Bullard's President from April 1986 to March 1992 and its Chief
Executive Officer from December 1989 to March 1992.

Dr. Farley has been a director of the Company since December 1994. Since 1972,
Dr. Farley has been engaged in the private practice of medicine in Richmond,
Virginia. From 1989 until September 1997, he was the Medical Consultant for
Signet Bank in Richmond, Virginia. Since 1991, Mr. Farley has been the
Vice-Chairman of Doctors Insurance Reciprocal Risk Retention Group in Richmond,
Virginia which provides medical malpractice insurance coverage to physicians.
From 1984 to 1994, he was the Chairman of the Board of Directors of Southern
Health Management Corporation (now known as Coventry HealthCare Management
Corporation).



<PAGE>   4



Mr. Hackett has been a Managing Director of E.M. Warburg, which manages Warburg
Pincus Ventures since 1994. He served as an Associate at E.M. Warburg from 1990
to 1991 and as Vice President from 1991 to 1993. Mr. Hackett is a member of the
Board of Directors of Transition Systems, Inc., a provider of software and
related services to the health care industry, and several privately held
companies.

Mr. Jones has been a director of the Company since December 1995. A certified
public accountant, Mr. Jones was named President and Chief Executive Officer of
Group Health Plan, Inc., a wholly-owned subsidiary of the Company, on October 7,
1996. He is also a Senior Vice President of the Company and was Treasurer of the
Company from June 1993 until December 1996. From November 1990 to June 1993, he
was Vice President, Chief Financial Officer and Treasurer of the Company.

Mr. Kugelman has been a director of the Company since August 1992. He was
interim Chief Executive Officer and President of the Company from December 1995
until October 6, 1996. From March 1995 until December 1995 he was a
self-employed healthcare consultant. He was Executive Vice President of American
Medical International, an organization that owns and operates acute care
hospitals nationwide, from January 1993 to March 1995. From July 1992 to
December 1992, he was Executive Director of the Sisters of St. Joseph Healthcare
Foundation, which was created in connection with HealthPlan of America's
conversion from not-for-profit to for-profit status. He was President and Chief
Executive Officer of Health Plan of America from September 1986 to July 1992.

Mr. Moorhead has been employed since 1973 by E.M. Warburg, a specialized
financial services firm in New York, where he currently serves as Senior
Managing Director. He is a director of NeXstar Pharmaceuticals, Inc.,
Transkaryotic Therapies, Inc., Xomed Surgical Products, Inc. and several private
companies. He is a Trustee of The Taft School and a member of the Overseer's
Committee on University Resources, Harvard College.

Mr. Wise was elected a director of the Company in October 1996. He was named
President and Chief Executive Officer of the Company on October 7, 1996. Mr.
Wise was Executive Vice President of MetraHealth Company, Inc., a managed health
care Exchange Agent, from October 1994 until it was acquired by United
HealthCare Corp., a managed health care Exchange Agent, in October 1995. He
retained the same title with United HealthCare Corp. until October 1996. From
January 1994 to October 1994 he was President and Chief Executive Officer of
Wise Health System, a health care investment company. From 1991 to 1994, Mr.
Wise was President and Chief Executive Officer of Keystone Health Plan, a
managed health care Exchange Agent, and was also Chief Operating Officer of
Independence Blue Cross, a health care insurance Exchange Agent located in
Philadelphia, Pennsylvania.

Mr. Carroll was elected Vice President of Operations of the Company on October
14, 1996. From April 1996 to October 1996, he was a self-employed healthcare
consultant. From March 1992 to April 1996, Mr. Carroll was the Senior Vice
President and Chief Information Officer of Independence Blue Cross, a healthcare
insurance company located in Philadelphia, Pennsylvania.

Mr. Gore has been a Vice President of the Company since December 1994. Since
1990 he has been President and Chief Executive Officer of Coventry HealthCare
Management Company and its two subsidiaries, Southern Health Benefit Services,
Inc., a third party claims administrator for claims processing, and Southern
Health Services, Inc., a 57,000 member open panel HMO located in Richmond,
Virginia.

Mr. Hailey has been the Vice President, Specialty Markets, of the Company since
March 1994. Prior to joining the Company, Mr. Hailey was employed by SmithKline
Beecham Pharmaceuticals ("SmithKline"), an international pharmaceutical company.
From March 1982 to March 1994, Mr. Hailey's experience at SmithKline included
managed care sales, marketing, sales management and hospital sales. For more
than three years, he practiced clinical pharmacy in a teaching hospital. Mr.
Hailey holds a Doctor of Pharmacy license.

Ms. Hodges has been the Vice President, Finance of the Company since November
1994. Ms. Hodges was Director of Taxation and Treasury of the Company from
February 1991 to November 1994. Ms. Hodges is a certified public accountant.

Mr. Mayer was named Senior Vice President of the Company and Chief Operating
Officer of HealthAmerica Pennsylvania, Inc. on February 10, 1997. From November
1994 to February 1997, he was President and Chief Executive


<PAGE>   5



Officer of Independence Financial Services Corp., an insurance holding company
located in Stamford, Connecticut. From February 1989 to November 1994, Mr. Mayer
was Senior Vice President, Chief Financial Officer, Treasurer and a Director of
Sierra Health Services, Inc., a managed care company located in Las Vegas,
Nevada which provides a wide range of services. Mr. Mayer is a certified public
accountant.

Mr. Ockerman was elected Assistant Secretary on November 3, 1997. Since June 1,
1995, he has been Associate Corporate General Counsel of the Company. Prior to
that, from October 1, 1987 to May 31, 1995, Mr. Ockerman was an attorney with
the law firm of Kemper, McLemore & Ockerman in Nashville, Tennessee.

Ms. Smith has been a Vice President, Corporate General Counsel and Secretary of
the Company since March 1994. From August 1993 to March 1994, she was Acting
General Counsel and Secretary of the Company. From April 1989 to August 1993,
she was Assistant General Counsel of the Company.

Mr. Wolf was elected Senior Vice President, Chief Financial Officer and
Treasurer of the Company on December 9, 1996. From August 1995 to December 1996,
he was Executive Vice President of SpectraScan Health Services, Inc., a
Connecticut women's health care services company. From January 1995 to August
1995, Mr. Wolf was Senior Vice President, Business Development for MetraHealth
Companies, Inc., a Connecticut managed health care company. Prior to that, from
August 1988 to December 1994, Mr. Wolf was Vice President, Specialty Operations
Officer for the Managed Care and Employee Benefits Operations of The Travelers,
a Hartford, Connecticut insurance company. Mr. Wolf is a Fellow of the Society
of Actuaries.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished
to the Company during fiscal year 1997 pursuant to Rule 16a-3(e) of the
Securities Exchange Act of 1934, as amended, and upon written representations
from reporting persons that Form 5 was not required to report late filings, all
reporting persons filed on a timely basis.




<PAGE>   6


ITEM 11:  EXECUTIVE COMPENSATION

The following table sets forth annual, long-term and other compensation awarded
to, earned by or paid to the Chief Executive Officer and the persons who, in
fiscal 1997, were the other four most highly compensated executive officers of
the Company (the "Named Executive Officers") for the three fiscal years ended
December 31, 1995, 1996 and 1997:

<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE

                                                                                      LONG TERM COMPENSATION
                                               ANNUAL COMPENSATION                            AWARDS
                                    ---------------------------------------------------------------------------
                                                                      OTHER        RESTRICTED      SECURITIES
        NAME AND                                                      ANNUAL         STOCK         UNDERLYING         ALL OTHER
   PRINCIPAL POSITION          YEAR      SALARY        BONUS       COMPENSATION      AWARDS        OPTIONS(#)        COMPENSATION
------------------------      ------    --------     --------      ------------    ----------     ------------      --------------
<S>                           <C>       <C>          <C>           <C>             <C>            <C>               <C>      

 Allen F. Wise (1)             1997     $464,400     $562,500 (2)   $ 74,745 (3)   $850,000 (4)     150,000          $22,526 (5)
     President & Chief         1996      137,395           --             --             --         400,000              240
     Executive Officer         1995           --           --             --             --              --               --


  Dale B. Wolf (1)             1997     $288,302     $250,000 (6)   $146,614 (3)         --         100,000          $12,461 (7)
     Senior Vice President,    1996           --           --             --             --         100,000               --
     Chief Financial Officer   1995           --           --             --             --              --               --
     and Treasurer


  Richard Jones                1997     $273,768     $185,000 (11)         0              0          50,000          $12,866 (12)
     Senior Vice President     1996     $229,588            0              0              0         100,000          $ 6,750 (13)
                               1995     $205,000            0              0              0          25,000          $ 6,000 (13)


  Robert A. Mayer              1997     $213,100     $ 30,000 (8)   $ 18,750 (3)          0         200,000          $10,469 (9)
     Senior Vice President     1996           --
                               1995           --

  Joseph N. Carroll            1997     $196,600     $ 30,000              0              0               0          $11,057 (10)
     Vice President            1996     $ 43,335            0              0              0         100,000          $   264 (14)
                               1995           --
</TABLE>

------------

(1)   Allen F. Wise was appointed President and Chief Executive Officer of the
      Company effective October 7, 1996. Dale B. Wolf was appointed Senior Vice
      President, Chief Financial Officer and Treasurer effective December 9,
      1996.
(2)   Includes 10,676 shares of unrestricted stock at fair market value as of
      the date of grant. 
(3)   Relocation expenses reimbursement (taxable and nontaxable, and including 
      gross-up of taxable portion).
(4)   Mr. Wise received a restricted stock grant for 50,000 shares of Common
      Stock, the value of which has been based upon the value of the Common
      Stock on the date of grant ($17, as reported on The Nasdaq National 
      Market). The restrictions on the restricted stock, which is not entitled 
      to dividends, will lapse in one-third increments annually over three 
      years. The value of the 50,000 shares of restricted stock as of December
      31, 1997 was $762,500 (based upon the value of the Common Stock as 
      reported on The Nasdaq National Market on December 31, 1997 - $15 1/4).
(5)   Group life insurance premium ($1,743), employer matching contribution to 
      the Company's Retirement Savings Plan ($4,177) and employer matching 
      contribution to the Company's Supplemental Executive Retirement Plan 
      ($16,606).
(6)   Includes 5,890 shares of unrestricted stock at fair market value as of 
      date of grant.
(7)   Group life insurance premium ($510), employer matching contribution to the
      Company's Retirement Savings Plan ($4,434) and employer matching
      contribution to the Company's Supplemental Executive Retirement Plan
      ($7,517).
(8)   Includes 252 shares of unrestricted stock at fair market value as of date 
      of grant.
(9)   Group life insurance premium ($1,149), employer matching contribution to
      the Company's Retirement Savings Plan ($3,089) and employer matching
      contribution to the Company's Supplemental Executive Retirement Plan
      ($6,231)
(10)  Group life insurance premium ($2,115), employer matching contribution to
      the Company's Retirement Savings Plan ($2,981) and employer matching
      contribution to the Company's Supplement Executive Retirement Plan 
      ($5,961)
(11)  Includes 3959 shares of unrestricted stock at fair market value as of
      date of grant.
(12)  Group life insurance premium ($546), employer matching contribution to the
      Company's Retirement Savings Plan ($6,807) and employer matching
      contribution to the Company's Supplemental Executive Retirement Plan
      ($5,513)
(13)  Consists of employer contributions to the Company's Retirement Savings
      Plan and Supplemental Executive Retirement Plan. 
(14)  Group life insurance premium


<PAGE>   7


The following table provides information on option grants to the Named Executive
Officers during fiscal 1997. No stock appreciation rights ("SARs") were granted
during fiscal 1997.

<TABLE>
<CAPTION>

                                            OPTION GRANTS IN LAST FISCAL YEAR
                                                                                           
                                                                                          POTENTIAL REALIZABLE VALUE AT
                          NUMBER OF                                                       ASSUMED RATES OF STOCK PRICE 
                          SECURITIES       PERCENT OF TOTAL                               APPRECIATION FOR OPTION TERM
                          UNDERLYING       OPTIONS GRANTED     EXERCISE OR                -----------------------------
                           OPTIONS         TO EMPLOYEES IN     BASE PRICE     EXPIRATION          
       NAME               GRANTED(#)         FISCAL YEAR       ($/SHARE)         DATE          5%             10%
------------------      --------------    -----------------   ------------    -----------  -----------   --------------
<S>                     <C>               <C>                 <C>             <C>          <C>            <C>
Allen F. Wise              150,000               9.9%           17.00           7/17/07    $1,603,681     $4,064,043

Dale B. Wolf                50,000               3.3%           11.625          3/27/07    $  365,545     $  926,363
                            50,000               3.3%           15.9375         7/15/07    $  501,150     $1,270,014

Richard H. Jones            50,000               3.3%           15.9375         7/15/07    $  501,150     $1,270,014

Robert A. Mayer            100,000               6.6%            7.3125         2/10/07    $  459,879     $1,165,424
                            50,000               3.3%           11.6250         3/27/07    $  365,545     $  926,363
                            50,000               3.3%           11.125          4/14/07    $  349,823     $  886,519

Joseph N. Carroll               --                --                --               --            --             --
</TABLE>

------------------


(1) Generally, all options vest in equal increments annually over a four year
period; Mr. Wise's options vest in equal increments annually over three years.

The following table provides information as to options exercised or held during
fiscal 1997 by the Named Executive Officers:

    AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES


<TABLE>
<CAPTION>


                                                                 NUMBER OF SECURITIES
                                                                UNDERLYING UNEXERCISED             VALUE OF UNEXERCISED
                                SHARES                                 OPTIONS                     IN-THE-MONEY OPTIONS
                               ACQUIRED                              AT FY-END(#)                        AT FY-END
                             ON EXERCISE         VALUE       ----------------------------     -----------------------------
       NAME                      (#)            REALIZED      EXERCISABLE   UNEXERCISABLE      EXERCISABLE   UNEXERCISABLE
----------------------      ------------      -----------    -------------  -------------     -------------  --------------
<S>                         <C>               <C>            <C>            <C>               <C>            <C>
Allen F. Wise                      --               --          133,333        466,667        $  566,665     $ 1,133,335

Dale B. Wolf                       --               --           25,000        175,000        $  121,875     $   546,875

Richard H. Jones                   --               --          161,036        137,500        $  543,537     $   218,750

Robert A. Mayer                    --               --                0        200,000                 0     $ 1,181,250

Joseph N. Carroll                  --               --           25,000         75,000        $  117,188     $   351,563
</TABLE>


DIRECTORS' COMPENSATION

All directors are reimbursed by the Company for out-of-pocket expenses incurred
in connection with attendance at meetings. Members of the Board of Directors who
are not officers or employees of the Company, its subsidiaries or affiliates
("Outside Directors") each receive an annual retainer of $16,000 paid in
quarterly installments of $4,000 each. Outside Directors also receive $1,000 for
each meeting of the Board of Directors or any committee thereof attended, and
$500 for each telephonic meeting.

Pursuant to the 1993 Outside Directors Stock Option Plan, as amended (the "1993
Directors Plan"), each director who is not an employee of or consultant to the
Company or one of its subsidiaries receives a grant of stock options for 2,000
shares, or

<PAGE>   8


6,000 shares in the case of the Chairman of the Board of Directors, of the
Company's Common Stock on January 1 of each year. Because Dr. Farley serves as a
consultant to Coventry HealthCare Management Corporation, a subsidiary of the
Company, he is eligible to receive options under the Company's stock option
plans for employees and consultants but is not eligible to receive options under
the 1993 Directors Plan.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL 
ARRANGEMENTS

Allen F. Wise. Mr. Wise entered into an Employment Agreement effective October
7, 1996 for an initial term of one year (the "Initial Term"), which will
continue on a year-to-year basis as long as a new employment contract is not
executed or the agreement has not been otherwise terminated. Under the terms of
the agreement, Mr. Wise receives a base salary (currently $550,000) per year. In
addition, upon execution of the agreement, Mr. Wise received non-qualified stock
options to purchase 400,000 shares of the Company's Common Stock at an exercise
price of $11.00 per share, the fair market value per share of the Common Stock
as of October 7, 1996. These options will vest over a period of three years,
subject to acceleration in the event that substantially all of the assets or
capital stock of the Company are sold or transferred or the Company is merged or
consolidated with an unaffiliated entity. Mr. Wise is also eligible to receive
an annual incentive bonus of up to 100% of his base salary, determined 50% on
achievement of performance factors by the Company and the remainder to be
granted in the sole discretion of the Compensation and Benefits Committee of the
Board of Directors. If Mr. Wise's employment is terminated by the Company for
any reason other than cause, or he terminates his employment with the Company as
a result of a significant change in the nature or the scope of his position and
authority following a Change in Control (as defined below), the Company will
continue to pay his base salary at that time plus that portion of his annual
incentive bonus which is based on the Company's performance, if those criteria
are met, for a period of twelve months, plus any time period remaining in the
Initial Term. In consideration of these benefits, Mr. Wise agreed not to compete
with the Company during the term of his employment and for one year thereafter.

Richard H. Jones. Mr. Jones entered into an Employment Agreement with the
Company effective November 11, 1996 for an initial term of two years, which will
continue on a year-to-year basis as long as a new employment contract is not
executed or the agreement has not been otherwise terminated. Under the terms of
this agreement, Mr. Jones receives a base salary (currently $300,000) per year
and was granted non-qualified options to purchase 100,000 shares of the
Company's Common Stock at an exercise price of $12.75 per share, the fair market
value per share of the Common Stock as of September 6, 1996. These options will
vest over a period of four years, subject to acceleration in the event that
substantially all of the assets or capital stock of the Company are sold or
transferred or the Company is merged or consolidated with an unaffiliated
entity. Of the options granted to Mr. Jones under his Employment Agreement,
options to purchase 25,000 shares were exchanged for existing nonvested options
to purchase the same number of shares at a higher price. Mr. Jones is eligible
to participate in any annual incentive bonus programs available to officers of
the Company and to receive other incentive compensation as determined annually
by the Compensation and Benefits Committee of the Board of Directors.
Additionally, Mr. Jones will be eligible to receive a retention bonus in the
amount of $400,000 to be paid in full on January 31, 1999, if he is and has been
continuously employed with the Company or a subsidiary of the Company until that
time. In the event Mr. Jones terminates his employment for Good Reason (as
defined below), or in the event the Company terminates his employment for any
reason other than cause, Mr. Jones will continue to receive his yearly base
salary for a period of 24 months following termination and will be allowed to
exercise any vested options. In the event Mr. Jones' employment is terminated at
any time within three years following the occurrence of a Change in Control (as
defined below), the terms of this agreement, except with respect to the exercise
and acceleration of options to purchase Common Stock, will become null and void,
and the terms and conditions of that certain Change in Control Agreement
executed by Mr. Jones and the Company as of September 12, 1995 will control. In
consideration of these benefits, Mr. Jones agreed not to compete with the
Company during the term of his employment and for two years thereafter.

Under the terms and conditions of that Change in Control Agreement, in exchange
for an agreement not to compete with the Company for a period of one year
following the termination of his employment with the Company, Mr. Jones will
receive an amount equal to 299.99% of his base salary plus 299.99% of his annual
bonus if at any time within three years after a Change in Control (as defined
below) his employment is terminated by the Company for any reason other than
cause, or if he terminates his employment with the Company for Good Reason (as
defined below). Under this agreement, benefits are payable as follows: (i)
one-third of the total amount due will be paid in substantially equal
semi-monthly installments over the twelve months immediately following
termination of employment; and (ii) the remaining two-thirds will be paid in a
lump sum within five business days after the expiration of such twelve month
period.


<PAGE>   9


Joseph N. Carroll. Mr. Carroll entered into an Employment Agreement with the
Company dated October 14, 1996 for an initial term of one year, which will
continue on a year-to-year basis as long as a new employment contract is not
executed or the agreement has not been otherwise terminated. Under the terms of
this agreement, Mr. Carroll receives a base salary (currently $190,000 ) and
100,000 stock option shares which vest over a four-year period and accelerate in
the event substantially all of the capital stock or assets of the Company are
sold or transferred or the Company is merged into or consolidated with another
unaffiliated entity. Mr. Carroll is eligible to participate in any annual
incentive bonus programs available to officers of the Company and to receive
other incentive compensation as determined annually by the Compensation and
Benefits Committee of the Board of Directors. In the event of termination for
any reason other than cause, Mr. Carroll receives severance compensation equal
to his base salary for six months.

Robert A. Mayer. Mr. Mayer entered into an Employment Agreement with the Company
dated January 24, 1997, which has been amended by Amendment No. 1 to Employment
Agreement dated March 12, 1997. Under the terms of this agreement, Mr. Mayer
receives a base salary (currently $250,000) and 100,000 stock option shares
which vest over a three-year period and accelerate in the event substantially
all of the capital stock or assets of the Company are sold or transferred or the
Company is merged into or consolidated with another unaffiliated entity. Mr.
Mayer is eligible to participate in any annual incentive bonus programs
available to officers of the Company and to receive other incentive compensation
as determined annually by the Compensation and Benefits Committee of the Board
of Directors. The initial term of the agreement is two years; it then continues
on a year-to-year basis. In the event of termination for any reason other than
cause, Mr. Mayer receives severance equal to his base salary for 15 months.

Dale B. Wolf. Mr. Wolf entered into an Employment Agreement with the Company
dated December 30, 1996 for an initial term of one year, which will continue on
a year-to-year basis as long as a new employment contract is not executed or the
agreement has not been otherwise terminated. Under the terms of this agreement,
Mr. Wolf receives a base salary (currently $325,000) and 100,000 stock option
shares which vest over a four-year period and accelerate in the event
substantially all of the capital stock or assets of the Company are sold or
transferred or the Company is merged into or consolidated with another
unaffiliated entity. Mr. Wolf is eligible to participate in any annual incentive
bonus programs available to officers of the Company and to receive other
incentive compensation as determined annually by the Compensation and Benefits
Committee of the Board of Directors. In the event of termination for any reason
other than cause (which includes termination for Good Reason), Mr. Wolf receives
severance of his base salary for one year.

Definitions. For purposes of the agreements described above, a "Change in
Control" is defined to include any of the following events: (i) the acquisition
of at least a majority of the outstanding shares of the Company's Common Stock
by any person or entity; (ii) the merger or consolidation of the Company into or
with another entity if, as a result, the persons who owned a majority of the
Common Stock prior to the transaction do not own a majority after the
transaction; (iii) the sale of substantially all of the assets of the Company;
or (iv) any change in the composition of the Board of Directors such that
persons who at the beginning of any period of up to two years constituted at
least a majority of the Board of Directors cease to constitute at least a
majority of the Board of Directors at the end of such period.

For purposes of the agreements described above, "Good Reason" is generally
defined to include a significant change in the nature or scope of the
executive's position and authority or a reduction in base salary. In the Change
in Control Agreements, "Good Reason" also includes certain substantial
reductions in incentive compensation.

Acceleration of Other Options on a Change in Control. The Compensation and
Benefits Committee has determined that certain key executive officers who are
granted stock options under the Company's stock option plans will become fully
vested in all options granted to them if, during their employment, substantially
all of the capital stock or assets of the Company are sold or transferred, or if
the Company is merged into or consolidated with another unaffiliated entity.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended December 31, 1997, no member of the Compensation and
Benefits Committee had been an officer or employee or a former officer or
employee of the Company or any of its subsidiaries. In addition, no member of
the Compensation and Benefits Committee had any relationship requiring
disclosure by the Company under applicable rules and regulations promulgated by
the Securities and Exchange Commission.


<PAGE>   10


ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of February 13, 1998,
regarding the beneficial ownership of the Company's Common Stock by (i) each
person or group who is known by the Company to be the beneficial owner of more
than five percent of the Common Stock, (ii) all directors and nominees for
director of the Company, (iii) each executive officer named in the Executive
Compensation Table and (iv) all directors and executive officers of the Company
as a group. Information on beneficial owners other than officers or directors is
based on the most recent information filed by such beneficial owners with the
Securities and Exchange Commission. The number of shares beneficially owned by
each director or executive officer is determined under rules promulgated by the
Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. The Company believes
that each of the beneficial owners of the Common Stock listed below who is an
executive officer or director of the Company, based on the information furnished
by such owner, has sole voting and investment power (or shares such power with
his or her spouse or in the case of an entity, with its affiliates) with respect
to such shares, subject to the information contained in the notes to the table.


<TABLE>
<CAPTION>

                                                                           NUMBER OF
                                                                           SHARES OF
                                                                          COMMON STOCK               PERCENT OF
                                                                          BENEFICIALLY              COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER                                        OWNED(1)             BENEFICIALLY OWNED
----------------------------------------------------------------       -----------------       ----------------------
<S>                                                                    <C>                     <C>
Warburg Pincus Ventures, L.P. (2)...............................          6,517,047(7)               16.6%
  466 Lexington Avenue
  New York, NY 10017
The Crabbe Huson Group, Inc. (4)................................          3,124,800                   9.3%
  121 S.W. Morrison, Suite 1400
  Portland, OR   97204
Montgomery Asset Management, LLC (5)............................          2,617,000                   7.9%
  101 California Street
  San Francisco, CA 94111
Philip N. Bredesen (6)..........................................          1,769,271                   5.3%
  Office of the Mayor
  107 Metropolitan Courthouse
  Nashville, Tennessee 37201
John H. Austin, M.D.............................................             48,834(7)                  *
Laurence DeFrance...............................................             15,334(7)                  *
Emerson D. Farley, Jr., M.D.....................................             76,510(7)                  *
Patrick T. Hackett (2) (3) (8)..................................          6,527,047                  16.6%
Richard H. Jones................................................            164,995(7)                  *
Lawrence N. Kugelman............................................             66,000(7)                  *
Rodman W. Moorhead, III (2) (3) (9).............................          6,522,047                  16.6%
Allen F. Wise...................................................            207,134(7)                  *
Joseph N. Carroll...............................................             34,500(7)                  *
Robert A. Mayer.................................................             73,085(7)                  *
Dale B. Wolf....................................................             45,290(7)                  *
Executive Officers and Directors as a Group (21 persons)........          2,669,047(7)                8.0%
</TABLE>

-------------

* Less than one percent

(1)    For the purpose of this table, a person or group of persons is deemed to
       beneficially own shares issuable upon the exercise of warrants or options
       that are currently exercisable or that will become exercisable within 60
       days from the date set forth above.


<PAGE>   11
(2)    According to the joint Schedule 13D (the "Joint 13D") filed by Warburg,
       E.M. Warburg, Joel Ackerman, Jonathan S. Leff, Patrick T. Hackett and
       Warburg, Pincus & Co. ("WP"), E.M. Warburg is a New York limited
       liability company that manages Warburg, a Delaware limited partnership,
       and WP is a New York general partnership that is the sole general partner
       of Warburg Ventures. WP has a 15% interest in the profits of Warburg as
       general partner and also owns approximately 1.2% of the limited
       partnership interests of Warburg. According to the Joint 13D, Lionel I.
       Pincus is the managing partner of WP and the managing member of E.M.
       Warburg and may be deemed to control both WP and E.M. Warburg. The Joint
       13D indicates that Joel Ackerman, Jonathan S. Leff and Patrick T. Hackett
       (the "Trustees"), have been appointed as voting trustees under a Voting
       Trust Agreement, dated April 15, 1997, relating to all shares of Coventry
       Preferred Stock or Coventry Common Stock that Warburg may acquire. Mr.
       Leff is an employee of E.M. Warburg, and Messrs. Ackerman, Hackett and
       Rodman W. Moorhead, III are general partners of WP and Managing Directors
       and members of E.M. Warburg and Messrs. Hackett and Moorhead are
       directors of Coventry. As partners of WP, Messrs. Hackett and Moorhead
       may be deemed to have an indirect pecuniary interest (within the meaning
       of Rule 16a-1 under the Securities Exchange Act of 1934) in an
       indeterminate portion of the shares beneficially owned by Warburg and WP.
       The address of each of the voting trustees is 466 Lexington Avenue, New
       York, N.Y. 10017. Under the terms of the Voting Trust Agreement, the
       Trustees, acting by majority vote, have exclusive authority to vote the
       shares held pursuant to the Voting Trust Agreement for the ten year term
       of the Voting Trust Agreement. The Voting Trust Agreement will terminate
       earlier if Warburg shall be deemed to beneficially own less than ten
       percent of the Common Stock and shall give notice of termination to the
       Trustees. Under the terms of the warrants held by Warburg, the warrant
       shall not be exercisable as to any shares, the ownership of which by
       Warburg would require approval under various state laws, unless and until
       such regulatory approval has been obtained. 

(3)    Shares shown as beneficially owned by Warburg consist of 655,000 shares
       of Common Stock, 3,749,400 shares of Coventry Common Stock that may be
       acquired on conversion of $37,494,000 in aggregate principal amount of
       the Coventry Convertible Notes held by Warburg (or on conversion of
       Coventry Preferred Stock if authorized and issued in exchange for the
       Coventry Convertible Notes) and warrants to purchase 2,117,647 shares of
       Coventry Common Stock held by Warburg Ventures.

(4)    According to its most recent Schedule 13G, The Crabbe Huson Group, Inc.
       is an Oregon corporation.

(5)    According to its most recent Schedule 13G, Montgomery Asset Management, 
       LLC is a Delaware limited liability company.

(6)    Mr. Bredesen's shares are owned jointly by his wife, Andrea Conte.

(7)    Includes the following shares issuable upon exercise of stock options
       which are currently exercisable or which will become exercisable within
       60 days of the date set forth above: John H. Austin, M.D., 21,334 shares
       subject to options; Laurence DeFrance, 13,334 shares subject to options;
       Emerson D. Farley, Jr., M.D., 9,500 shares subject to options; Richard H.
       Jones, 161,036 shares subject to options; Lawrence N. Kugelman, 31,000
       shares subject to options; Allen F. Wise, 133,333 shares subject to
       options; Joseph N. Carroll, 25,000 shares subject to options; Robert A.
       Mayer, 58,333 shares subject to options; Dale B. Wolf, 37,500 shares
       subject to options; and all executive officers and directors as a group
       (21 persons), 631,747 shares subject to options.

(8)    Mr. Hackett disclaims beneficial ownership of the Common Stock owned by
       Warburg or that may be acquired by Warburg on conversion of the
       Convertible Exchangeable Senior Subordinated Notes, the Series A
       Preferred Stock (if issued in exchange for the notes) or on the exercise
       of warrants. See Notes 2 and 3 above.

(9)    Mr. Moorhead disclaims beneficial ownership of the Common Stock owned by
       Warburg or that may be acquired by Warburg on conversion of the
       Convertible Exchangeable Senior Subordinated Notes, the Series A
       Preferred Stock (if authorized and issued in exchange for the notes) or
       on the exercise of warrants. See Notes 2 and 3 above.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company and Dr. Emerson D. Farley, Jr. entered into a Consulting Agreement
dated as of January 1, 1995, under the terms of which Dr. Farley provides
consulting services to Coventry HealthCare Management Corporation, the Company's
subsidiary headquartered in Richmond, Virginia, in exchange for a fee of $72,000
per annum ($6,000 per month), the option to purchase 10,000 shares of the
Company's Common Stock at an exercise price of $24.50 per share, and a
non-compete agreement in force during the term of the Agreement and for one year
thereafter. The Agreement is for an annually-renewing period of one year and may
be terminated by either party giving the other party sixty (60) days prior
written notice of such termination.

Rodman W. Moorhead, III and Patrick T. Hackett are Senior Managing Director and
Managing Director, respectively, of E.M. Warburg, which manages Warburg
Ventures. During 1997, the Company issued warrants to purchase 2,117,647 shares
of Coventry Common Stock at $10.625 per share and Convertible Notes in
aggregate principal amount of $37,494,000 to Warburg Ventures. See footnote 2
to the beneficial ownership table in Item 12 above for additional information.
<PAGE>   12
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

COVENTRY CORPORATION


By:   /s/ Dale B. Wolf          Senior Vice President, Chief Financial Officer,
      ------------------------     Treasurer and Principal Accounting Officer
      Dale B. Wolf


Dated: April 29, 1998



<PAGE>   13

                                INDEX TO EXHIBITS
Reg. S-K
Item 601

<TABLE>
<CAPTION>


Exhibit
No.            Description of Exhibit        

<S>            <C> 
10.1           Coventry Corporation 1997 Stock Incentive Plan, as amended.

</TABLE>