AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999.
                                                  REGISTRATION NO. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                        --------------------------------
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                        --------------------------------
                         CONCENTRA OPERATING CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>

<S>                              <C>                           <C>
            NEVADA                           8093                  75-2822620
(STATE OR OTHER JURISDICTION OF  (PRIMARY STANDARD INDUSTRIAL   (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)    CLASSIFICATION CODE NUMBER)  IDENTIFICATION NO.)
</TABLE>
                        --------------------------------
                                 312 UNION WHARF
                           BOSTON MASSACHUSETTS 02109
                                 (617) 367-2163
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
                        --------------------------------
                                DANIEL J. THOMAS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        CONCENTRA OPERATING CORPORATION
                                312 UNION WHARF
                           BOSTON MASSACHUSETTS 02109
                                 (617) 367-2163
                        --------------------------------
       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                        AREA CODE, OF AGENT FOR SERVICE)
                        --------------------------------
                                 WITH A COPY TO:
              OTHON A. PROUNIS                        RICHARD A. PARR II
REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL    CONCENTRA OPERATING CORPORATION
            45 ROCKEFELLER PLAZA                       5080 SPECTRUM DRIVE
          NEW YORK, NEW YORK 10111                    SUITE 400 WEST TOWER
               (212) 841-5700                         ADDISON, TEXAS 75001
                                                         (972) 364-8043
                        -----------------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: 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. [_]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (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. [_]

     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. [_]

                        --------------------------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
                                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF EACH CLASS                           AMOUNT TO BE      OFFERING            AGGREGATE            AMOUNT OF
OF SECURITIES TO BE REGISTERED                      REGISTERED  PRICE PER NOTE(1)    OFFERING PRICE(1)   REGISTRATION FEE(2)
----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>              <C>                  <C>
13% Series B Senior Subordinated Notes due 2009   $190,000,000        100%             $190,000,000         $58,820
----------------------------------------------------------------------------------------------------------------------------
Guarantees of Senior Subordinated Notes due 2009       (3)            (3)                   (3)               (3)
============================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.

(2)  Calculated pursuant to rule 457(f) under the Securities Act, as follows:
     .000278 multiplied by the proposed maximum aggregate offering price.

(3)  Pursuant to Rule 457(n) under the Securities Act, no additional
     registration fee is being paid in respect of the guarantees.

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

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>


                         TABLE OF ADDITIONAL REGISTRANTS


EXACT NAME OF GUARANTOR                  STATE OR OTHER
REGISTRANT AS SPECIFIED                   JURISDICTION         I.R.S. EMPLOYER
    IN ITS CHARTER                       OF ORGANIZATION      IDENTIFICATION NO.
--------------------------------------------------------------------------------
Concentra Management Services, Inc.          Nevada              93-1187448
Concentra Preferred Systems, Inc.            Delaware            36-3715258
Prompt Associates, Inc.                      Delaware            22-3102075
First Notice Systems, Inc.                   Delaware            04-3373927
Focus Healthcare Management, Inc.            Tennessee           62-1266888
Hillman Consulting, Inc.                     Nevada              62-1697518
CRA Managed Care of Washington, Inc.         Washington          91-1374650
CRA-MCO, Inc.                                Nevada              36-4266562
Drug-Free Consortium, Inc.                   Texas               76-0304997
Concentra Managed Care Services, Inc.        Massachusetts       04-2658593
Concentra Health Services, Inc.              Nevada              75-2510547
Concentra Managed Care Business Trust        Massachusetts       04-3449352
Occucenters I, L.P.                          Texas               75-2678146
OCI Holdings, Inc.                           Nevada              75-2679204
--------------------------------------------------------------------------------


<PAGE>


                 SUBJECT TO COMPLETION--DATED NOVEMBER 12, 1999
--------------------------------------------------------------------------------
PROSPECTUS

                         Concentra Operating Corporation

                         Exchange Offer for $190,000,000
                13% Series A Senior Subordinated Notes due 2009

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

     This is an offer to exchange the outstanding, unregistered 13% senior
subordinated notes of Concentra Operating Corporation you now hold for new,
substantially identical 13% senior subordinated notes that will be free of the
transfer restrictions that apply to the old notes. This offer will expire at
5:00 p.m., New York City time, on, 1999, unless we extend it.

     The new notes will not trade on any established exchange.

     A DESCRIPTION OF THE RISKS THAT YOU SHOULD CONSIDER BEGINS ON PAGE __ OF
THIS PROSPECTUS.



















                      This prospectus is dated    , 1999.
-------------------------------------------------------------------------------

<PAGE>


               THIS PROSPECTUS INCLUDES FORWARD LOOKING STATEMENTS

     This prospectus includes "forward-looking statements" including, in
particular, the statements about our plans, strategies and prospects under the
headings "Prospectus Summary," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Certain
Projections" and "Business." Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are
reasonable, we can give no assurance that these plans, intentions or
expectations will be achieved. Important factors that could cause actual results
to differ materially from the forward-looking statements we make in this
prospectus are in this prospectus, including under the headings "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Certain Projections" and "Business."
These factors include:

     o  the effects of economic conditions;

     o  the impact of competitive services and pricing, including through
        legislative reform;

     o  changes in accounting standards and regulations affecting the workers
        compensation, insurance and healthcare industries in general;

     o  customer demand;

     o  changes in costs; and

     o  opportunities that may be presented or pursued by us, all of which are
        difficult to predict and beyond the control of management.

     All forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements
and risk factors contained throughout this prospectus. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
prospectus might not occur.

                         MARKET SHARE AND INDUSTRY DATA

     The market and industry data presented in this prospectus by us are based
upon third party data or have been derived from sources of industry data. While
we believe that the estimates are reasonable and reliable, in certain cases, the
estimates cannot be verified by information available from independent sources.
Accordingly, we can give no assurance that the market share data are accurate in
all material respects.

     Concentra(R), First Notice Systems(R) and Focus Healthcare Management(R),
are our registered service marks. Trade names and trademarks of other companies
appearing in this prospectus are the property of their respective holders.

                                       1
<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

Prospectus Summary .......................................................     3

Risk Factors .............................................................    17

The Transactions and Use of Proceeds .....................................    25

The Exchange Offer .......................................................    26

Capitalization ...........................................................    32

Selected Consolidated
  Financial Data .........................................................    33

Management's Discussion and
  Analysis of Financial Condition and
  Results of Operations ..................................................    34

Business .................................................................    50

Management ...............................................................    66

Principal Stockholders ...................................................    76

Certain Relationships and Related
  Transactions ...........................................................    78

Description of Certain
  Indebtedness ...........................................................    80

Description of New Notes .................................................    83

Certain U.S. Federal Income
  Tax Considerations .....................................................   125

Plan of Distribution .....................................................   125

Legal Matters ............................................................   126

Experts ..................................................................   126

Where You Can Get More Information .......................................   126

Index to Consolidated Financial
  Statements and Schedules ...............................................   F-1


                                       2
<PAGE>


                               PROSPECTUS SUMMARY

     THE FOLLOWING SUMMARY CONTAINS A GENERAL DISCUSSION OF OUR BUSINESSES, THE
EXCHANGE OFFER AND SUMMARY FINANCIAL INFORMATION. WE ENCOURAGE YOU TO READ THIS
ENTIRE PROSPECTUS FOR A MORE COMPLETE UNDERSTANDING OF CONCENTRA OPERATING
CORPORATION, THE SUBSIDIARY GUARANTORS AND THE EXCHANGE OFFER. CONCENTRA
OPERATING BECAME A WHOLLY-OWNED SUBSIDIARY OF CONCENTRA MANAGED CARE, INC. ON
AUGUST 17, 1999 AS A RESULT OF THE MERGER OF CONCENTRA AND YANKEE ACQUISITION
CORP.

                                   THE COMPANY

     We are the largest company dedicated primarily to serving the occupational
healthcare market. We provide initial treatment for approximately 4% of
workplace injuries in the United States and perform non-injury occupational
healthcare services for over 80,000 local employers. We provide specialized cost
containment and field case management services to over 2,000 customers across
the United States and Canada, including most of the major underwriters of
worker's compensation insurance, third-party administrators and self-insured
employers. We are also the largest provider of out-of-network bill review
services to the group health marketplace. We offer a range of healthcare-related
services to employers, insurers and third-party administrators of all sizes and
are compensated for our services on a non-risk-bearing, fee-for-service or
percentage-of-savings basis. Less than 0.5% of our revenues are dependent on
Medicare or Medicaid reimbursement. Each of our services and the general
industries in which we operate are described in more detail below.

     Our services reduce the customer's healthcare costs by:

     o  efficiently managing the application of care and the return-to-work
        process, thereby providing appropriate medical care while reducing the
        non-medical costs associated with a claim; and

     o  using sophisticated cost containment techniques to determine the proper
        pricing of care once it has been administered.

     We believe that by both providing care and offering claims management
services, we are in a unique position to provide a full range of services,
separately or as a bundled group of services, to national or regional accounts
and local employers. In addition to the occupational healthcare and group health
markets, we also provide cost containment services to the auto insurance market
as well as social security disability advocacy services to the long-term
disability insurance market. In 1998, we generated revenues and Adjusted EBITDA,
as described below, of $611.1 million and $111.7 million, respectively.

                                 INDUSTRY REVIEW

OCCUPATIONAL HEALTHCARE

     Occupational healthcare services consist of two primary components:

     o  workers' compensation injury care and related services, and

     o  non-injury occupational healthcare services related to employer needs or
        statutory requirements.

     Workers' compensation is a state-mandated, comprehensive insurance program
that requires employers to fund all medical expenses, lost wages and other costs
resulting from work-related injuries and illnesses with no co-payment from the
employee. Because each state is responsible for implementing and regulating its
own program, workers' compensation regulations can vary widely on a
state-by-state basis and are often highly complex. According to the Workers'
Compensation Monitor data published in the 1998 Workers' Compensation Year Book,
estimated spending for workers' compensation claims increased to approximately
$92.7 billion in 1996 from approximately $66.7 billion in 1991, representing a
6.8% compound annual growth rate. Of that amount, we believe that medical costs
comprise approximately 40% of the total costs of workers' compensation with lost
time wages, administrative


                                       3
<PAGE>


expenses and legal costs making up the remaining 60%. We believe that workers'
compensation costs will continue to rise primarily because of:

     o  broader definitions of work-related injuries and illnesses covered by
        workers' compensation laws;

     o  the shifting of medical costs from health insurance plans to the
        workers' compensation system;

     o  an aging work force;

     o  the continued requirement that employers pay all of an employee's cost
        of medical treatment, without any employee co-payment or deductible, and
        related lost wages and non-medical costs; and

     o  the under-use to date of comprehensive programs to contain costs in the
        workers' compensation system.

     Non-injury occupational healthcare services include employment-related
physical examinations, drug and alcohol testing, functional capacity testing,
and other related programs designed to meet specific employer needs. Non-injury
healthcare services also include programs to assist employers in complying with
a continuously expanding list of federal and state requirements, including
hearing conservation programs, toxic chemical exposure surveillance and
monitoring programs, and Department of Transportation and Federal Aviation
Administration-mandated physical examinations. Federal laws governing health
issues in the workplace, including the Americans with Disabilities Act, have
increased employers' demand for healthcare professionals who are experts in the
delivery of these regulated services.


COST CONTAINMENT

     Cost containment techniques are intended to control the cost of healthcare
services and to measure the performance of providers through intervention and
on-going review of services proposed and actually provided. Managed care
techniques were originally developed to stem the rising costs of group
healthcare. Historically, employers were slow to apply managed care techniques
to workers' compensation costs primarily because the aggregate costs are
relatively small compared to those associated with group health benefits and
because state-by-state regulations related to workers' compensation are more
complex than those related to group health. However, in recent years, employers
and insurance carriers have been increasing their focus on applying managed care
techniques to control their workers' compensation costs.

     Worker's compensation cost containment services include two broad
categories:

     o  specialized cost containment services; and

     o  field case management services.


GROUP HEALTH

     According to the Health Insurance Association of America, private health
insurance claims payments increased to $281.7 billion in 1995 from $208.9
billion in 1990, representing a 6.2% compound annual growth rate. Of that
amount, we believe that approximately 10% are for out-of-network services. All
healthcare payors have out-of-network exposure due to healthcare claims that are
outside their coverage area or network either as a matter of choice on the part
of the insured or as a result of geographic circumstances where the insured does
not have local access to contracted providers. Out-of-network healthcare claims
expose payors to greater incidence of over-use, cost-shifting, omission of
appropriate discounts and possible billing errors. Because these charges are
largely unrestrained by cost containment strategies, we believe they will
continue to increase more quickly than overall group healthcare costs.


                                       4
<PAGE>


                                  OUR SERVICES

     With healthcare costs rising, we believe that payors will seek to increase
the use of cost saving strategies, such as those we offer, to minimize these
costs. Our comprehensive services are comprised of three distinct categories:

     o  occupational healthcare services;

     o  specialized cost containment services; and

     o  field case management services.

     We provide healthcare services through our network of 201 owned and managed
occupational healthcare centers, located in 60 markets in 32 states as of
November 1, 1999. As a primary starting point for the provision of care in the
workers' compensation market, our occupational healthcare centers are designed
to efficiently provide quality care to patients while also providing an entry
point for our other cost containment services. Healthcare services include
injury care and physical therapy services for work-related injuries and
illnesses, physical examinations, substance abuse testing and certain other loss
prevention services. In 1998, revenues from healthcare services represented
approximately 42% of our total revenues.

     Specialized cost containment services are comprised of first report of
injury, telephonic case management, utilization management, both in- and
out-of-network bill review, preferred provider organization network access,
independent medical exams and peer reviews. These specialized cost containment
services are designed to monitor the timing and appropriateness of medical care,
as well as the proper pricing for that care. These services are primarily
provided to the workers' compensation market, except for out-of-network bill
review which we provide to the group health market. We are currently expanding
our out-of-network bill review services to the workers' compensation and auto
insurance markets. In 1998, revenues from specialized cost containment services
represented approximately 30% of our total revenues.

     We provide field case management services to a national customer base using
approximately 1,000 full-time field case managers. Field case management
services involve working on a one-on-one basis with injured employees and aiding
communication among their various healthcare professionals, employers and
insurance company adjusters. Field case management services are designed both to
assist in maximizing medical improvement and, where appropriate, to expedite
return to work. In 1998, revenues from field case management services
represented approximately 28% of our total revenues.

                              OUR BUSINESS STRATEGY

     We intend to take advantage of our national presence by providing a full
range of comprehensive healthcare management and cost containment services. Our
strategy includes the following elements:

     EMPHASIZE EARLY INTERVENTION SERVICES. We intend to increase our emphasis
of early intervention services through increased development and marketing of
our first report of injury, utilization management, telephonic case management,
occupational healthcare center and preferred provider organization services.
Early intervention allows us to promptly identify cases that have the potential
to result in significant expenses, particularly lost time, administrative or
legal expenses, and to take appropriate measures to control these expenses
before they are incurred. In addition, we believe that providing early
intervention services generally results in our obtaining earlier access to
claims files. Such earlier access improves our opportunity to provide the full
range of our healthcare management and cost containment services, which
typically results in a lowering of the total cost of a claim.

     CONTINUE TO ACQUIRE AND DEVELOP OCCUPATIONAL HEALTHCARE CENTERS AND EXPAND
HEALTHCARE NETWORK. Our strategy is to continue to develop clusters of
occupational healthcare centers in new and existing geographic markets through
strategic joint ventures in addition to the acquisition and development of
occupational healthcare centers. In selected markets in which a hospital
management company, hospital system or other healthcare provider has a
significant presence, we may focus our expansion efforts on joint ventures or
management contracts. We intend to continue to organize our occupational
healthcare centers in each market into clusters in order to serve employers,
payors


                                       5
<PAGE>


and workers more effectively. This also serves to leverage management and other
resources and to facilitate the development of networks of affiliated physicians
and other healthcare providers. In addition, through our preferred provider
organization, we intend to continue to expand our networks of specialists,
hospitals and other healthcare providers. These networks together with our
occupational healthcare centers are designed to efficiently provide quality care
to patients while serving as a way to introduce our other cost containment
services.

     INCREASE MARKET PENETRATION OF OUT-OF-NETWORK BILL REVIEW SERVICES. We
intend to further expand our reach into the group health marketplace by offering
customers our comprehensive out-of-network bill review services. We plan to
emphasize on-site personnel and electronic claims screening techniques which in
the past have significantly
increased our access to claims from individual
clients. We believe that we are the market leader in out-of-network bill review
in the group health marketplace and are expanding our services into the workers'
compensation market in states that have not established fee schedules. We
believe that expansion of these services represents a significant opportunity
for us in the future.

     CONTINUE TO INTEGRATE AND ENHANCE INFORMATION SYSTEMS AND TECHNOLOGY. We
intend to continue to develop our information systems to make more effective use
of our extensive proprietary knowledge base relating to workplace injuries,
treatment protocols, outcomes data and the workers' compensation system's
complex web of regulations. We expect that these enhanced information systems
will enable us to improve referrals among our full range of services, streamline
patient care and enhance outcomes reporting. This will make our operations more
efficient while improving our ability to demonstrate the costs savings our
services provide to our clients.

     CAPITALIZE ON NATIONAL ORGANIZATION AND LOCAL MARKET PRESENCE. We believe
that national and regional insurance carriers, third party administrators and
self-insured employers will benefit from our ability to provide a full range of
healthcare management and cost containment services on a nationwide basis. We
offer these large payors a solution to all of their healthcare management and
cost containment needs from a company that is adept at understanding and working
with varied and complex state legislative environments. Our national
organization of local service locations allows us to meet the needs of these
large, national payors while maintaining the local market presence necessary to
monitor changes in state-specific regulations and to facilitate case resolution
through locally provided managed care services. Our national marketing personnel
intend to continue to target these large payors to expand our customer base. In
addition, we believe we are well-positioned to capitalize on the relationship
developed through our national and local marketing efforts by cross-selling our
full range of services to our existing customers.

                                THE TRANSACTIONS

     GENERAL. On August 17, 1999, Yankee Acquisition Corp., a new Delaware
corporation formed by Welsh, Carson, Anderson & Stowe VIII, L.P., merged with
and into Concentra. Immediately after the merger, Concentra contributed all of
its assets, including all of the shares in its subsidiaries, to Concentra
Operating. As a result of the merger, each outstanding share of Concentra common
stock, other than those held by Yankee, were converted into the right to receive
$16.50 in cash.

     The merger was accounted for as a recapitalization in which the historical
basis of our assets and liabilities was not affected and no new goodwill related
to the merger was created. As a result of the merger, existing stockholders of
Concentra at the time of the merger, other than Yankee, received an aggregate of
approximately $677.4 million for all of the outstanding shares of Concentra
common stock. In addition, Concentra repurchased approximately $327.8 million of
its outstanding 4.5% convertible subordinated notes due 2003 and 6.0%
convertible subordinated notes due 2001 for $328.3 million including accrued
interest and refinanced and replaced its existing credit facilities.

     The merger and repurchase of the convertible subordinated notes were
financed by:

     (1)  At Concentra Operating:

          o  $375.0 million of borrowings by us under new term loan facilities
             which, together with our new $100.0 million revolving credit
             facility, replaced Concentra's old senior credit facility; and

          o  the net proceeds from the offering of the old notes;


                                       6
<PAGE>


     (2)  At Concentra:

          o  $110.0 million net proceeds from the issuance by Concentra of
             $216.4 million face value of senior discount debentures due 2010
             with warrants issued by Concentra exercisable for its common
             shares;

          o  an equity investment in Concentra of approximately $362.9 million
             by Welsh Carson and some affiliated investors, including the value,
             on the date of the merger, of shares and convertible notes already
             owned by Welsh Carson;

          o  a cash equity investment in Concentra of approximately $30.6
             million by affiliates of Ferrer Freeman Thompson & Co., LLC; and

          o  an equity investment in Concentra of approximately $30.2 million by
             Chase Capital Partners, DB Capital Partners, some officers and
             employees of Donaldson, Lufkin & Jenrette Securities Corporation
             and some members of Concentra's management, together we refer to
             those persons as the other investors.

     The merger and the financing transactions described above are referred to
in this prospectus as the transactions. See "The Transactions and Use of
Proceeds."

     THE EQUITY SPONSORS. The merger was jointly sponsored by Welsh Carson and
Ferrer Freeman. The Welsh Carson investors contributed approximately 86% and
affiliates of Ferrer Freeman contributed approximately 7% of the equity capital
invested in conjunction with the merger. Welsh Carson currently controls a
majority of the voting power of Concentra.

     Welsh Carson is a private investment firm based in New York and founded in
1979. Welsh Carson currently manages over $7.0 billion in private equity capital
and focuses primarily on the healthcare and information services industries
where it is a large and active financial investor. Since 1979, Welsh Carson has
completed over 80 leveraged buyouts. Welsh Carson specializes in a buy and build
strategy and has a proven history of backing companies with track records of
profitable operations and strong growth prospects. Welsh Carson was the lead
investor in OccuSystems, Inc., a predecessor company to Concentra. Welsh
Carson's current portfolio of healthcare companies includes American Oncology
Resources, Inc., Accredo Health, Incorporated, Amerisafe Inc., Hawk Medical
Supply, Inc., MAGELLA Healthcare Incorporated Corporation, MedCath, Inc.,
National Healthcare Resources, Inc., New American Healthcare Corp., OrthoLink
Physicians Corporation and United Surgical Partners International, Inc. Welsh
Carson's proposed investment in Concentra is its largest investment in the
healthcare industry to date.

     Ferrer Freeman is a private investment firm based in Greenwich, Connecticut
and founded in 1995. The principals of Ferrer Freeman possess substantial
experience in the healthcare industry and offer their portfolio companies an
important combination of equity investing experience, healthcare experience and
established relationships throughout the industry. Ferrer Freeman manages two
private equity funds, Health Care Capital Partners and Health Care Executive
Partners, which are dedicated to making investments in the healthcare industry.


                                       7
<PAGE>


     POST-TRANSACTION ORGANIZATION. The chart below shows our organizational
structure following the transactions. The ownership percentages do not give
effect to the exercise of warrants or options.



             WCAS                                              OTHER
          INVESTORS                    FFT                   INVESTORS
              |                         |                        |
              +-------------------------+------------------------+
                         86%            |  7%          7%
                             +--------------------+
                             |                    |
                             |       HOLDINGS     |--------------> HOLDCO NOTES
                             |                    |
                             +--------------------+

                             +--------------------+
                             |                    |
                             |                    |
                             |   NEW CONCENTRA    |-------------->    NOTES
                             |                    |
                             |                    |--------------> SENIOR CREDIT
                             +--------------------+                 FACILITIES
                                       |
                               +----------------+
                               |                |
                             OPERATING SUBSIDIARIES

     SOURCES AND USES OF FUNDS. The following table sets forth the sources and
uses of funds in connection with the financing of the merger and other cash
charges included:

                                                                   (IN MILLIONS)
SOURCES OF FUNDS:
     Cash from Concentra...........................................   $   80.9
     Term loan facilities(1).......................................      375.0
     Old notes.....................................................      190.0
     Discount debentures...........................................      110.0
     Equity contributions(2).......................................      423.7
                                                                      --------
     Total sources.................................................   $1,179.6
                                                                      ========

USES OF FUNDS:
     Payment for shares of outstanding Concentra common stock(3)...   $  782.1
     Repurchase of outstanding options and warrants(4).............       18.2
     Repurchase of outstanding convertible subordinated notes(5)...      328.3
     Transaction expenses(6).......................................       51.0
                                                                      --------
     Total uses....................................................   $1,179.6
                                                                      ========

----------
(1)  The senior credit facilities are comprised of a $100.0 million 6-year
     revolving credit facility and the term loan facilities, consisting of a
     $250.0 million 7-year tranche B term loan facility and a $125.0 million
     8-year tranche C term loan facility.

(2)  Reflects an equity investment by the Welsh Carson investors of
     approximately $362.9 million, including the value, on the date of the
     merger, of shares and convertible subordinated notes already owned by Welsh
     Carson, an equity investment by Ferrer Freeman of $30.6 million and an
     equity investment by the other investors of $30.2 million.


                                       8
<PAGE>


(3)  Each of the 47,400,169 shares of Concentra common stock, including
     6,343,203 shares owned by Yankee for which no cash was paid, outstanding as
     of August 17, 1999, was converted into the right to receive $16.50 for a
     total of $782.1 million.

(4)  Represents the exercise of 1,224,508 vested "in the money" options,
     exercise of 200,000 warrants, vesting of 210,000 shares of restricted stock
     into the right to receive $16.50 and the cancellation of "out of the money"
     options, net of proceeds from the exercise of the options and warrants.

(5)  Reflects payment on August 17, 1999 of $230.3 million to repurchase $230.0
     million principal amount of Concentra's outstanding 4.5% convertible
     subordinated notes due 2003, including $34.5 million principal amount of
     4.5% convertible subordinated notes owned by Yankee for which no cash was
     paid, and $98.0 million to repurchase $97.8 million principal amount of
     Concentra's outstanding 6.0% convertible subordinated notes due 2001.

(6)  Reflects fees and other expenses associated with the transactions,
     excluding $5.5 million of non-cash deferred compensation expense related
     to the accelerated vesting of restricted stock.


                                       9
<PAGE>


                   SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

     On August 17, 1999, we completed the private offering of $190.0 million
principal amount of our 13% senior subordinated notes due 2009. In connection
with that offering, we agreed, among other things, to deliver to you this
prospectus and to use our best efforts to complete the exchange offer by June
19, 2000.

New Notes Offered..........   $190.0 million aggregate principal amount of 13%
                              senior subordinated notes due 2009. The new
                              notes and the old notes are identical in all
                              respects, except for some transfer restrictions
                              and registration rights relating to the old
                              notes.

The Exchange Offer.........   We are offering to exchange an equal principal
                              amount of our 13% senior subordinated notes due
                              2009, which have been registered under the
                              Securities Act, for our outstanding 13% senior
                              subordinated notes due 2009. In order to be
                              exchanged, an outstanding note must be properly
                              tendered and accepted. You may tender outstanding
                              notes only in integral multiples of $1,000.

                              As of this date, there is $190.0 million principal
                              amount of notes outstanding. The exchange offer
                              will be completed regardless of whether all or
                              less than all of the outstanding old notes are
                              tendered for exchange.

Expiration Date............   The exchange offer will expire at 5:00 p.m., New
                              York City time,               , 1999, unless we
                              decide to extend the expiration date.

Procedures for Tendering
  Old Notes................   If you wish to tender your old notes for exchange,
                              you must transmit on or before the expiration date
                              a properly completed and executed copy of the
                              letter of transmittal delivered with this
                              prospectus, or a facsimile of the letter of
                              transmittal, and all other documents required by
                              the letter of transmittal, together with
                              certificates for your old notes, to United States
                              Trust Company of New York, as exchange agent for
                              the exchange offer. In the alternative, you can
                              tender your old notes by book-entry delivery
                              following the procedures described in this
                              prospectus in "The Exchange Offer" section under
                              the heading "Procedures for Tendering."

Guaranteed Delivery
  Procedures...............   If you wish to tender your old notes and, before
                              the expiration date of the exchange offer,

                              o  your old notes are not immediately available,

                              o  you cannot deliver your old notes, the letter
                                 of transmittal or any other required documents
                                 to United States Trust Company of New York, as
                                 exchange agent, or

                              o  you cannot complete the procedures for
                                 book-entry transfer,

                              you may tender your old notes by following the
                              guaranteed delivery procedures described in "The
                              Exchange Offer" section under the heading
                              "Guaranteed Delivery Procedures."

Special Procedures for
  Beneficial Owners........   If you wish to tender old notes that are
                              registered in the name of a broker, dealer,
                              commercial bank, trust company or other nominee,
                              you should promptly instruct the registered holder
                              to tender on your behalf. If you wish to tender on
                              your own behalf, you must, prior to completing the
                              procedures described above under the heading
                              "Procedures for Tendering Old Notes," either
                              register ownership of the outstanding notes in
                              your name or obtain a properly completed bond
                              power from the registered holder.


                                       10
<PAGE>


Withdrawal Rights..........   You may withdraw the tender of your old notes at
                              any time prior to 5:00 p.m., New York City time,
                              on the expiration date.

U.S. Federal Income
  Tax Considerations.......   The exchange of new notes for old notes in the
                              exchange offer will generally not be a taxable
                              event for United States federal income tax
                              purposes.

Conditions to the
  Exchange Offer...........   The exchange offer is not subject to any
                              conditions other than that it does not violate
                              applicable law or any applicable interpretation of
                              the Commission's staff.

Use of Proceeds............   We will not receive any proceeds from the issuance
                              of the new notes in the exchange offer.

                      SUMMARY DESCRIPTION OF THE NEW NOTES

Issuer.....................   Concentra Operating Corporation.

Total Amount of
  New Notes Offered........   We are offering $190.0 million aggregate principal
                              amount of 13% series B senior subordinated notes
                              due 2009.

Maturity Date..............   August 15, 2009.

Interest Rate and
  Payment Dates............   Interest on the notes will accrue at the rate of
                              13% per annum, payable in cash semi-annually in
                              arrears on February 15 and August 15 of each year,
                              beginning February 15, 2000.

Optional Redemption........   On or after August 15, 2004, we may redeem some or
                              all of the notes at any time at the redemption
                              prices described in the section "Description of
                              Notes" under the caption "Optional Redemption."

                              Prior to August 15, 2002, we may redeem up to 25%
                              of the notes with the proceeds of certain
                              offerings of our equity at the price listed in the
                              section "Description of Notes" under the caption
                              "Optional Redemption."

Mandatory Offer to
  Repurchase...............   Under the circumstances described in the
                              indenture, if we sell certain kinds of assets or
                              experience specific kinds of changes in control,
                              we must offer to repurchase the notes at the
                              prices listed in the section "Description of
                              Notes" under the caption "Repurchase at the Option
                              of Holders."

Subsidiary Guarantees......   Each of our subsidiaries, other than our joint
                              ventures, is a guarantor. If we cannot make
                              payments on the notes when they are due, the
                              guarantor subsidiaries will be obligated to make
                              them instead.

Ranking of the Notes.......   These notes and the subsidiary guarantees are
                              senior subordinated debt. They rank behind all of
                              our and our guarantor subsidiaries' current and
                              future indebtedness, other than trade payables,
                              except indebtedness that expressly provides that
                              it is equal or subordinate in right of payment to
                              these notes and the subsidiary guarantees.

                              Assuming we had completed the offering of old
                              notes and the transactions on June 30, 1999, the
                              notes and the subsidiary guarantees would have
                              been subordinated to approximately $375.5 million
                              of senior indebtedness. No debt of ours having an


                                       11
<PAGE>


                              equal ranking with the notes and the subsidiary
                              guarantees or which is subordinate to the notes
                              and the subsidiary guarantees would have been
                              outstanding at such date.

Basic Covenants of
  the Indenture............   The indenture governing the notes places certain
                              limitations on our ability, and the ability of
                              some of our subsidiaries, to:

                              o  make investments;

                              o  pay dividends on stock or repurchase stock;

                              o  borrow money;

                              o  sell certain assets or merge with or into other
                                 companies;

                              o  use assets as security in other transactions;
                                 and

                              o  enter into transactions with affiliates.

                              For more details, see the section "Description of
                              Notes" under the caption "Certain Covenants."

Transfer Restrictions......   The new notes will have been registered under the
                              Securities Act and, therefore, will not bear
                              legends restricting their transfer. We do not
                              intend to list the notes on any securities
                              exchange.

     YOU SHOULD REFER TO THE SECTION ENTITLED "RISK FACTORS" FOR AN EXPLANATION
OF CERTAIN RISKS OF INVESTING IN THE NOTES.

                   SUMMARY OF ABILITY TO RESELL THE NEW NOTES

     We believe that the new notes issued in the exchange offer may be offered
for resale, resold or otherwise transferred by you without compliance with the
registration and prospectus delivery provisions of the Securities Act, but
only
if:

     o  you acquire the new notes in the ordinary course of business,

     o  you are not participating, do not intend to participate and have no
        arrangement or understanding with any person to participate in a
        distribution of the new notes, and

     o  you are not an affiliate of ours, as the term affiliate is defined under
        the Securities Act and which may include our executive officers and
        directors, another person having control over our operations or
        management or an entity we control.

     By executing and delivering the letter of transmittal, you will represent
to us that the above statements by you are true. If any of these statements are
untrue, you may not resell your notes unless an exemption from the registration
provisions of the Securities Act is available for the transfer or you resell
your notes in compliance with the prospectus delivery provisions of the
Securities Act.

     Each broker-dealer that is issued new notes in the exchange offer for its
own account in exchange for old notes which were acquired by the broker-dealer
as a result of market-making or other trading activities, must acknowledge that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of the new notes. A broker-dealer may use this
prospectus, as it may be amended or supplemented from time to time, for an offer
to resell, resale or similar transfer of the new notes issued to it in the
exchange offer.


                                       12
<PAGE>


          SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

     Set forth below are our summary historical and pro forma financial data.
The summary historical consolidated financial data for the three years ended
December 31, 1998 was derived from, and should be read in conjunction with, the
audited consolidated financial statements of Concentra and related notes to
those financial statements included elsewhere in this prospectus. The summary
historical consolidated financial data as of September 30, 1999 and for the nine
month periods ended, September 30, 1998 and 1999 were derived from the unaudited
consolidated financial statements of Concentra Operating which, in the opinion
of management, includes all adjustments, consisting only of normal, recurring
adjustments, necessary for a fair presentation of our consolidated financial
condition and results of operations as of and for those periods. The operating
results for the nine month periods ended September 30, 1998 and 1999 are not
necessarily indicative of results to be expected for the full year. The pro
forma data as of and for the periods presented give effect to the transactions
as if they were consummated at the beginning of the period indicated.

     The accompanying consolidated financial statements as of December 31, 1998
and September 30, 1999 and for the three and nine months ended September 30,
1998 and 1999 and related footnotes reflect the operating results of Concentra
through August 17, 1999 and the operating results of Concentra Operating from
August 18, 1999 through September 30, 1999. Concentra Operating is a
wholly-owned subsidiary of Concentra and they are considered entities under
common control, therefore, combined financial statements have been presented.
Earnings per share has not been reported for all periods presented, as Concentra
Operating is a wholly-owned subsidiary of Concentra and has no publicly held
shares. The summary historical consolidated financial data set forth below
should be read together with, and are qualified in their entirety by, the
"Selected Historical Consolidated Financial Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements of Concentra and notes to those financial statements
included elsewhere in this prospectus.


<TABLE>
<CAPTION>
                                                                                                                       PRO FORMA
                                                                                PRO FORMA                                 NINE
                                                                                   YEAR                                  MONTHS
                                                                                   ENDED        NINE MONTHS ENDED         ENDED
                                                  YEAR ENDED DECEMBER 31,       DECEMBER 31,       SEPTEMBER 30,       SEPTEMBER 30,
                                           ----------------------------------   -----------    ---------------------   ------------
                                             1996         1997         1998         1998         1998         1999         1999
                                                                                 (UNAUDITED)        (UNAUDITED)         (UNAUDITED)
                                                                       (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>          <C>
STATEMENT OF OPERATIONS DATA:
Revenues ...............................   $372,683     $489,318     $611,056     $611,056     $459,145     $506,157     $506,157
Cost of services .......................    289,928      372,639      469,297      469,297      345,191      392,929      392,929
                                           --------     --------     --------     --------     --------     --------     --------
  Gross profit .........................     82,755      116,679      141,759      141,759      113,954      113,228      113,228
General and
  administrative expenses ..............     33,155       39,831       45,326       45,326       33,724       47,218       47,218
Amortization of intangibles ............      3,442        5,908        8,119        8,119        6,102        9,495        9,495
Non-recurring charges(1) ...............        964       38,625       33,114       33,114       12,600       54,419       54,419
                                           --------     --------     --------     --------     --------     --------     --------
  Operating income .....................     45,194       32,315       55,200       55,200       61,528        2,096        2,096
Interest expense(2) ....................      3,741       12,667       18,021       60,145       13,123       19,614       45,393
Interest income(2) .....................       (859)      (2,297)      (4,659)        --         (2,939)      (2,724)          --
Other, net .............................        836          883           44           44           88         (147)        (147)
                                           --------     --------     --------     --------     --------     --------     --------
  Income (loss) before
    income taxes(2) ....................     41,476       21,062       41,794       (4,989)      51,256      (14,647)     (43,150)
Provision (benefit) for
  income taxes(2) ......................     13,437       11,062       19,308          127       23,803        9,829       (1,759)
                                           --------     --------     --------     --------     --------     --------     --------
Net income (loss) ......................   $ 28,039     $ 10,000     $ 22,486     $ (5,116)    $ 27,453     $(24,476)    $(41,391)
                                           ========     ========     ========     ========     ========     ========     ========
Earnings per share(3)
</TABLE>


                                       13
<PAGE>


<TABLE>
<CAPTION>
                                                                                                                        PRO FORMA
                                                                                PRO FORMA                                  NINE
                                                                                   YEAR                                   MONTHS
                                                                                   ENDED         NINE MONTHS ENDED         ENDED
                                                 YEAR ENDED DECEMBER 31,        DECEMBER 31,        SEPTEMBER 30,      SEPTEMBER 30,
                                           ----------------------------------   -----------    ---------------------   ------------
                                             1996         1997         1998         1998         1998          1999        1999
                                                       (UNAUDITED)               (UNAUDITED)         (UNAUDITED)       (UNAUDITED)
                                                                           (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>          <C>
OTHER FINANCIAL DATA:
EBITDA(4) ............................     $ 54,506     $ 48,176     $ 78,555     $ 78,555     $ 78,383     $ 27,827     $ 27,827
Adjusted EBITDA(4) ...................       55,470       86,801      111,669      111,669       90,983       82,246       82,246
Depreciation and amortization ........       10,148       16,744       23,399       23,399       16,943       25,584       25,584
Capital expenditures .................       24,024       25,535       34,187       34,187       26,243       25,950       25,950
Cash interest expense(5) .............        3,683       11,890       16,322       57,950       11,923       18,086       43,747
Ratio of earnings to fixed
charges(6) ...........................         6.2x         2.1x         2.6x         0.9x         3.8x         0.4x         0.2x
Ratio of adjusted earnings
  to fixed charges(7) ................         6.3x         4.3x         4.0x         1.4x         4.4x         2.6x         1.2x
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                NINE MONTHS ENDED
                                                                             YEAR ENDED DECEMBER 31,              SEPTEMBER 30,
                                                                         ------------------------------         -----------------
                                                                         1996         1997         1998         1998         1999
<S>                                                                      <C>          <C>          <C>          <C>           <C>
OPERATING DATA:
Service locations at end of period:
  Occupational healthcare centers(8) ...........................          109          140          156          151          201
  Cost containment services offices ............................           70           83           86           86           80
  Field case management offices(9) .............................          118          122           89          117           89
Occupational healthcare centers
  acquired during the period(10) ...............................           32           22           12           10           45
Occupational healthcare centers
  developed during the period ..................................           10            9            4            1           --
Occupational healthcare centers same
  market revenue growth(11) ....................................         10.7%        11.0%        11.4%        11.5%         8.0%
</TABLE>

<TABLE>
<CAPTION>
                                                                                        AS OF SEPTEMBER 30, 1999
                                                                                                 ACTUAL
                                                                                        ------------------------
BALANCE SHEET DATA:                                                                          (IN THOUSANDS)
<S>                                                                                             <C>
Cash and cash equivalents ..............................................................        $ 10,584
Working capital.........................................................................         113,555
Total assets............................................................................         648,804
Total debt..............................................................................         565,969
Total stockholders' deficit.............................................................         (37,445)
</TABLE>

----------
(1)  Concentra recorded the following non-recurring charges: (a) $38.6 million
     in the third quarter of 1997 primarily related to the formation of
     Concentra by the merger of CRA Managed Care, Inc. and OccuSystems, Inc.;
     (b) $12.6 million in the first quarter of 1998 primarily related to the
     merger with Preferred Payment Systems, Inc.; (c) $20.5 million in the
     fourth quarter of 1998 primarily related to the reorganization of the
     Managed Care Services division and charges related to the recognition of an
     impairment loss on the intangible related to an acquired contract; and (d)
     $54.4 million in the third quarter of 1999 primarily for fees, expenses and
     other non-recurring charges associated with the merger.



                                       14
<PAGE>


(2)  The table below reflects the pro forma adjustments to record interest
     expense, interest income and tax provision adjustments to reflect the
     repayment of certain debt and the issuance of new debt associated with the
     merger.

<TABLE>
<CAPTION>
                                                                                                                INTEREST
                                                                                           INTEREST              EXPENSE
                                                                              AMOUNT         RATE              ADJUSTMENT
                                                                             ---------     --------            ----------
                                                                                                            YEAR        NINE MONTHS
                                                                                                            ENDED         ENDED
                                                                                                         DECEMBER 31,  SEPTEMBER 30,
DOLLARS IN THOUSANDS                                                                                        1998           1999
                                                                                                         -----------   ------------
<S>                                                                           <C>                         <C>          <C>
Repayment or equity contribution of debt:
Commitment fees on Revolving
  Credit Facility .........................................................   $   --                      $    (250)   $    (188)
4.5% Convertible Subordinated Notes due March, 2003 .......................   (230,000)       4.50%(a)       (8,165)      (6,586)
6.0% Convertible  Subordinated Notes due December, 2001  ..................    (97,737)       6.00%          (5,865)      (3,720)
Interest on other indebtedness paid off during the year ...................       --                         (2,042)         --
                                                                             ---------                    ---------    ---------
        Total repayment or equity contribution of debt ....................   (327,737)                     (16,322)     (10,494)
Issuance of new debt:
Term Facilities:
  Commitment fee on new $100,000,000 Credit Facility ......................       --                            500          375
  Tranche B at E.R. plus applicable margin due 2006 .......................    250,000        8.65%(b)       21,625       16,218
  Tranche C at E.R. plus applicable margin due 2007 .......................    125,000        8.90%(b)       11,125        8,344
Senior Subordinated Notes at 13% due 2009 .................................    190,000       13.00%          24,700       18,525
                                                                             ---------                    ---------    ---------
                                                                               565,000                       57,950       43,462
Amortization of existing deferred finance costs on debt repaid.............                                  (1,699)      (1,248)
Amortization of deferred finance costs on new debt (c) ....................                                   2,195        1,646
Interest expense on new debt incurred to-date (d) .........................                                    --         (7,587)
                                                                                                          ---------    ---------
Total interest expense pro forma adjustment ...............................                                  42,124       25,779
Interest income pro forma adjustment (e) ..................................                                   4,659        2,724
                                                                                                          ---------    ---------
Total income (loss) before income taxes pro forma adjustment    ...........                                 (46,783)     (28,503)
Provision (benefit) for income taxes pro forma adjustment (f)   ...........                                 (19,181)     (11,588)
                                                                                                          ---------    ---------
        Total net income (loss) pro forma adjustment ......................                               $ (27,602)   $ (16,915)
                                                                                                          =========    =========
</TABLE>

     (a)  The 4.5% convertible subordinated notes were issued in March ($200.0
          million) and April ($30.0 million) of 1998, as such, the interest
          expense does not reflect a full year of interest expense.

     (b)  The Eurodollar Rate ("E.R.") is assumed to be 5.4% for the
          purposes of calculating interest expense. The annual effect of a 1/8%
          change in the interest rate on the $375.0 million variable rate debt
          is $0.5 million for the year ended December 31, 1998 and $0.4 million
          for the nine months ended September 30, 1999.

     (c)  The deferred finance fees of $18.0 million are being amortized over
          the weighted average life of the new debt of 8.2 years.

     (d)  Interest expense recorded through September 30, 1999 on new
          indebtedness issued in connection with the merger.

     (e)  To record the decrease in interest income due to the use of available
          cash.

     (f)  To record the tax benefit on the pro forma interest adjustments.

(3)  As a result of Concentra going private in the merger transaction, there are
     no longer publicly held shares outstanding and we believe that historical
     earnings per share information is not meaningful.

(4)  EBITDA represents net income before interest expense, interest income,
     provision for income taxes, depreciation and amortization of intangibles
     and includes depreciation and amortization of two 50% owned joint ventures
     not consolidated by Concentra. Adjusted EBITDA represents EBITDA before
     non-recurring charges. While EBITDA and Adjusted EBITDA are not intended to
     represent cash flow from operations as defined by generally accepted
     accounting principles, commonly referred to as GAAP and should not be
     considered as indicators of operating performance or alternatives to cash
     flow, as measured by GAAP, as a measure of liquidity, they are included in
     this prospectus to provide additional information with respect to our
     ability to meet our future debt service, capital expenditure and working
     capital requirements.

(5)  Cash interest expense represents interest expense recorded during the
     period excluding the amortization of debt issuance costs.


                                       15
<PAGE>


(6)  The ratio of earnings to fixed charges is computed by dividing the sum of
     net earnings, before deducting provisions for income taxes and fixed
     charges, and adjusted for the equity in earnings of unconsolidated
     subsidiaries and related distributions, by fixed charges. Fixed charges
     consist of interest on debt, including amortization of debt issuance costs,
     and one-fourth of rent expenses, estimated by management to be the interest
     component of such rentals.

(7)  The ratio of adjusted earnings to fixed charges is computed by dividing the
     sum of net earnings, before deducting nonrecurring charges, provisions for
     income taxes and fixed charges, by fixed charges. Fixed charges consist of
     interest on debt, including amortization of debt issuance costs, and
     one-fourth of rent expense, estimated by management to be the interest
     component of such rentals.

(8)  Does not include the assets of occupational healthcare centers which were
     acquired and subsequently divested or consolidated into existing centers
     within a market.

(9)  The decline in field case management offices in 1998 is primarily due to
     the fourth quarter of 1998 reorganization which included facility
     consolidations.

(10) Represents the assets of occupational healthcare centers which were
     acquired during each period presented and not subsequently divested.

(11) Occupational healthcare centers same market revenue growth sets forth the
     aggregate net change from the prior period for all markets in which we have
     operated healthcare centers for longer than one year, excluding revenue
     growth due to acquisitions of additional centers.


                                       16
<PAGE>


                                  RISK FACTORS

     AN INVESTMENT IN THE NOTES IS SUBJECT TO A NUMBER OF RISKS. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS, AS WELL AS THE MORE DETAILED
DESCRIPTIONS CROSS-REFERENCED TO THE BODY OF THIS PROSPECTUS AND THE OTHER
MATTERS DESCRIBED IN THIS PROSPECTUS BEFORE DECIDING TO EXCHANGE THE OLD NOTES
FOR NEW NOTES.


RISKS APPLICABLE TO THE NOTES

          SUBSTANTIAL LEVERAGE--OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY
          AFFECT OUR FINANCIAL HEALTH AND PREVENT US FROM FULFILLING OUR
          OBLIGATIONS UNDER THE NOTES.

     As of September 30, 1999, our consolidated indebtedness was approximately
$566.0 million, representing approximately 107% of our total capitalization. In
addition, our business strategy calls for significant capital expenditures for
acquisition and development. The indenture governing the notes and our other
debt instruments allow us to incur additional indebtedness, including secured
indebtedness and $100.0 million of unused drawing capacity under the senior
credit facilities. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

     Our substantial indebtedness could have important consequences to you. For
example, it could:

     o  make it more difficult for us to satisfy our obligations with respect to
        the notes;

     o  increase our vulnerability to general adverse economic and industry
        conditions;

     o  limit our ability to fund future working capital, capital expenditures,
        and other general corporate requirements;

     o  require a substantial portion of our cash flow from operations to be
        used for debt payments;

     o  limit our flexibility to plan for, or react to, changes in our business
        and the industry in which we operate;

     o  place us at a competitive disadvantage compared to our competitors that
        have less debt;

     o  limit our ability to borrow additional funds; and

     o  limit our ability to engage in various transactions such as acquisitions
        and dispositions or to make certain investments.

     Any of the above listed factors could materially adversely affect us. See
"Description of Certain Indebtedness."


         ABILITY TO SERVICE DEBT--TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A
         SIGNIFICANT AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON
         MANY FACTORS BEYOND OUR CONTROL.

     Our ability to make payments on and to refinance our indebtedness,
including the notes, and to fund planned capital expenditures will depend on our
ability to generate cash in the future. To a certain extent, our ability to
generate cash is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control. We
believe our cash flow from operations, available cash and available borrowings
under the senior credit facilities will be adequate to meet our liquidity needs
for the foreseeable future.

     We cannot assure you, however, that our business will generate sufficient
cash flow from operations or that future borrowings will be available to us
under the senior credit facilities in an amount sufficient to enable us to pay
our indebtedness, including the notes, or to fund our other liquidity needs. We
may need to refinance all or a portion of our indebtedness, including the notes,
on or before maturity. We might not be able to refinance any of our
indebtedness, including the senior credit facilities and the notes, on
commercially reasonable terms or at all.


                                       17
<PAGE>


         SUBORDINATION--YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS JUNIOR
         TO MOST OF OUR EXISTING INDEBTEDNESS AND MOST OF OUR FUTURE BORROWINGS.
         FURTHER, THE GUARANTEES OF THESE NOTES ARE JUNIOR TO MOST OF OUR
         SUBSIDIARY GUARANTORS' EXISTING INDEBTEDNESS AND MOST OF THEIR FUTURE
         BORROWINGS.

     The notes and the subsidiary guarantees rank behind all of our and the
subsidiary guarantors' existing indebtedness, other than trade payables, and all
of our and their future borrowings, except any future indebtedness that
expressly provides that it ranks equal with, or subordinated in right of payment
to, the notes and the guarantees.

     We depend on the cash flow from our subsidiaries to meet our obligations,
including all payments on the notes. Accordingly, our ability to make payments
to holders of the notes depends on the receipt of sufficient funds from our
subsidiaries. Because of the possible terms of future indebtedness of our
subsidiaries, which may be secured by the assets of our subsidiaries, we may be
restricted in receiving funds from our subsidiaries. The indenture for the notes
permits our subsidiaries to enter into agreements which restrict dividends and
distributions to the obligors under some circumstances. See "Description of
Notes--Certain Covenants--Other Payment Restrictions Affecting Restricted
Subsidiaries."

     Although the cash distributed by our joint ventures to us or our
subsidiaries can be used to make payments on the notes, our joint ventures do
not guarantee the notes.

     As of September 30, 1999, our consolidated indebtedness was $566.0 million,
$376.0 million of which has ranked senior to the notes, and we had $95.1 million
of unused drawing capacity under the senior credit facilities. The subsidiary
guarantors have $376.0 million of indebtedness ranking senior to the guarantees.
Upon any distribution to our creditors or the creditors of the subsidiary
guarantors in a bankruptcy or similar proceeding relating to us or the
subsidiary guarantors, the holders of senior debt of Concentra Operating and the
subsidiary guarantors will be entitled to be paid in full in cash before any
payment may be made with respect to the notes or the guarantees.

     In addition, all payments on the notes and the guarantees will be blocked
in the event of a payment default on senior debt and may be prohibited for up to
179 days each year in the event of specified nonpayment defaults on senior debt.

     In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to Concentra Operating or the subsidiary guarantors, holders
of the notes will participate with all other holders of our subordinated
indebtedness and the subsidiary guarantors in the assets remaining after we and
the subsidiary guarantors have paid all of the senior debt. Because our senior
debt must be paid first, you may receive proportionately less than trade
creditors and other senior creditors in any such proceeding. In any of these
cases, we and the subsidiary guarantors may not have sufficient funds to pay all
of our creditors, therefore, holders of the notes may receive ratably less than
trade creditors.


         RESTRICTIONS--RESTRICTIONS IMPOSED BY THE SENIOR CREDIT FACILITIES AND
         THE INDENTURE WILL MAKE IT MORE DIFFICULT FOR US TO TAKE CERTAIN
         ACTIONS.

     The senior credit facilities and the indenture restrict our ability to:

     o  make certain investments;

     o  pay dividends and make distributions;

     o  repurchase stock;

     o  incur additional indebtedness;

     o  create liens;

     o  merge or consolidate our company or any of our subsidiaries;


                                       18
<PAGE>


     o  transfer and sell assets;

     o  enter into transactions with our affiliates;

     o  enter into sale and leaseback transactions; and

     o  issue common and preferred stock of our subsidiaries.

     In addition, we must maintain minimum debt service and maximum leverage
ratios under the senior credit facilities. A failure to comply with the
restrictions contained in the senior credit facilities could lead to an event of
default which could result in an acceleration of that indebtedness before it is
otherwise due to be paid. Such an acceleration would also constitute an event of
default under the indenture relating to the notes. See "Description of Certain
Indebtedness" and "Description of Notes-Events of Default and Remedies."


         LACK OF SECURITY--BECAUSE THE NOTES ARE UNSECURED, OTHER LENDERS WILL
         HAVE PRIOR CLAIMS TO OUR ASSETS IN THE EVENT WE BECOME INSOLVENT OR ARE
         LIQUIDATED.

     In addition to being subordinate to all of our and the subsidiary
guarantors' senior indebtedness, neither the notes nor the subsidiary guarantees
are secured by any of our or the subsidiary guarantors' assets. Our obligations
under the senior credit facilities are secured by substantially all of our
assets, including assets held by our subsidiaries, other than our joint
ventures. Under the indenture for the notes, we and our subsidiaries are
permitted to incur additional secured indebtedness. If we become insolvent or
are liquidated, or if payment under the senior credit facilities is accelerated,
the lenders under the senior credit facilities would be entitled to exercise the
remedies available to a secured lender under applicable law. Therefore, our bank
lenders will have a claim on our assets before the holders of the notes. Because
the notes are unsecured, there may be no assets remaining for the holders of
notes or any assets may be insufficient to pay off the notes.


         CONTROL BY WELSH CARSON--THE INTERESTS OF WELSH CARSON MAY NOT BE
         ALIGNED WITH THE INTERESTS OF THE HOLDERS OF THE NOTES.

     Welsh Carson controls a majority of the voting power of the outstanding
common stock of Concentra and controls all of our affairs and policies.
Circumstances may occur in which the interests of Welsh Carson could be in
conflict with the interests of the holders of the notes. In addition, Welsh
Carson 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 the holders of the notes.
See "Management" and "Certain Relationships and Related Transactions."


         FINANCING CHANGE OF CONTROL OFFER--WE MAY NOT HAVE THE ABILITY TO RAISE
         THE FUNDS NECESSARY TO FINANCE THE CHANGE OF CONTROL OFFER REQUIRED BY
         THE INDENTURE.

     Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes. However, it is
possible that we will not have sufficient funds at the time of the change of
control to make the required repurchase of notes or that restrictions in the
senior credit facilities will not allow such repurchases. In addition, certain
corporate events, such as a leveraged recapitalization that would increase the
level of our indebtedness, would not necessarily constitute a "change of
control" under the indenture. See "Description of Notes--Repurchase at the
Option of Holders."


         FRAUDULENT CONVEYANCE MATTERS--FEDERAL AND STATE STATUTES ALLOW COURTS,
         UNDER SPECIFIC CIRCUMSTANCES, TO CANCEL THE NOTES, VOID GUARANTEES OR
         SUBORDINATE CLAIMS IN RESPECT OF THE NOTES.

     As described in this prospectus, the net proceeds from the sale of the
notes were distributed to Concentra to partially finance the merger. Under
applicable provisions of the Federal Bankruptcy Code or comparable provisions of
state fraudulent transfer or conveyance law, if we or our subsidiary guarantors
at the time the notes or the guarantees were issued, as the case may be,


                                       19
<PAGE>


     (a)  incurred those obligations with the intent to hinder, delay or defraud
          creditors, or

     (b)  o received less than reasonably equivalent value or fair consideration
            for incurring those obligations and

          o either

               (A)  was insolvent at the time of the incurrence,

               (B)  was rendered insolvent by reason of that incurrence and the
                    application of the proceeds received from that incurrence,

               (C)  was engaged or was about to engage in a business or
                    transaction for which the assets remaining with it
                    constituted unreasonably small capital to carry on its
                    business, or

               (D)  intended to incur, or believed that it would incur, debts
                    beyond its ability to pay those debts as they mature,

then, in each of those cases, a court could avoid, in whole or in part, the
notes or the guarantees, as the case may be. A court may also subordinate the
notes or guarantees to our existing and future indebtedness or that of the
subsidiary guarantors. The avoidance or subordination of all or part of the
notes or guarantees could result in an event of default with respect to other
indebtedness of Concentra Operating, Concentra or the subsidiary guarantors
which could result in acceleration of that indebtedness.

     The measure of insolvency for purposes of the foregoing will vary depending
upon the law applied in that case. Generally, a company would be considered
insolvent if the sum of its debts, including contingent liabilities, was greater
than all of its assets at a fair valuation or if the present fair saleable value
of its assets was less than the amount that would be required to pay the
probable liability on its existing debts, including contingent liabilities, as
they become absolute and matured.


         NO PRIOR MARKET FOR NOTES--YOU CANNOT BE SURE THAT AN ACTIVE TRADING
         MARKET WILL DEVELOP FOR THESE NOTES.

     Prior to the offering, there was no public market for the notes. We have
been informed by the initial purchasers that they are making a market in these
notes. However, the initial purchasers may cease their market-making at any
time. In addition, the liquidity of the trading market in the notes, and the
market price quoted for the notes, may be adversely affected by changes in the
overall market for high yield securities and by changes in our financial
performance or prospects or in the prospects for companies in our industry
generally. As a result, you cannot be sure that an active trading market will
develop for the notes.


         OLD NOTES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT--IF YOU DO
         NOT EXCHANGE YOUR OLD NOTES FOR NEW NOTES, YOUR OLD NOTES MAY TRADE AT
         DISCOUNT BECAUSE YOU MAY NOT BE ABLE TO TRANSFER SUCH NOTES.

     In the event the exchange offer is completed, we will not be required to
register the old notes under the Securities Act. In such event, the new notes
would rank equally with the old notes. Holders of old notes seeking liquidity in
their investment would have to rely on exemptions from registration requirements
under the securities laws, including the Securities Act. A reduction of the
aggregate principal amount of the old notes as a result of the completion of the
exchange offer may have an adverse effect on the ability of holders of the old
notes to transfer such notes.


RISKS APPLICABLE TO THE BUSINESS

         RISKS OF FUTURE ACQUISITIONS AND JOINT VENTURES--OUR ABILITY TO MAKE
         FUTURE ACQUISITIONS, ENTER INTO JOINT VENTURES AND TO INTEGRATE THOSE
         OPERATIONS COULD AFFECT OUR GROWTH AND OPERATIONS.

     We are in various stages of negotiations to acquire businesses and
occupational healthcare centers from a number of possible selling groups or to
enter into joint ventures to operate occupational healthcare centers. We cannot


                                       20
<PAGE>


assure you that further suitable acquisition or joint venture candidates can be
found, that acquisitions or joint ventures can be financed or consummated on
favorable terms or that such acquisitions or joint ventures, if completed, will
be successful. In addition, we cannot assure you we will be able to successfully
integrate the operations of any acquired business or joint venture or institute
company-wide systems and procedures to successfully operate the combined
enterprises. The success of our acquisitions and joint ventures will be
determined by numerous factors, including:

     o  our ability to identify suitable acquisition or joint venture
        candidates;

     o  competition for such acquisitions or joint ventures;

     o  the purchase price;

     o  the financial performance of the acquired businesses or joint ventures
        after acquisition; and

     o  our ability to integrate effectively the operations of acquired
        businesses or joint ventures into our operations.

     A strategy of growth by acquisition or joint venture also involves the risk
of assuming unknown or contingent liabilities of the acquired business or joint
venture, which could be material, individually or in the aggregate.


         MANAGEMENT OF GROWTH--OUR CONTINUED RAPID GROWTH COULD PLACE A
         SIGNIFICANT STRAIN ON OUR MANAGEMENT AND OTHER RESOURCES.

     We have experienced rapid growth. Our recent and continued rapid growth
could place a significant strain on our management and other resources. We
anticipate that any continued growth will require us to continue to recruit,
hire, train and retain a substantial number of new and highly skilled
administrative, information technology, finance, sales and marketing and support
personnel. Our ability to compete effectively and to manage current and any
future growth will depend on our ability to continue to implement and improve
operational, financial and management information systems on a timely basis and
to expand, train, motivate and manage our workforce. Should we continue to
experience rapid growth, we cannot assure you that personnel, systems,
procedures and controls will be adequate to support our operations or that
management will adequately anticipate all demands that growth will place on us.


          COMPETITION--INCREASED COMPETITION COULD ADVERSELY AFFECT OUR GROWTH
          AND OPERATIONS.

     The market to provide occupational healthcare services is highly fragmented
and competitive. Our primary competitors have typically been independent
physicians, hospital emergency departments and hospital-owned or
hospital-affiliated medical facilities.

     We believe that, as managed care techniques continue to gain acceptance in
the occupational healthcare marketplace, our competitors will increasingly
consist of nationally focused workers' compensation managed care service
companies, specialized provider groups, insurance companies, health management
organizations and other significant providers of managed care products.
Legislative reforms in some states permit employers to designate health plans
such as health management organizations and preferred provider organizations to
cover workers' compensation claimants. Because many health plans have the
ability to manage medical costs for workers' compensation claimants, that
legislation may intensify competition in the market we serve. Many of our
current and potential competitors are significantly larger and have greater
financial and marketing resources than ours, and there can be no assurance that
we will continue to maintain our existing performance or be successful with any
new products or in any new geographic markets we may enter.


         UNCERTAINTIES RELATED TO CHANGING HEALTHCARE ENVIRONMENT; CHANGES IN
         MARKET DYNAMICS--CHANGES IN THE HEALTHCARE ENVIRONMENT AND MARKET
         DYNAMICS COULD ADVERSELY AFFECT OUR GROWTH AND OPERATIONS.

     We cannot assure you that state fee schedule changes will not adversely
affect us, that we will prosper in the changing healthcare environment or that
our strategy to develop managed care programs will succeed in meeting


                                       21
<PAGE>


employers' and workers' occupational healthcare needs. The healthcare industry
has experienced substantial changes in recent years. Although managed care has
yet to become a major factor in occupational healthcare, we anticipate that
managed care programs may play an increasing role in the delivery of
occupational healthcare services, and that competition in the occupational
healthcare industry may shift from individual practitioners to specialized
provider groups such as those managed by us, insurance companies, health
management organizations and other significant providers of managed care
products.


         UNCERTAINTIES REGARDING HEALTHCARE REFORM--HEALTHCARE REFORM MAY
         INTENSIFY COMPETITION AND REDUCE THE COSTS OF WORKERS' COMPENSATION
         CLAIMS WHICH COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF
         OPERATIONS.

     Legislative reforms in some states permit employers to designate health
plans such as health management organizations and preferred provider
organizations to cover workers' compensation claimants. Because many health
plans have the capacity to manage healthcare for workers' compensation
claimants, that legislation may intensify competition in the market we serve.
Within the past few years, several states have experienced decreases in the
number of workers' compensation claims and the total value of claims which have
been reflected in workers' compensation insurance premium rate reductions in
those states. We believe that declines in workers' compensation costs in these
states are due principally to intensified efforts by payors to manage and
control claim costs, to improved risk management by employers and to legislative
reforms. If declines in workers' compensation costs occur in many states and
persist over the long-term, they may have an adverse impact on our business,
financial condition and results of operations.


         RISKS INHERENT IN PROVISION OF MEDICAL SERVICES; POSSIBLE LITIGATION
         AND LEGAL LIABILITY--SUITS AGAINST US MAY LEAD TO SIGNIFICANT
         LIABILITIES.

     Our affiliated physician associations and some of our employees are
involved in the delivery of healthcare services to the public and, therefore,
are exposed to the risk of professional liability claims. Claims of this nature,
if successful, could result in substantial damage awards to the claimants which
may exceed the limits of any applicable insurance coverage. We are indemnified
under our management agreements with our affiliated physician associations from
claims against them, maintain liability insurance for ourselves and negotiate
liability insurance for the physicians in our affiliated physician associations.
However, successful malpractice claims asserted against us or our affiliated
physician associations could have a material adverse effect on our business,
financial condition and results of operations. Further, new types of lawsuits
against managed care companies as well as against employers who use managed care
in workers' compensation cases have been proposed which, if established and
successful, may discourage the use of managed care in workers' compensation
cases and could have an adverse affect on our business, financial condition and
results of operations.

     Through our specialized cost containment and field case management
services, we make recommendations about the appropriateness of providers'
proposed medical treatment plans of patients throughout the country, and as a
result we could be subject to charges arising from any adverse medical
consequences. We do not grant or deny claims for payment of benefits and we do
not believe that we engage in the practice of medicine or the delivery of
medical services. We cannot assure you, however, that we will not be subject to
claims or litigation related to the grant or denial of claims for payment of
benefits or allegations that we engage in the practice of medicine or the
delivery of medical services. In addition, we cannot assure you that we will not
be subject to other litigation that may adversely affect our business, financial
condition and results of operations. We maintain errors and omissions insurance
and such other lines of coverage as we believe are reasonable in light of our
experience to date. We cannot assure you, however, that our insurance will be
sufficient or that insurance will be available at reasonable cost to protect us
from liability which might adversely affect our business, financial condition
and results of operations.


         CORPORATE PRACTICE OF MEDICINE AND OTHER LAWS AND REGULATIONS--THESE
         LAWS AND REGULATIONS MAY INCREASE OUR COSTS WHICH WOULD ADVERSELY
         AFFECT OUR ABILITY TO COMPETE.

     State laws relating to our business vary widely from state to state and are
seldom interpreted by courts or regulatory agencies in a way that provides
guidance with respect to our business operations. In addition, many states


                                       22
<PAGE>


have licensing or regulatory programs and our business may be adversely affected
by failure to comply with existing laws and regulations, failure to obtain
necessary licenses and government approvals or failure to adapt to new or
modified regulatory requirements.

     Most states limit the practice of medicine to licensed individuals or
professional organizations comprised of licensed individuals. Many states also
limit the scope of business relationships between business entities like us and
licensed professionals and professional corporations, particularly with respect
to fee-splitting between a physician and another person or entity and
non-physicians exercising control over physicians engaged in the practice of
medicine.

     Laws and regulations relating to the practice of medicine, fee-splitting
and similar issues vary widely from state to state, are often vague, and are
seldom interpreted by courts or regulatory agencies in a manner that provides
guidance with respect to business operations such as ours. Although we attempt
to structure all of our operations so that they comply with the relevant state
statutes and applicable medical practice, fee-splitting and similar laws, we
cannot give any assurances that:

     o  courts or governmental officials with the power to interpret or enforce
        these laws and regulations will not assert that we or certain
        transactions in which we are involved are in violation of such laws and
        regulations; or

     o  future interpretations of such laws and regulations will not require
        structural and organizational modifications of our business.

     Many states, including a number of those in which we transact business,
have licensing and other regulatory requirements applicable to our business.
Approximately half of the states have enacted laws that require licensing of
businesses, such as ours, which provide medical review services. Some of these
laws apply to medical review of care covered by workers' compensation. These
laws typically establish minimum standards for qualifications of personnel,
confidentiality, internal quality control and dispute resolution procedures.
These regulatory programs may result in increased costs of operation for us,
which may have an adverse impact on our ability to compete with other available
alternatives for healthcare cost control. In addition, new laws regulating the
operation of managed care provider networks have been adopted by a number of
states.

     These laws may apply to managed care provider networks having contracts
with us or to provider networks which we have organized and may organize in the
future. To the extent we are governed by these regulations, we may be subject to
additional licensing requirements, financial oversight and procedural standards
for beneficiaries and providers. Regulation in the healthcare and workers'
compensation fields is constantly evolving. We are unable to predict what any
additional government regulations affecting our business may be promulgated in
the future.

     In addition, the automobile insurance industry, like the workers'
compensation industry, is regulated on a state-by-state basis. Although
regulatory approval is not required for us to offer most of our services to the
automobile insurance market, state regulatory approval is required in order to
offer automobile insurers' products that permit them to direct claimants into a
network of medical providers.


          FRAUD AND ABUSE LAWS--CHANGES IN FRAUD AND ABUSE LAWS MAY LEAD TO
          SIGNIFICANT LIABILITIES.

     A federal law, the Anti-Kickback Statute, prohibits the offer, payment,
solicitation or receipt of any form of remuneration to induce or in return for
the referral of Medicare or other governmental health program patients or
patient care opportunities, or in return for the purchase, lease or order of
items or services that are covered by Medicare or other governmental health
programs. Violations of the statute can result in the imposition of substantial
civil and criminal penalties. In addition, as of January 1, 1995, certain
statutory anti-referral provisions, known as the Stark Amendments, prohibit a
physician with a "financial relationship" with an entity from referring a
patient to that entity for the provision of any of eleven "designated health
services," some of which are provided by physician associations affiliated with
us.


                                       23
<PAGE>


     At least seven of the states where we conduct our healthcare services
business--Arizona, California, Florida, Illinois, Maryland, New Jersey and
Texas--have enacted statutes similar in scope and purpose to the Anti-Kickback
Statute, which are applicable to services other than those covered by Medicare
or other governmental health programs. In addition, most states have statutes,
regulations or professional codes that restrict a physician from accepting
various kinds of remuneration in exchange for making referrals. Several states
are considering legislation that would prohibit referrals by a physician to an
entity in which the physician has a specified financial interest. Even in states
that have not enacted that kind of statute, we believe that regulatory
authorities and state courts interpreting these statutes may regard federal law
under the Anti-Kickback Statute as persuasive.

     We believe that our arrangements with our affiliated physician associations
should not violate the Anti-Kickback Statute, the Stark Amendments and
applicable state laws. However, all of these laws are subject to modification
and interpretation and have not often been interpreted by appropriate
authorities in a manner that provides guidance to our business. Moreover these
laws are enforced by authorities vested with broad discretion. We have attempted
to structure all of our operations so that they should not violate any
applicable anti-kickback and anti-referral prohibitions.

     We also continually monitor developments in this area. If these laws are
interpreted in a manner contrary to our interpretation, are reinterpreted or
amended, or if new legislation is enacted with respect to healthcare fraud and
abuse or similar issues, we will seek to restructure any affected operations so
as to maintain compliance with applicable law. We cannot assure you that a
restructuring will be possible, or, if possible, that it will not adversely
affect our business, financial condition and results of operations.


         RELIANCE ON DATA PROCESSING AND LICENSED SOFTWARE--INTERRUPTION OF DATA
         PROCESSING OR THE REVOCATION OF A LICENSE TO USE SOFTWARE COULD
         ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.

     Certain aspects of our business are dependent upon our ability to store,
retrieve, process and manage data and to maintain and upgrade our data
processing capabilities. Interruption of data processing capabilities for any
extended length of time, loss of stored data, programming errors or other
computer problem could have a material adverse affect on our business and
results of operations. Certain of the software that we used in our medical bill
review operation is licensed from an independent third party software company
under a nonexclusive license that may be terminated by either party upon 90 days
notice. While we have historically maintained a good relationship with the
licensor, we cannot assure you that this software license will not be terminated
or that the licensor will be able to continue the license on its existing terms.
We are currently negotiating an extension of this software license. Although we
believe that alternative software would be available if the existing license
were terminated, termination could be disruptive and could have a material
adverse effect on our business, financial condition and results of operations.
See "Business-Information Systems and Technology."


          YEAR 2000 ISSUE--WE COULD BE ADVERSELY AFFECTED IF OUR YEAR 2000
          PROBLEMS ARE SIGNIFICANT.

     The Year 2000 issue generally refers to the problems that some software may
have in determining the correct century for the year. For example, software with
date-sensitive functions that is not Year 2000 compliant may not be able to
distinguish whether "00" means 1900 or 2000, which may result in failures or the
creation of erroneous results. Currently, many computer systems and software
products are coded to accept only two-digit entries in the date code field.
These date code fields will need to accept four digit entries to distinguish
between dates before and after January 1, 2000. As a result, many companies'
software and computer systems may need to be upgraded or replaced in order to
comply with these Year 2000 requirements. If we, or third parties with which we
do business, fail to make each of our software systems Year 2000 compliant in a
timely manner, we could be materially adversely impacted. "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Information Systems-Year 2000" and "Business-Information Systems and
Technology."


          DEPENDENCE UPON KEY PERSONNEL--A LOSS OF KEY PERSONNEL COULD ADVERSELY
          AFFECT US.

     Our success depends in large part on the services of our senior management
team. The loss of any of our key executives could materially adversely affect us
and seriously impair our ability to implement our strategy. Our abil-


                                       24
<PAGE>


ity to manage our anticipated growth will depend on our ability to identify,
hire and retain additional qualified management personnel. We may be
unsuccessful in attracting and retaining personnel and that failure could
materially adversely affect our business, financial condition and results of
operations. See "Management."

                      THE TRANSACTIONS AND USE OF PROCEEDS

     The following is a summary of the structure of, and conditions to the
completion of, the merger and related transactions. This summary is not
complete. For a more complete understanding of the terms of the merger, you
should read the merger agreement, a copy of which has been filed with the
Commission.


STRUCTURE OF THE MERGER

     Under the merger agreement Yankee merged with and into Concentra and
Concentra was the surviving corporation in the merger. At the effective time of
the merger:

     o  the stockholders of Concentra, including option holders, received an
        aggregate of $694.6 million in cash, without interest, for the shares of
        Concentra common stock, other than shares held by Yankee, and "in the
        money" stock options that they own. Shares held by Concentra, its
        subsidiaries, Yankee or its affiliates were cancelled in the merger; and

     o  each outstanding share of common stock of Yankee was converted into one
        share of common stock of the same class of Concentra the surviving
        corporation in the merger.

     As a result of the merger, the Concentra common stock ceased to be publicly
traded. The surviving corporation in the merger continues to operate under the
name "Concentra Managed Care, Inc." Immediately after the merger, Concentra
transferred all of its existing assets, including the shares of its
subsidiaries, to Concentra Operating.

     As a result of the merger, the Welsh Carson investors acquired an ownership
interest of approximately 86% in Concentra and Ferrer Freeman acquired an
ownership interest of approximately 7% in Concentra. The remaining approximate
7% interest is owned by the other investors. The merger was accounted for as a
recapitalization in which the historical basis of our assets and liabilities was
not affected and no new goodwill related to the merger was created.


FINANCING OF THE MERGER

     A total of approximately $1.2 billion was required to:

     o  pay the cash consideration to Concentra stockholders in the merger;

     o  repay indebtedness, including the purchase of Concentra's outstanding
        convertible subordinated notes; and

     o  pay related fees and expenses.

See "Prospectus Summary--The Transactions-Sources and Uses of Funds."

     The sources of funding for the transactions were:

     o  drawings under the senior credit facilities;

     o  net proceeds from the issuance of the discount debentures;

     o  proceeds from the equity contributions; and

     o  net proceeds from the offering of the old notes.


                                       25
<PAGE>


DEBT TENDER OFFERS

     In connection with the merger, Concentra conducted debt tender offers to
acquire all of its outstanding convertible subordinated notes and to eliminate
the interest expense associated with those notes. Concentra bought all but
$190,000 of the 6.0% convertible subordinated notes and bought all but $100,000
of the 4.5% convertible subordinated notes. We completed an offer to repurchase
the outstanding 6.0% convertible subordinated notes and 4.5% convertible
subordinated notes not previously tendered and accepted for payment at $1,000
per $1,000 principal amount plus accrued and unpaid interest. In that offer,
Concentra bought all of the remaining 4.5% convertible subordinated notes and
bought all but $13,000 of the 6.0% convertible subordinated notes. The indenture
governing the notes will permit us to distribute funds to Concentra to pay
interest, principal, any premium and any amounts due upon conversion of the
remaining $13,000 of 6.0% convertible subordinated notes.

                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     The holders of the old notes are currently entitled to registration rights
under a registration rights agreement. Pursuant to the registration rights
agreement, we became obligated to file with the Commission a registration
statement covering the offer by us to the holders of the old notes to exchange
all of the old notes for the new notes. This exchange offer, if completed, will
satisfy our obligations under the registration rights agreement.


TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, we will accept all notes properly
tendered and not withdrawn prior to 5:00 p.m., New York City time, on the
expiration date. We will issue $1,000 principal amount of new 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 notes under the exchange offer.

     Based on an interpretation by the staff of the Commission set forth in
no-action letters issued to third parties, we believe that the new notes issued
pursuant to the exchange offer in exchange for old notes may be offered for
resale, resold and otherwise transferred by the holders other than any such
holder that is our "affiliate" within the meaning of the Securities Act or such
holder that is a broker-dealer, without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such new
notes are acquired in the ordinary course of such holders' business, and such
holders have no arrangement with any person to participate in the distribution
of such new notes. See Morgan Stanley & Co., Inc., Commission No-Action Letter
(available June 5, 1991), Exxon Capital Holdings Corporation, Commission
No-Action Letter (available May 13, 1988), and Shearman & Sterling, Commission
No-Action Letter (available July 2, 1993).

     If you were to be participating in the exchange offer for the purposes of
distributing securities in a manner not permitted by the Commission's
interpretation, you could not rely on the position of the staff of the
Commission in Exxon Capital Holdings Corporation or similar interpretive letters
and could not resell your notes unless an exemption from the registration
provisions of the Securities Act is available for the transfer or you resell
your notes in compliance with the registration and prospectus delivery
requirements of the Securities Act.

     Each broker-dealer that is issued new notes in the exchange offer for its
own account which were acquired by the broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of new notes. The letter of transmittal states that
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 notes. See
"Plan of Distribution."

     Except as described above, this prospectus may not be used for an offer to
resell, resale or other transfer of new notes.


                                       26
<PAGE>


     The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of old notes in any jurisdiction in which the exchange
offer or the acceptance of it would not be in compliance with the securities or
blue sky laws of that jurisdiction.


TERMS OF THE EXCHANGE OFFER

     As of the date of this prospectus, there was $190.0 million aggregate
principal amount of the notes outstanding. This prospectus, together with the
letter of transmittal, is being sent to all registered holders of old notes as
of the date of this prospectus.

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

     If old notes are not tendered, they will remain outstanding and will
continue to accrue interest from their date of issue, August 17, 1999, at a rate
of 13% per annum.

     Except as noted below, in the event the exchange offer is consummated, we
will not be required to register the old notes that are not tendered. In that
event, holders of notes seeking liquidity in their investment would have to rely
on exemptions to registration requirements under the securities laws, including
the Securities Act. See "Risk Factors--Risks Applicable to the Notes." Pursuant
to the registration rights agreement, we are required to file a shelf
registration statement with the Commission if a holder of notes notifies us that
such holder is not allowed to participate in this exchange offer by law.


EXPIRATION DATE; EXTENSIONS

     The term "expiration date" means the expiration date on the cover page of
this prospectus, unless we, in our discretion, extend the exchange offer, in
which case the term "expiration date" means the latest date to which the
exchange offer is extended.

     In order to extend the expiration date, we will notify the exchange agent
of any extension by written notice and will make a public announcement of that
extension, each prior to 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date. The announcement may state that
we are extending the exchange offer for a specified period of time.


PROCEDURES FOR TENDERING

     Unless the tender is being made in book-entry form, to tender in the
exchange offer, a holder must complete, sign and date the letter of transmittal,
or a facsimile of it,

     o  have the signatures guaranteed if required by the letter of transmittal;
        and

     o  mail or otherwise deliver the letter of transmittal or the facsimile,
        the old notes and any other required documents, to the exchange agent
        prior to 5:00 p.m., New York City time, on the expiration date.

     The Depository Trust Company is commonly referred to as the DTC. Any
financial institution that is a participant in The Depository Trust Company's
system may make book-entry delivery of the old notes by causing DTC to transfer
the old notes into the exchange agent's account. In connection with the delivery
of old notes through book-entry transfer into the exchange agent's account at
DTC, the letter of transmittal, or facsimile, with any required signature
guarantees and any other required documents or an agent's message, as described
below, must be transmitted to and received or confirmed by the exchange agent at
its addresses set forth under the caption "Exchange Agent," below, prior to 5:00
p.m., New York City time, on the expiration date. Delivery of documents to DTC
in accordance with its procedures does not constitute delivery to the exchange
agent.


                                       27
<PAGE>


     To effectively tender notes through DTC, the financial institution that is
a participant in DTC will electronically transmit its acceptance through the
Automatic Tender Offer Program. DTC will then edit and verify the acceptance and
send an agent's message to the exchange agent for its acceptance. The term
"agent's message" means a message transmitted by DTC, received by the exchange
agent and forming part of the book-entry confirmation, which states that DTC has
received an express acknowledgment from a participant in DTC that is tendering
old notes that are the subject of that book-entry confirmation; that the
participant has received and agrees to be bound by the terms of the applicable
letter of transmittal; and that we may enforce that agreement against that
participant. The exchange agent will make a request to establish an account for
the notes of DTC for the purposes of the exchange offer promptly after the date
of this prospectus.

     The method of delivery of old notes and the letter of transmittal and all
other required documents to the exchange agent is at the election and risk of
the holders. Instead of delivery by mail, we recommend that holders use an
overnight or hand delivery service. In all cases, holders should allow
sufficient time to assure delivery to the exchange agent before the expiration
date. No letter of transmittal of old notes should be sent to us. Holders may
request their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the tenders for those holders.

     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 that
registered holder to tender on behalf of the beneficial owner. If the beneficial
owner wishes to tender on that owner's own behalf, the owner must, prior to
completing and executing the letter of transmittal and delivery of such owner's
old notes, either make appropriate arrangements to register ownership of the old
notes in the owner's name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable
time.

     Signature on a letter of transmittal or a notice of withdrawal, must be
guaranteed, unless the old notes tendered pursuant thereto are tendered:

     o  by a registered holder who has not completed the box entitled "Special
        Issuance Instructions" or "Special Delivery Instructions" on the letter
        of transmittal; or

     o  for the account of an eligible institution, as described below.

     In the event that signatures on a letter of transmittal or a notice of
withdrawal, are required to be guaranteed, that guarantee must be by an eligible
institution.

     An "eligible institution" is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an eligible guarantor institution within the meaning of the
Exchange Act, which is a member of the Securities Transfer Agents Medallion
Program or the Stock Exchange Medallion Signature Program.

     If the letter of transmittal is signed by a person other than the
registered holder of any old notes, the old notes must be endorsed by the
registered holder or accompanied by a properly completed bond power signed by
the registered holder.

     If the letter of transmittal or bond powers are signed or endorsed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, those
persons should so indicate when signing, and unless waived by us, submit
evidence satisfactory to us of their authority to act in that capacity with the
letter of transmittal.


                                       28
<PAGE>


GUARANTEED DELIVERY PROCEDURES

     If you desire to accept the exchange offer, and

     o  certificates for the old notes are not immediately available;

     o  time will not permit a letter of transmittal or notes to reach the
        exchange agent before the expiration date; or

     o  the procedure for book-entry transfer cannot be completed on a timely
        basis;

a tender may be effected if the exchange agent has received at its addresses set
forth under the caption "Exchange Agent" below prior to 5:00 p.m., New York City
time, on the expiration date from an eligible institution a properly completed
and duly executed notice of guaranteed delivery, substantially in the form
provided by us, setting forth:

     o  the name and address of the registered holder;

     o  the certificate numbers of the old notes;

     o  the principal amount of the notes to be tendered;

     o  stating that the tender is being made by the notice of guaranteed
        delivery; and

     o  guaranteeing that within five New York Stock Exchange trading days after
        the expiration date, the old notes, in proper form for transfer, or a
        confirmation of book-entry transfer of the notes into the exchange
        agent's account at DTC, will be delivered by that eligible institution
        together with a properly completed and duly executed letter of
        transmittal, and any other required documents, or, if applicable, an
        agent's message instead of the letter of transmittal.

     Unless old notes being tendered by the above-described method are deposited
with the exchange agent within the time period set forth above, accompanied or
preceded by a properly completed letter of transmittal and any other required
documents or, if applicable, an agent's message instead of the letter of
transmittal, we may, at our option, reject the tender.


ACCEPTANCE OF OLD NOTES FOR EXCHANGE

     The tender by a holder of old notes will constitute an agreement between us
and the holder in accordance with the terms and subject to the conditions in
this prospectus and in the letter of transmittal.

     All questions as to the validity, form, eligibility, including time of
receipt and acceptance for exchange of any tender of old notes will be
determined by us, which determination will be final and binding. We reserve the
absolute right to reject any or all tenders not in proper form or the acceptance
for exchange of which may, in the opinion of our counsel, be unlawful. We also
reserve the absolute right to waive any defect or irregularity in the tender of
any old notes. In addition, we reserve the right to waive any of the conditions
of the exchange offer in our reasonable discretion.

     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 a time period we will
determine. Although we intend to request the exchange agent to notify holders of
defects or irregularities relating to tenders of old notes, neither we, the
exchange agent nor any other person will have any duty or incur any liability
for failure to give that notification. Tenders of old notes will not be
considered to have been made until those 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, as soon as practicable
following the expiration date.


                                       29
<PAGE>


     By tendering, you will represent to us that, among other things,

     o  the new notes acquired pursuant to the exchange offer are being obtained
        in the ordinary course of your business;

     o  you have no arrangement with any person to participate in the
        distribution of those new notes;

     o  you are not an "affiliate," as defined under the Securities Act, of us;
        and

     o  if you are a broker or a dealer, as defined in the Exchange Act, that
        you acquired the old notes for your own account as a result of
        market-making activities or other trading activities and that you will
        comply with the registration and prospectus delivery requirements of the
        Securities Act.


WITHDRAWAL OF TENDERS

     Except as otherwise provided in this prospectus, tenders of old notes may
be withdrawn at any time prior to 5:00 p.m., New York City time, on the
expiration date.

     To withdraw a tender of notes in the exchange offer, a written transmission
notice of withdrawal via telegram, telex, facsimile transmission or letter must
be received by the exchange agent at its address set forth under the caption
"Exchange Agent" below prior to 5:00 p.m., New York City time, on the expiration
date. Any notice of withdrawal must:

     o  specify the name of the person having deposited the old notes to be
        withdrawn;

     o  identify the old notes to be withdrawn, including the certificate number
        or numbers and principal amount of those notes, or, in the case of old
        notes transferred by book-entry transfer, the name and number of the
        account at DTC to be credited;

     o  be signed by the person having deposited the old notes to be withdrawn
        in the same manner as the original signature on the letter of
        transmittal by which those notes were tendered, including any required
        signature guarantees, or be accompanied by documents of transfer
        sufficient to have the trustee with respect to the old notes register
        the transfer of such notes into the name of the person having made the
        original tender and withdrawing the tender; and

     o  specify the name in which any notes are to be registered, if different
        from that of the person having deposited the notes to be withdrawn.

     All questions as to the validity, form and eligibility, including time of
receipt, of withdrawal notices will be determined by us, which determination
shall be final and binding on all parties. Any old notes you withdraw will be
deemed not to have been validly tendered for purposes of the exchange offer, and
no new notes will be issued to you with respect to withdrawn old notes unless
the old notes so withdrawn are validly retendered. Any old notes that have been
tendered but that are not accepted for exchange will be returned to you as soon
as practicable after withdrawal, rejection of tender or termination of the
exchange offer. Properly withdrawn old notes may be retendered by following one
of the procedures described above under "Procedures for Tendering" at any time
prior to the expiration date.


CONDITIONS

     The exchange offer is not subject to any conditions other than that the
exchange offer does not violate applicable law or any applicable interpretation
of the staff of the Commission.


                                       30
<PAGE>


ACCOUNTING TREATMENT

     The new notes will be recorded at the same carrying value as the old notes
as reflected in our accounting records on the date of the exchange. Accordingly,
we will not recognize any gain or loss for accounting purposes upon the
completion of the exchange offer. Any expenses of the exchange offer that we
paid will be capitalized and amortized over the term of the new notes.


EXCHANGE AGENT

     United States Trust Company of New York has been appointed as exchange
agent for the exchange offer. Questions and requests for assistance and requests
for additional copies of this prospectus or of the letter of transmittal and
deliveries of completed letters of transmittal with tendered old notes should be
directed to the exchange agent addressed as follows:


<TABLE>

<S>                                          <C>                                 <C>
     BY OVERNIGHT COURIER & BY HAND
AFTER 4:30 P.M. ON THE EXPIRATION ONLY:          BY HAND UP TO 4:30 P.M.         BY REGISTERED OR CERTIFIED MAIL:

       United States Trust Company
               of New York                     United States Trust Company          United States Trust Company
        770 Broadway, 13th Floor                       of New York                          of New York
           New York, NY 10003                         111 Broadway                         P.O. Box 844
     Attn: Corporate Trust Services                    Lower Level                Attn: Corporate Trust Services
                                             Attn: Corporate Trust Services               Cooper Station
                                                   New York, NY 10006                 New York, NY 10276-0844

                                                  BY FACSIMILE NUMBER:
                                                      212-420-6211

                                              CONFIRM BY TELEPHONE NUMBER:
                                                      800-548-6565
</TABLE>

FEES AND EXPENSES

     We will not make any payments to brokers, dealers, or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and will reimburse the exchange
agent for its reasonable out-of-pocket expenses in connection with the exchange
offer. We may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of this prospectus, letters of transmittal and related documents to you
in handling or forwarding tenders for exchange. In addition we will pay legal
and accounting fees that we incur in connection with this exchange offer.


                                       31
<PAGE>


                                 CAPITALIZATION

     The following table presents, as of September 30, 1999, the unaudited
consolidated capitalization of Concentra Operating, including the sale of the
old notes in the offering, and the application of the net proceeds from the
sale of the notes to complete the merger and retirement of Concentra's
existing indebtedness.


                                                        AS OF SEPTEMBER 30, 1999
                                                         ----------------------
                                                             (IN THOUSANDS)
Cash and cash equivalents ..............................         $  10,584
                                                                 =========
Debt (including current portion):
   Revolving credit facility............................         $   1,500
   6.0% convertible subordinated notes due 2001.........                --
   4.5% convertible subordinated notes due 2003.........                --
   Term loan facilities.................................           374,063
   13% series A senior subordinated notes due 2009......           190,000
   Other debt...........................................               406
                                                                 ---------
     Total debt.........................................           565,969
Total stockholder's deficit.............................           (37,445)
                                                                 ---------
Total capitalization....................................         $ 528,524
                                                                 =========


                                       32
<PAGE>


                 SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

     The table below presents consolidated historical financial data that have
been derived from Concentra's audited consolidated financial statements and
Concentra Operating's unaudited consolidated financial statements. You should
read the selected financial data in conjunction with Concentra's and Concentra
Operating's separate historical consolidated financial statements, related
notes and other financial information found elsewhere in this prospectus.

     The accompanying consolidated financial statements as of December 31, 1998
and September 30, 1999 and for the three and nine months ended September 30,
1998 and 1999 and related footnotes reflect the operating results of Concentra
through August 17, 1999 and the operating results of Concentra Operating from
August 18, 1999 through September 30, 1999. Concentra Operating is a
wholly-owned subsidiary of Concentra and they are considered entities under
common control, therefore, combined financial statements have been presented.
Earnings per share has not been reported for all periods presented, as Concentra
Operating is a wholly-owned subsidiary of Concentra and has no publicly held
shares.

<TABLE>
<CAPTION>
                                                                                                                   NINE MONTHS
                                                                    YEAR ENDED DECEMBER 31,                     ENDED SEPTEMBER 30,
                                                   --------------------------------------------------------    --------------------
                                                     1994        1995        1996        1997        1998        1998        1999
STATEMENT OF OPERATIONS DATA:                              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                 (UNAUDITED)

<S>                                                <C>         <C>         <C>         <C>         <C>         <C>         <C>
Revenues .......................................   $223,499    $305,355    $372,683    $489,318    $611,056    $459,145    $506,157
Cost of service ................................    186,406     242,920     289,928     372,639     469,297     345,191     392,929
                                                   --------    --------    --------    --------    --------    --------    --------
Gross profit ...................................     37,093      62,435      82,755     116,679     141,759     113,954     113,228
General and administrative
   expenses ....................................     20,299      30,220      33,155      39,831      45,326      33,724      47,218
Amortization of
   intangibles .................................        866       1,871       3,442       5,908       8,119       6,102       9,495
Non-recurring
   charges (1) .................................       --           898         964      38,625      33,114      12,600      54,419
                                                   --------    --------    --------    --------    --------    --------    --------
Operating income ...............................     15,928      29,446      45,194      32,315      55,200      61,528       2,096
Interest expense ...............................      5,956       5,499       3,741      12,667      18,021      13,123      19,614
Interest income ................................       (276)       (860)       (859)     (2,297)     (4,659)     (2,939)     (2,724)
Other net ......................................        160         561         836         883          44          88        (147)
                                                   --------    --------    --------    --------    --------    --------    --------
Income before taxes ............................     10,088      24,246      41,476      21,062      41,794      51,256     (14,647)
Provision for income
  taxes (2) ....................................      6,802       7,771      13,437      11,062      19,308      23,803       9,829
                                                   --------    --------    --------    --------    --------    --------    --------
Net income before
  extraordinary items (2) ......................   $  3,286    $ 16,475    $ 28,039    $ 10,000    $ 22,486    $ 27,453    $(24,476)
                                                   ========    ========    ========    ========    ========    ========    ========
Earnings per share (3)
OTHER FINANCIAL DATA:
Ratio of earnings to
  fixed charges (4) ............................       2.2x        3.6x        6.2x        2.1x        2.6x        3.8x        0.4x
Ratio of adjusted earnings to
fixed charges (5)  .............................       2.2x        3.7x        6.3x        4.3x        4.0x        4.4x        2.6x
BALANCE SHEET DATA
  (AT PERIOD END):
Total assets ...................................   $113,672    $188,530    $367,900    $482,533    $656,794    $658,772    $648,804
Total debt .....................................     83,785      34,639     142,229     206,600     327,925     327,898     565,969
Total stockholders'
  equity (deficit) .............................     (5,820)    109,383     178,146     206,441     239,875     243,181     (37,445)
</TABLE>

----------
(1)  Concentra recorded the following non-recurring charges: (a) $38.6 million
     in the third quarter of 1997 primarily related to the formation of
     Concentra by the merger of CRA Managed Care, Inc. and OccuSystems, Inc.;

     (b) $12.6 million in the first quarter of 1998 primarily related to the
     merger with Preferred Payment Systems, Inc.; (c) $20.5 million in the
     fourth quarter of 1998 primarily related to the reorganization of the
     Managed Care Services division and charges related to the recognition of an
     impairment loss on the intangible related to an acquired contract; and (d)
     $54.4 million in the third quarter of 1999 primarily for fees, expenses and
     other non-recurring charges associated with the merger.



                                       33
<PAGE>

(2)  Prior to its recapitalization in March of 1994, CRA had elected to be taxed
     as an "S" corporation. In connection with its recapitalization, CRA was
     required to change from an "S" to a "C" corporation. This change resulted
     in CRA recording an incremental tax provision of $3.8 million in the first
     quarter of 1994. Concentra's pro forma net income for 1994 would have been
     $3.4 million higher had CRA been subject to federal and state income taxes
     during the entire period based upon an effective tax rate indicative of the
     statutory rate in effect during the period.

(3)  As a result of Concentra going private in the merger transaction, there are
     no longer publicly held shares outstanding and we believe that historical
     earnings per share information is not meaningful.

(4)  The ratio of earnings to fixed charges is computed by dividing the sum of
     net earnings, before deducting provisions for income taxes and fixed
     charges, and adjusted for the equity in earnings of unconsolidated
     subsidiaries and related distributions, by fixed charges. Fixed charges
     consist of interest on debt, including amortization of debt issuance costs,
     and one-fourth of rent expenses, estimated by management to be the interest
     component of such rentals.

(5)  The ratio of adjusted earnings to fixed charges is computed by dividing the
     sum of net earnings, before deducting nonrecurring charges, provisions for
     income taxes and fixed charges, by fixed charges. Fixed charges consist of
     interest on debt, including amortization of debt issuance costs, and
     one-fourth of rent expense, estimated by management to be the interest
     component of such rentals.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE MORE DETAILED
INFORMATION IN THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS OF CONCENTRA AND
CONCENTRA OPERATING, INCLUDING THE RELATED NOTES THERETO, APPEARING ELSEWHERE IN
THIS PROSPECTUS.


RECAPITALIZATION TRANSACTION

     On March 2, 1999, Concentra announced that it had signed a definitive
merger agreement to merge with Yankee, a corporation formed by Welsh Carson, a
14.9% stockholder of Concentra. Concentra's board of directors unanimously
approved the transaction based upon the recommendation of its special committee
of the board of directors, which was formed on October 29, 1998 to evaluate
strategic alternatives in response to several unsolicited expressions of
interest regarding the possible acquisition of some or all of Concentra common
stock. On March 24, 1999, Concentra entered into an amended and restated
agreement and plan of merger with Yankee.

     On August 17, 1999, Concentra merged with Yankee. As a result of the
merger, each outstanding share of Concentra common stock was converted into the
right to receive $16.50 in cash. Welsh Carson acquired approximately 86%, funds
managed by Ferrer Freeman acquired approximately 7% and other investors acquired
approximately 7% of the post-merger shares of common stock of Concentra,
Concentra Operating's parent company, for $16.50 per share. Simultaneous with
the right to receive cash for shares, Yankee merged with and into Concentra and
Concentra contributed all of its operating assets and liabilities with the
exception of $110,000,000 of 14% Senior Discount Debentures due 2010 and
$327,750,000 of 6.0% and 4.5% Convertible Subordinated Notes to Concentra
Operating, a wholly-owned subsidiary of Concentra. The 6.0% and 4.5% Convertible
Subordinated Notes were substantially retired during the quarter as a result of
the Merger. The Merger was accounted for as a recapitalization transaction, with
no changes to the basis of assets or liabilities.


     The transaction was valued at approximately $1.2 billion, including the
refinancing of $327.8 million of the 6.0% and 4.5% convertible subordinated
notes that were tendered during the quarter. To finance the acquisition of
Concentra Welsh Carson, Ferrer Freeman and the other investors invested
approximately $423.7 million in equity financing, including the value of shares
already owned by Welsh Carson, and $110.0 million of 14% senior discount
debentures due 2010 with warrants issued by Concentra exercisable for its common
shares. Concentra Operating received from various lenders $375.0 million in term
loans, a $100.0 million revolving credit facility to replace the pre-merger
revolving credit facility and $190.0 million of 13% series A senior subordinated
notes due 2009. Concentra's excess cash balances funded merger and financing
related fees and expenses and related employee stock option exercises and
cancellation payments.

                                       34
<PAGE>

     Concentra incurred $18.0 million of deferred financing fees for the
issuance of the merger related financing and recorded a non-recurring charge of
$54.4 million in the third quarter of 1999 incurred primarily for fees, expenses
and other non-recurring charges associated with the merger. The utilization of
this non-recurring charge through September 30, 1999, was approximately $15.5
million for professional fees and services, $13.5 million for employee related
stock option exercises and cancellations, $10.5 million for a Welsh Carson
transaction fee, $5.5 million in non-cash charges for deferred compensation
expense related to the accelerated vesting and issuance of 210,000 shares of
restricted stock and $1.7 million of other non-recurring charges. At September
30, 1999, approximately $7.8 million of the non-recurring charge remains for
professional fees and services, employee related stock option exercises and
other non-recurring charges.


OVERVIEW

     Concentra was formed on August 29, 1997 through the merger of OccuSystems,
Inc. and CRA Managed Care, Inc. That merger was a tax-free stock for stock
exchange accounted for as a pooling-of-interests. Following Concentra's merger
with Yankee, Concentra contributed all of its assets and shares in its
subsidiaries, including Concentra Health Services, Inc. and Concentra Managed
Care Services, Inc., to Concentra Operating, a wholly owned subsidiary of
Concentra.

     Throughout this prospectus, we refer to Concentra Health Services, Inc. as
Health Services and Concentra Managed Care Services, Inc. as Managed Care
Services. The following represents a discussion and analysis of the operations
of Concentra.

     Through Health Services we manage occupational healthcare centers at which
we provide support personnel, marketing, information systems and management
services to our affiliated physicians. Health Services, and the joint ventures
which Health Services controls, own all of the operating assets of our
occupational healthcare centers, including leasehold interests and medical
equipment. At our centers, we generate net patient service revenues primarily
from the diagnosis, treatment and management of work-related injuries and
illnesses and from other occupational healthcare services, such as
employment-related physical examinations, drug and alcohol testing, functional
capacity testing and other related programs. For the nine months ended September
30, 1998 and 1999, Health Services derived 63.2% and 63.7% of its net revenues
from the treatment of work-related injuries and illnesses, respectively, and
36.8% and 36.3% of its net revenues from non-injury related medical services,
respectively. For the years ended December 31, 1996, 1997 and 1998, Health
Services derived 63.8%, 63.5% and 63.1% of its net revenues from the treatment
of work-related injuries and illnesses, respectively and 36.2%, 36.5% and 36.9%
of its net revenues from non-injury related medical services, respectively.

     Physician and physical therapy services are provided at our centers under
management agreements with affiliated physician associations. These associations
or groups are organized professional corporations that hire licensed physicians
and physical therapists to provide medical services to our centers' patients.
Health Services has a nominee shareholder relationship with each group as
defined in EITF 97-2, "Application of APB Opinion No. 16 and FASB Statement No.
94 to Physician Practice Entities", and as a result, the financial statements of
each affiliated physician group are consolidated. Specifically:

     o  Health Services can at all times establish or effect change in the
        nominee shareholder;

     o  Health Services can cause a change in the nominee shareholer an
        unlimited number of times;

     o  Health Services has sole discretion without cause to establish or change
        the nominee shareholder;

     o  Health Services and each physician group would incur no more than a
        nominal cost to cause a change in the nominee shareholder; and

     o  neither Health Services nor the physician groups are subject to any
        significant adverse impact upon a change in the nominee shareholder.

     The management fees we collect from each physician group are calculated as
collected revenue net of compensation, benefits and other expenses incurred by
the groups.

                                       35
<PAGE>

     Through Managed Care Services we provide specialized cost containment and
field case management services designed to reduce costs associated with workers'
compensation, disability and automobile accident coverage. Managed Care Services
earns most of its revenues on a fee-for-service or percentage-of-savings basis.
The specialized cost containment services we provide include our:

     o  first-report-of-injury, utilization management, precertification and
        concurrent review;

     o  retrospective medical bill review;

     o  telephonic case management;

     o  preferred provider organizations, or preferred provider organization
        network access;

     o  independent medical examinations;

     o  peer reviews; and

     o  out-of-network bill review services.

     We have designed each service to reduce the cost of workers' compensation
claims, automobile accident injury claims and group health claims.

     On February 24, 1998, we merged Concentra Subsidiary, Inc. with Preferred
Payment Systems, Inc. in a pooling-of-interests transaction. This merger
significantly expanded our presence in the out-of-network group health bill
review market. Preferred Payment Systems, now operating as Concentra Preferred
Systems, Inc., is a nationwide provider of specialized cost containment and
outsourcing services for healthcare payors. In the first quarter of 1998, we
recorded a non-recurring charge of $12.6 million primarily associated with our
merger with Preferred Payment Systems. Managed Care Services has experienced
significant growth in its specialized cost containment services by virtue of the
acquisitions of:

     o  Focus Healthcare Management, Inc. on April 2, 1996;

     o  Prompt Associates, Inc. on October 29, 1996;

     o  First Notice Systems, Inc. on June 4, 1997;

     o  About Health, Inc. by Preferred Payment Systems in a two-step
        transaction on August 1, 1997 and October 31, 1997; and

     o  other smaller acquisitions.

     Our field case management services involve working on a one-on-one basis
with injured employees and their various healthcare professionals, employers and
insurance company adjusters to assist in maximizing medical improvement and,
where appropriate, to expedite their return to work. Our field case management
gross profit margins deteriorated in the second half of 1998 and we reorganized
field case management services in the fourth quarter of 1998. The reorganization
was designed to improve efficiency through facility consolidations and related
headcount reductions, and to recognize an impairment loss on the intangibles
related to an acquired contract and costs associated with settling claims on
other expired contracts. Due to our reorganization, we recorded a non-recurring
charge of $20.5 million. We believe that the current size of our field case
management office network is sufficient to serve the needs of our nationwide
customers. As a result, we anticipate opening only a few new field case
management offices per year if client needs in selected regions require it. We
would, however, examine the possibility of acquiring additional field case
management offices or businesses if an appropriate strategic opportunity were to
arise.


                                       36
<PAGE>

     The following table provides some information concerning our service
locations:

<TABLE>
<CAPTION>
                                                                                                                      NINE MONTHS
                                                                      YEAR ENDED DECEMBER 31,                       ENDED SEPT 30,
                                                       ----------------------------------------------------        ----------------
                                                       1994        1995        1996        1997        1998        1998        1999
<S>                                                    <C>         <C>         <C>         <C>         <C>         <C>          <C>
Service locations at the end of the period:
Occupational healthcare centers (1) ............         54          71         109         140         156         150         201
Cost containment services offices ..............         37          50          70          83          86          86          80
Field case management offices (2) ..............         95         110         118         122          89         117          89
Occupational healthcare centers acquired
  during the period (3) ........................         17          24          32          22          12           7          45
Occupational healthcare centers developed
  during the period ............................          6           3          10           9           4           3        --
Occupational healthcare centers--
  same market revenue growth (4) ...............       13.4%       12.2%       10.7%       11.0%       11.4%       11.5%        8.0%
</TABLE>

(1)  Does not include the assets of the occupational healthcare centers which
     were acquired and subsequently divested or consolidated into existing
     centers within the market.

(2)  The decline in field case management offices in 1998 is primarily due to
     the fourth quarter of 1998 reorganization which included facility
     consolidations.

(3)  Represents the assets of occupational healthcare centers which were
     acquired during each period presented and not subsequently divested.

(4)  Occupational healthcare centers same market revenue growth sets forth the
     aggregate net change from the prior period for all markets in which Health
     Services has operated healthcare centers for longer than one year,
     excluding revenue growth due to acquisitions of additional centers.


RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
AND 1999

REVENUES

     Our total revenues increased 12.3% in the third quarter of 1999 to $176.7
million from $157.4 million in the third quarter of 1998. Health Services'
revenues increased 29.1% in the third quarter of 1999 to $89.9 million from
$69.6 million in the third quarter of 1998. Managed Care Services' revenues
decreased 1.1% in the third quarter of 1999 to $86.8 million as specialized cost
containment revenues increased 11.0% for the third quarter of 1999 to $50.7
million from $45.7 million in the third quarter of 1998 and field case
management revenues decreased 14.2% in the third quarter of 1999 to $36.1
million from $42.1 million in the third quarter of 1998.

     Our total revenues increased 10.2% for the nine months of 1999 to $506.2
million from $459.1 million for the nine months of 1998. Health Services'
revenues increased 25.2% for the nine months of 1999 to $242.4 million from
$193.7 million for the nine months of 1998. Managed Care Services' revenues
decreased 0.6% for the nine months of 1999 to $263.7 million as specialized cost
containment revenues increased 10.5% for the nine months of 1999 to $151.6
million from $137.2 million for the nine months of 1998 and field case
management revenues decreased 12.6% for the nine months of 1999 to $112.1
million from $128.3 million for the nine months of 1998.

     Health Services' revenue growth resulted primarily from the acquisition of
practices and an increase of business in existing markets.

     The increase in specialized cost containment revenue growth is largely
attributable to:

     o  our growth in out-of-network bill review services;

     o   preferred provider organization network access fees;

                                       37
<PAGE>

     o   first report of injury; and

     o   telephonic case management services in existing locations.

     The decrease in field case management revenue is primarily attributable to
a reorganization of the division in the fourth quarter of 1998 to improve
efficiency through facility consolidations and related headcount reductions and
the transition of the field case management business to a "task-based" approach
to providing services as opposed to the traditional hourly-billing rate oriented
"full" case management approach. This new approach to field case management
services has had the effect of causing a reduction in the billable hours per
case and has thereby contributed to our decrease in field case management
revenue. Although we anticipate further reductions in billable hours per case
associated with the continued transition to a "task-based" approach, we believe
further decreases in revenue may be somewhat mitigated or overcome by increases
in underlying case volume.

     Our total contractual allowances offset against revenues during the nine
months ended September 30, 1998 and 1999 were $12.2 million and $18.1 million,
respectively.


COST OF SERVICES

     Our total cost of services increased 17.1% in the third quarter of 1999 to
$139.0 million from $118.7 million in the third quarter of 1998. Health
Services' cost of sales increased 39.4% in the third quarter of 1999 to $71.4
million from $51.2 million in the third quarter of 1998 while Managed Care
Services' cost of services increased 0.2% in the third quarter of 1999 to $67.6
million from $67.5 million in the third quarter of 1998.

     Our total cost of services increased 13.8% for the nine months of 1999 to
$392.9 million from $345.2 million for the nine months of 1998. Health Services'
cost of sales increased 32.1% for the nine months of 1999 to $191.8 million from
$145.2 million for the nine months of 1998 while Managed Care Services' cost of
services increased 0.6% for the nine months of 1999 to $201.2 million from
$200.0 million for the nine months of 1998.

     Our total gross profit margin decreased to 21.3% in the third quarter of
1999 compared to 24.6% in the third quarter of 1998. Health Services, gross
profit margin decreased to 20.6% in the third quarter of 1999 compared to 26.4%
in the third quarter of 1998 while Managed Care Services' gross profit margin
decreased to 22.1% in the third quarter of 1999 compared to 23.1% in the third
quarter of 1998.

     Our total gross profit margin decreased to 22.4% for the first nine months
of 1999 compared to 24.8% for the first nine months of 1998. Health Services
gross profit margin decreased to 20.9% for the first nine months of 1999
compared to 25.0% for the first nine months of 1998 while Managed Care Services'
gross profit margin decreased to 23.7% for the first nine months of 1999
compared to 24.7% for the first nine months of 1998.

     Health Services' gross profit margin decreased primarily as a result of:

     o  lower same market rate and visit growth during the quarter and nine
        months ended September 30, 1999 than we have traditionally experienced;

     o  an acceleration in the roll-out of patient tracking and billing systems
        into the medical centers;

     o  increased spending on marketing and facility improvements; and

     o  the impact of lower margins from practices recently acquired and
        developed.

     The decrease in visit growth may be attributable to:

     o  decreases in national injury trends;

     o  weather; and

     o  other operational considerations attributable to the quarter.

                                       38
<PAGE>

     Health Services has also incurred start-up losses during the quarter of
approximately $1.9 million related to the newly established drug screening lab
in Memphis, TN and the acquisition of recently developed medical centers in
several new markets. Historically, as certain functions are consolidated and
other staff-related changes occur, coupled with increased patient volume, the
margins of acquired or developed practices have tended to improve.

     Managed Care Services' gross profit margins decreased in the third quarter
and first nine months of 1999 due primarily to a slowdown in field case
management revenue and a decrease in provider bill review and claims review
gross profit margins partially offset by an increase in specialized cost
containment services revenue which has historically had higher gross profit
margins than field case management.

     Provider bill review gross profit margins decreased due primarily to:

     o  pricing concessions made in the second half of 1998;

     o  a higher level of bad debt provision; and

     o  an increase in software maintenance fees associated with a third party
        software supplier.

     We expect the gross profit margin for provider bill review to continue to
be negatively affected for the remainder of 1999 versus 1998 due to the impact
of pricing concessions made in the second half of 1998 and due to an increase in
software maintenance fees associated with a third party software supplier.


GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses increased 34.6% in the third quarter of
1999 to $16.0 million from $11.9 million in the third quarter of 1998, or 9.0%
and 7.5% as a percentage of revenue for the third quarter of 1999 and 1998,
respectively. General and administrative expenses increased 40.0% for the first
nine months of 1999 to $47.2 million from $33.7 million for the first nine
months of 1998, or 9.3% and 7.3% as a percentage of revenue for the first nine
months of 1999 and 1998, respectively. The increases in general and
administrative expenses in 1999 was due primarily to the continued investment in
the Information Services and Technology Group and in accounting and
administrative personnel.


AMORTIZATION OF INTANGIBLES

     Amortization of intangibles increased 62.9% in the third quarter of 1999 to
$3.3 million from $2.1 million in the third quarter of 1998, or 1.9% and 1.3% as
a percentage of revenue for the third quarter of 1999 and 1998, respectively.
Amortization of intangibles increased 55.6% for the nine months of 1999 to $9.5
million from $6.1 million for the nine months of 1998, or 1.9% and 1.3% as a
percentage of revenue for the nine months of 1999 and 1998, respectively. The
increase is primarily the result of a prospective change in the amortization
period of goodwill and the amortization of additional intangible assets such as
goodwill, customer lists and assembled workforces primarily associated with
acquisitions by Health Services.

     We have historically amortized goodwill over periods ranging from 30 to 40
years. Effective January 1, 1999, we changed our policy, on a prospective basis,
with respect to the amortization of goodwill. All existing and future goodwill
will be amortized over a period not to exceed 25 years. Had we adopted this
policy at the beginning of 1998, amortization for the three and nine months
ended September 30, 1998 and for the year ended December 31, 1998 would have
increased approximately $0.8 million, $2.4 million and $3.3 million,
respectively. As of September 30, 1999, net intangible assets consisted of the
following (amounts in thousands):

<TABLE>
<S>                                                                                    <C>
     Goodwill, amortization period of 25 years.......................................  $311,707
     Customer lists, amortization period of 7 years..................................     1,168
     Assembled workforce, amortization period of 5 years.............................     1,330
                                                                                       --------
       Total intangible assets, weighted average amortization period of 24.8 years...  $314,205
                                                                                       ========
</TABLE>


                                       39
<PAGE>


NON-RECURRING CHARGE

     In the first quarter of 1998, we recorded a non-recurring charge of $12.6
million primarily associated with the merger of Preferred Payment Systems. The
utilization of this charge through September 30, 1999, was approximately $5.3
million for professional fees and services, $2.6 million in costs associated
with personnel reductions, $1.1 million in facility consolidations and closings,
$1.6 million associated with the write-off of deferred financing fees on
Preferred Payment Systems indebtedness retired and $1.5 million of other
non-recurring costs. At September 30, 1999, approximately $0.5 million of the
non-recurring charge remains primarily related to remaining facility lease
obligations.

     In the fourth quarter of 1998, we recorded a non-recurring charge of $20.5
million primarily associated with the reorganization of our Managed Care
Services division to improve efficiency through facility consolidations and
related headcount reductions, an impairment loss on the intangible related to an
acquired contract and costs associated with settling claims on other expired
contracts. The use of this charge through September 30, 1999 was approximately
$7.4 million in charges related to an impairment loss on the intangible related
to an acquired contract, $3.9 million in costs associated with personnel
reductions, $0.4 million in costs associated with settling claims on other
expired contracts, $2.8 million in facility consolidations and $0.1 million of
other non-recurring costs. At September 30, 1999, approximately $5.9 million of
the non-recurring charge remains primarily related to remaining facility lease
obligations and costs associated with settling claims on other expired
contracts.

     In the third quarter of 1999, we recorded a non-recurring charge of $54.4
million primarily for fees, expenses and other non-recurring charges associated
with the merger. The utilization of this non-recurring charge through September
30, 1999, was approximately $15.5 million for professional fees and services,
$13.5 million for employee related stock option exercises and cancellations,
$10.5 million for a Welsh Carson transaction fee, $5.5 million in non-cash
charges for deferred compensation expense related to the accelerated vesting and
issuance of 210,000 shares of restricted stock and $1.7 million of other
non-recurring charges. At September 30, 1999, approximately $7.8 million of the
non-recurring charge remains for professional fees and services, employee
related stock option excercises and other non-recurring charges.


INTEREST EXPENSE

     Interest expense increased $5.6 million in the third quarter of 1999 to
$10.2 million from $4.7 million in the third quarter of 1998 and increased $6.5
million for the first nine months of 1999 to $19.6 million from $13.1 million in
the first nine months of 1998 due primarily to increased outstanding borrowings
from the issuance of $565.0 million in merger related financing with annual
interest rates ranging from 8.5% to 13.0% offset by the retirement of
substantially all of the $327.8 million of the 6.0% and 4.5% convertible
subordinated notes.


INTEREST INCOME

     Interest income decreased $0.7 million in the third quarter of 1999 to $0.6
million from $1.3 million in the third quarter of 1998 and decreased $0.2
million for the first nine months of 1999 to $2.7 million from $2.9 million for
the first nine months of 1998 primarily as a result of excess cash being used to
complete the merger transaction and to pay related fees and expenses. The $0.2
million decrease in interest income for the first nine months of 1999 versus the
first nine months of 1998 is partially offset by the increase in our investment
of excess cash as a result of the net proceeds of $223.6 million from the March
and April 1998 issuance of the 4.5% convertible subordinated notes after the
payment of approximately $122.0 million of outstanding borrowings under the
senior credit facility, debt assumed in the merger with Preferred Payment
Systems and the payment to Preferred Payment Systems dissenting shareholders.


OTHER, NET

     Other income increased $0.4 million in the third quarter of 1999 to $0.4
million from $21,000 in the third quarter of 1998 and increased $0.2 million for
the first nine months of 1999 to $0.1 million from other expense of $0.1 million
for the first nine months of 1998. Other income and expense, net primarily
relates to minority interests.


                                       40
<PAGE>


PROVISION FOR INCOME TAXES

     We recorded a tax benefit of $3.2 million in the third quarter of 1999
versus a tax provision of $9.0 million in the third quarter of 1998. The
effective tax rate was 7.0% and 42.0% in the third quarters of 1999 and 1998,
respectively. We recorded a tax provision of $9.8 million for the first nine
months of 1999 versus a tax provision of $23.8 million for the first nine months
of 1998. The effective tax rate was (67.1%) and 46.4% for the first nine months
of 1999 and 1998, respectively. Excluding the tax effects of the non-recurring
charges, the effective tax rate would have been 58.4% and 42.0% for the third
quarters of 1999 and 1998, respectively, and 46.2% and 42.0% for the first nine
months of 1999 and 1998, respectively. The above disparities in the effective
tax rates excluding the tax effects of the non-recurring charges is the result
of the impact of the non-deductibility of certain fees and expenses associated
with the merger in 1999 and the Preferred Payment Systems merger in 1998. We
expect to continue to provide for taxes at an effective tax rate of
approximately 46% for the remainder of the year as the increase in interest
expense and goodwill amortization from the change in the amortization period to
25 years in 1999 versus 30 to 40 years in 1998 results in lower pre-tax earnings
while expense items not deductible for tax, goodwill and non-deductible meals
and entertainment, result in a higher tax provision.


RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

REVENUES

     Our total revenues increased 24.9% in 1998 to $611.1 million from $489.3
million in 1997. Health Services' revenues increased 24.9% in 1998 to $259.5
million from $207.7 million in 1997. Managed Care Services' revenues increased
24.8% in 1998 to $351.6 million from $281.6 million in 1997, as our specialized
cost containment revenues increased 28.6% in 1998 to $183.7 million from $142.9
million in 1997 and our field case management revenues increased 21.0% in 1998
to $167.8 million from $138.7 million in 1997.

     Health Services' revenue growth was due to:

     o  our acquisition of 16 occupation healthcare centers;

     o  our management of an additional four occupational healthcare centers
        from Vencor, Inc. in the fourth quarter of 1997;

     o  an increase in business in our existing markets;

     o  development of sites in new markets; and

     o  an increase in our consulting and other ancillary services.

     Managed Care Services' specialized cost containment revenue growth is
largely attributable to:

     o  the growth of Preferred Payment Systems through its acquisition of About
        Health, First Notice Systems and other immaterial entities; and

     o  the growth in retrospective medical bill review, telephonic case
        management and claims reviews services in our existing service
        locations.

     Managed Care Services' field case management revenue growth is primarily
due to the business we generated from two field case management acquisitions and
the continued growth in revenues from our existing service locations.

     Our total contractual allowances offset against revenues during the years
ended December 31, 1998 and 1997 were $16.1 million and $14.7 million,
respectively.


COST OF SERVICES

     Our total cost of services increased 25.9% 1998 to $469.3 million from
$372.6 million in 1997. Health Services' cost of services increased 29.5% in
1998 to $201.2 million from $155.4 million in 1997, while Managed Care Services'
cost of services increased 23.4% in 1998 to $268.1 million from $217.3 million
in 1997.


                                       41
<PAGE>


     Our total gross profit margins decreased slightly to 23.2% in 1998 compared
to 23.8% in 1997. Health Services' gross profit margins decreased to 22.5% in
1998 compared to 25.2% in 1997, while Managed Care Services' gross profit
margins increased to 23.7% in 1998 compared to 22.9% in 1997.

     Health Services' gross profit margins decreased principally because of:

     o  an acceleration in the roll-out of patient tracking and billing systems
        into our occupational healthcare centers;

     o  increased spending on marketing and facility improvements; and

     o  the impact of lower gross profit margins from practices recently
        acquired and developed.

     Historically, as we consolidate certain functions, make other staff-related
changes, plus experience an increase in patient volume, the gross profit margins
of our acquired or developed practices have tended to improve.

     Managed Care Services has seen improvement in gross profit margins
primarily because of a shift in its revenue mix towards specialized cost
containment services, including the services provided by Preferred Payment
Systems, About Health and First Notice Systems. Revenues from these services
have historically had higher gross profit margins than revenues derived from
field case management. Although gross profit margins improved slightly in 1998,
they were negatively affected by a decrease in provider bill review gross profit
margins and a slow down in the growth of field case management revenues and
resulting gross profit margins. The provider bill review gross profit margins
decrease was due primarily to start-up costs, pricing concessions on new
customers and an increase in the level of uncollectible accounts receivable
charges. We expect the gross profit margins for provider bill review to continue
to be affected negatively for the first half of 1999 compared to the first half
of 1998 due to the impact of pricing concessions made in the second half of 1998
and a higher level of bad debt provision.


GENERAL AND ADMINISTRATIVE EXPENSES

     Our general and administrative expenses increased 13.8% in 1998 to $45.3
million from $39.8 million in 1997, or 7.4% and 8.1% as a percentage of revenue
for 1998 and 1997, respectively. The increase in general and administrative
expenses in 1998 were due primarily to the continued investment in our
Information Services and Technology Group and in our accounting and
administrative personnel.


AMORTIZATION OF INTANGIBLES

     Our amortization of intangibles increased 37.4% in 1998 to $8.1 million
from $5.9 million in 1997, or 1.3% and 1.2% as a percentage of revenues for 1998
and 1997, respectively. This increase is the result of amortizing additional
intangible assets such as:

     o  goodwill;

     o  customer lists and assembled workforces primarily associated with the
        purchases of First Notice Systems and About Health by Preferred Payment
        Systems;

     o  certain occupational healthcare centers from Vencor, Inc.; and

     o  various smaller acquisitions by Health Services.


NON-RECURRING CHARGE

     We recorded non-recurring charges for the years ended December 31, 1997 and
1998 of $38.6 million and $33.1 million, respectively.

     In the first quarter of 1998, we recorded a non-recurring charge of $12.6
million because of our merger of Preferred Payment Systems. The utilization of
this charge through December 31, 1998, was approximately:

                                       42
<PAGE>

     o  $5.1 million for professional fees and services;

     o  $2.4 million in costs associated with personnel reductions;

     o  $0.7 million in facility consolidations and closings;

     o  $1.6 million associated with the write-off of deferred financing fees on
        Preferred Payment; and

     o  $1.3 million of other non-recurring costs.

     At December 31, 1998, approximately $1.5 million of the non-recurring
charge remains primarily related to remaining facility lease obligations.

     In the fourth quarter of 1998, we recorded a non-recurring charge of $20.5
million primarily associated with our reorganization of Managed Care Services.
The utilization of this charge through December 31, 1998 was approximately:

     o  $7.4 million in charges related to the recognition of an impairment loss
        on the intangible related to an acquired contract;

     o  $2.5 million in costs associated with personnel reductions; and

     o  $1.1 million in facility consolidations.

     At December 31, 1998, approximately $9.5 million of the non-recurring
charge remains primarily related to remaining facility lease obligations and
costs associated with settling claims on other expired contracts.

     Our reorganization plan for Managed Care Services, including headcount
reductions and facility consolidations, was developed between early September
and the end of October 1998. We carried out the reorganization plan in late
October and early November 1998 with the headcount reductions of 168 employees
completed and most of the facility consolidations completed or underway in the
fourth quarter of 1998. The restructuring plan has not changed significantly
from our original estimate since most of the actions were completed or underway
by December 31, 1998. We are realizing savings of approximately $2.4 million per
quarter in personnel and facility related expenses and have not experienced any
significant interruptions in our operations as a result of the restructuring.

     In the third quarter of 1997, we recorded a non-recurring charge of $38.6
million associated with the merger of CRA and OccuSystems. We finalized our
merger and transition plan during the third quarter of 1997 with much of the
detailed planning occurring in August and September 1997, prior to the end of
the quarter. The merger and transition plan was approved by senior management in
September 1997 and we identified all significant actions to be taken, including
reductions in duplicative personnel. The utilization of this charge through
December 31, 1998, was approximately:

     o  $11.6 million for professional fees and services;

     o  $16.2 million in costs associated with personnel reductions and the
        consolidation of CRA's and OccuSystems' employee benefits;

     o  $5.9 million in facility consolidations and closings;

     o  $2.5 million for the write-off of start-up costs; and

     o  $2.4 million of other charges.

     We expect to expend approximately $8.4 million over the next twelve months
relating to the first quarter of 1998 and the fourth quarter of 1998
non-recurring charges, consisting of approximately:

                                       43
<PAGE>

     o  $1.8 million of severance related costs;

     o  $3.2 million of facility related costs;

     o  $3.0 million of cost associated with setting claims on expired
        contracts; and

     o  $0.4 million of other costs.


INTEREST EXPENSE

     Our interest expense increased $5.4 million in 1998 to $18.0 million from
$12.7 million in 1997 due primarily to our higher outstanding borrowings under
our existing credit facilities to finance acquisitions and the issuance of our
4.5% convertible subordinated notes, offset by the repayment of borrowings under
our existing credit facility and debt assumed in our merger with Preferred
Payment Systems.


INTEREST INCOME

     Our interest income increased $2.4 million in 1998 to $4.7 million from
$2.3 million in 1997 due principally the increase in our investment of excess
cash as a result of the receipt of $223.6 million in net proceeds from the
issuance of our 4.5% convertible subordinated notes after the payment of:

     o  approximately $122.0 million of outstanding borrowings under our
        existing credit facility;

     o  debt assumed in the merger of Preferred Payment Systems; and

     o  the payment to Preferred Payment Systems dissenting shareholders.


OTHER EXPENSE, NET

     Our other expense, net primarily consists of minority investors earnings in
consolidated affiliates of $0.5 million and amortization of start-up costs of
$0.3 million in 1997, partially offset by earnings in unconsolidated affiliates.


PROVISION FOR INCOME TAXES

     Our provision for income taxes in 1998 and 1997 was $19.3 million and $11.1
million, respectively. On a pro forma basis, giving effect to the Preferred
Payment Systems merger, our provision for income taxes in 1998 and 1997 would
have been $19.3 million and $13.9 million, respectively. This would have
resulted in pro forma effective tax rates of 46.2% and 65.9%, respectively.
Excluding the tax effects of our non-recurring charges in the third quarter of
1997, the first quarter of 1998 and the fourth quarter of 1998, the pro forma
effective tax rate would have been 41.0% for 1998 and 39.3% for 1997. We expect
to provide for our taxes at an effective tax rate of approximately 41% to 42%
for 1999.


RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

REVENUES

     Our total revenues increased 31.3% in 1997 to $489.3 million from $372.7
million in 1996. Health Services' revenues increased 22.1% in 1997 to $207.7
million from $170.0 million in 1996. Managed Care Services' revenues increased
39.0% in 1997 to $281.6 million from $202.6 million in 1996, as specialized cost
containment revenues increased 70.6% in 1997 to $142.9 million from $83.8
million in 1996 and field case management revenues increased 16.7% in 1997 to
$138.7 million from $118.9 million in 1996.

     Health Services' revenue growth resulted from:

     o  the acquisition of 16 occupational healthcare centers;

                                       44
<PAGE>

     o  the management of an additional four occupational healthcare centers
        from Vencor, Inc. in the fourth quarter of 1997;

     o  an increase in business in our existing markets;

     o  development of sites in new markets; and

     o  an increase in consulting and other ancillary services.

     Managed Care Services' specialized cost containment revenue growth is
largely attributable to:

     o  the acquisitions of Focus, Prompt, First Notice Systems and About
        Health; and

     o  the growth in retrospective medical bill review, telephonic case
        management and claims review services in existing service locations and
        the expansion into additional service locations.

     Managed Care Services' field case management revenue growth is primarily
due to growth in revenues from existing service locations, and our opening of 13
offices during 1996 and 1997.

     Our total contractual allowances offset against revenues during the years
ended December 31, 1997 and 1996 were $14.7 million and $3.7 million,
respectively.


COST OF SERVICES

     Our total cost of services increased 28.5% in 1997 to $372.6 million from
$289.9 million in 1996. Health Services' cost of services increased 18.8% in
1997 to $155.4 million from $130.8 million in 1996, while Managed Care Services'
cost of services increased 36.5% in 1997 to $217.3 million from $159.2 million
in 1996.

     Our total gross profit margins increased to 23.8% in 1997 compared to 22.2%
in 1996. Health Services' gross profit margins increased to 25.2% in 1997
compared to 23.1% in 1996, while Managed Care Services' gross profit margins
increased to 22.9% in 1997 compared to 21.5% in 1996.

     Health Services' gross profit margin improvement has resulted from
increased efficiencies and productivity. Managed Care Services has seen
improvement in gross profit margin primarily resulting from a shift in its
revenue mix towards specialized cost containment services, including those
services provided by Focus, Prompt, First Notice Systems and About Health, which
historically have had higher gross profit margins than revenues derived from
field case management.


GENERAL AND ADMINISTRATIVE EXPENSES

     Our general and administrative expenses increased 20.1% in 1997 to $39.8
million from $33.2 million in 1996, or 8.1% and 8.9% as a percentage of revenue
for 1997 and 1996 respectively. This increase in general and administrative
expenses was principally attributable to expenses associated with acquisitions
and our continued investment in the Information Services and Technology Group.


AMORTIZATION OF INTANGIBLES

     Our amortization of intangibles increased 71.6% in 1997 to $5.9 million
from $3.4 million in 1996, or 1.2% and 0.9% as a percentage of revenues for 1997
and 1996, respectively. This increase is the result of amortizing additional
intangible assets such as goodwill, customer lists and assembled workforces
primarily associated with the purchase of:

     o  Focus;

     o  Prompt;

     o  First Notice Systems;

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<PAGE>

     o  About Health by Preferred Payment Systems;

     o  some occupational healthcare centers from Vencor, Inc.; and

     o  other smaller acquisitions.


NON-RECURRING CHARGE

     We recorded a non-recurring charge of $38.6 million associated with the
1997 merger of CRA and OccuSystems. The charges we incurred were approximately:

     o  $11.6 million for professional fees and services;

     o  $16.2 million in costs associated with personnel reductions and the
        consolidation of CRA's and OccuSystem's employee benefits;

     o  $5.9 million in facility consolidations and closings;

     o  $2.5 million for the write-off of start-up costs; and

     o  $2.4 million of other charges.

     At December 31, 1997, approximately $7.5 million of the non-recurring
charge remains primarily related to personnel-related charges and facility
consolidations and closings.


INTEREST EXPENSE

     Our interest expense increased $8.9 million in 1997 to $12.7 million from
$3.7 million in 1996 due primarily to the issuance of $97.8 million principal
amount of our 6% convertible subordinated notes in December 1996, the issuance
of indebtedness by Preferred Payment Systems in August 1996 and to increased
outstanding credit facility borrowings used to finance certain acquisitions.


INTEREST INCOME

     Our interest income increased $1.4 million in 1997 to $2.3 million from
$0.9 million in 1996 due primarily to the investment of excess cash generated
from the issuance of our 6% convertible subordinated notes until the funds were
utilized to finance certain acquisitions.


OTHER EXPENSE, NET

     Our other expense, net is primarily made up of minority investors' earnings
in consolidated affiliates. These amounts remained consistent between 1996 and
1997 at $0.9 million.


PROVISION FOR INCOME TAXES

     Our provision for income taxes in 1997 and 1996 was $11.1 million and $13.4
million, respectively. On a pro forma basis, giving effect to the Preferred
Payment Systems merger, our provision for income taxes in 1997 and 1996 would
have been $13.9 million and $16.2 million, respectively, resulting in pro forma
effective tax rates of 65.9% and 39.0%, respectively. Excluding the tax effects
of the non-recurring charge, our pro forma effective tax rate would have been
39.3% for 1997.

SEASONALITY

     Our business is seasonal in nature. Patient visits at our Health Services'
medical centers are lower in the first and fourth quarters primarily because of
fewer occupational injuries and illnesses during those time periods due to

                                       46
<PAGE>

plant closings, vacations and holidays. In addition, since employers generally
hire fewer employees in the fourth quarter, the number of pre-placement physical
examinations and drug and alcohol tests conducted at the medical centers during
that quarter is further reduced. Managed Care Services' field case management
revenues have historically been flat in the fourth quarter compared to the third
quarter due to the impact of vacations and holidays. Although our revenue growth
may obscure the effect of seasonality in our financial results, the first and
fourth quarters generally reflect lower revenues when compared to our second and
third quarters.

INFORMATION SYSTEMS--YEAR 2000

     The Year 2000 concern, which is common to most companies, concerns the
inability of information and non-information systems, primarily computer
software programs, to properly recognize and process date sensitive information
as the Year 2000 approaches. System database modifications and/or implementation
modifications will be required to enable such information and non-information
systems to distinguish between 21st and 20th century dates. We have completed a
number of acquisitions in recent years, and the information systems of some of
the acquired operations have not been fully integrated with our information
systems.

     We have formed a Year 2000 Program Office to provide a centralized
management function for our entire organization that will assist in identifying,
addressing and monitoring our Year 2000 readiness and compliance programs. Our
Year 2000 Program Office has organized teams at each division to research Year
2000 compliance status and implement the appropriate solutions. Our Year 2000
Program includes five phases -- awareness, assessment, remediation, testing and
implementation. The awareness and assessment phases are complete and the
remediation, testing and implementation phases are substantially complete.

     Our Year 2000 Program Office engaged an outside consultant to assist in an
inventory and assessment of Year 2000 affected areas, with a primary focus on
information technology systems, third party software and key suppliers and
selected customers. This inventory and assessment was completed in the fourth
quarter of 1998. Our Year 2000 Program Office also engaged an outside consultant
in the first quarter of 1999 to assist in inventory, assessment and remediation
efforts of our information systems infrastructure Year 2000 compliance. The
remediation of our information systems infrastructure was substantially complete
by the third quarter of 1999. We completed in the fourth quarter of 1998 an
internal inventory and assessment of non-information technology systems, e.g.
embedded systems contained in medical equipment. The remediation or replacement
efforts of our information systems infrastructure and non-information technology
systems was substantially complete by the end of the third quarter of 1999.

     Our Year 2000 Program Office has established a vendor management program
protocol for soliciting Year 2000 compliance information from third parties and
requests for compliance information from all key suppliers and selected
customers were sent in the fourth quarter of 1998 and the first quarter of 1999.
We gathered Year 2000 compliance information from third parties and received the
majority of third party responses by the end of the third quarter of 1999. To
the extent responses have not been received, the division Year 2000 sponsors and
coordinators have ranked the third parties by level of importance to their
operations. Our Year 2000 Program Office conducted phone surveys, sent
additional mailings and performed research of public information issued by the
third-party, i.e., "web research." These responses have provided compliancy
status information that enables us to determine the extent to which the Company
may be vulnerable to those third parties' failure to remediate their own Year
2000 issues. The vendor management program provides, on an ongoing basis, the
compliancy response information to the divisions for their evaluation and
determination if any action is required. The vendor management program was
substantially completed by October 31, 1999.

     Our identified Year 2000 projects overlap with our ongoing investments in
information technology, as such, there are presently Year 2000 projects at the
remediation, testing and implementation phases. We believe that we have
identified most "mission critical" issues and have executed or are executing
appropriate action plans which may include software upgrades, replacement of
noncompliant components or referral of problems related to third party-provided
software to the original supplier. We have prepared our plans to have all
"mission critical" projects Year 2000 compliant by the end of the fourth quarter
of 1999. The majority of the "mission critical" projects have been remediated,
tested and deployed as of October 31, 1999. While some non-critical systems may
not be addressed until after December 1999, we believe those systems will not
disrupt our operations in a material manner. Any additional issues that may
arise will be classified as either "mission critical" or non-critical, and

                                       47
<PAGE>

appropriate action plans will be developed and implemented. We will continue to
formulate, evaluate and refine contingency plans deemed necessary in the
fourth quarter of 1999.

     We currently estimate that the total cost of implementing our Year 2000
Program will be between $5.0 million and $10.0 million. This estimate is based
upon presently available information and will be updated as we continue through
implementation. It is expected these costs will not be significantly different
from our current planned investment for information technology, and therefore,
should not have a material adverse effect on our long-term results of
operations, liquidity or consolidated financial position. We made capital and
noncapital investments in the Information Services and Technology Group of
approximately $32.0 million in 1998 and expect our investment in 1999 to
approximate $40.0 million. Of this investment, our Year 2000 Program Office
incurred expenses of approximately $1.9 million through September 30, 1999
primarily associated with the engagement of outside consultants to assist in the
inventory, assessment and remediation of Year 2000 affected areas.

     Although we do not anticipate any disruption in our operations or financial
reporting as a result of system upgrades or system integrations, we cannot
assure you that such disruption will not occur or that the desired benefits from
the Year 2000 compliance of our information and non-information systems will be
realized. If we do not identify and remediate Year 2000 issues prior to January
1, 2000, our operations could be disrupted which could have a material adverse
effect on our business or operating results or financial condition. In addition,
we place a high degree of reliance on computer systems of third parties, such as
customers, trade suppliers and computer hardware and commercial software
suppliers. Although we are assessing the readiness of these third parties, there
can be no guarantee that the failure of these third parties to modify their
systems in advance of December 31, 1999 would not have a material adverse effect
on us. In addition, our operations could be disrupted if the companies with
which we do business do not identify and correct any Year 2000 issues and such
failure adversely affects their ability to do business with us. If all Year 2000
issues are not identified and all action plans are not completed and contingency
plans become necessary, we may not be Year 2000 compliant which could have a
material adverse effect on our long-term results of operations, liquidity, or
consolidated financial position. The amount of potential liability and lost
revenue has not been estimated.


LIQUIDITY AND CAPITAL RESOURCES

     Cash flows generated from (used for) operations were $34.9 million, ($0.5
million) and $15.6 million for the years ended December 31, 1998, 1997 and 1996,
respectively, and $4.3 million and $30.0 million for the first nine months of
1999 and 1998, respectively. During 1998, working capital used $20.3 million of
cash primarily due to an increase in accounts receivable of $19.8 million,
offset by a decrease in prepaid expenses and income taxes of $1.5 million and an
increase in accounts payable, accrued expenses and income taxes of $0.9 million.
Accounts receivable increased primarily due to continued revenue growth, while
accounts payable, accrued expenses and income taxes increased due to the timing
of payments and the remaining obligations relating to the first quarter and
fourth quarter of 1998 non-recurring charges. During the first nine months of
1999, working capital used $13.0 million of cash due primarily to an increase in
accounts receivable of $23.7 million and prepaid expenses of $1.0 million
partially offset by an increase in accounts payable and accrued expenses of
$11.7 million. Within the next twelve months, it is anticipated that
approximately $11.3 million in cash payments will be made related to the
non-recurring charges that occurred in the first quarter of 1998, fourth quarter
of 1998 and the third quarter of 1999. These expenditures are anticipated to
consist of $5.6 million of fees and other expenses related to the merger, $0.4
million of severance related costs, $3.9 million of facility related costs, $1.4
million of costs associated with settling claims on certain expired contracts.

     We used net cash of $18.1 million in connection with acquisitions, $15.5
million to purchase marketable securities and $34.2 million of cash to purchase
property and equipment during 1998, the majority of which was spent on new
computer hardware and software technology. During the first nine months of 1999,
we used net cash of $43.3 million in connection with acquisitions and $26.0
million to purchase property and equipment, the majority of which was spent on
new computer and software technology, partially offset by $15.5 million provided
by the sale of marketable securities.


                                       48
<PAGE>


     Cash flows provided by financing activities of $121.6 million in 1998 was
due primarily to the issuance of $230.0 million principal amount of our 4.5%
convertible subordinated notes, $223.6 million, net of deferred finance fees. A
portion of the proceeds from the issuance of our 4.5% convertible subordinated
notes was used to:

     o  repay borrowings under our existing credit facility;

     o  repay debt assumed in our merger with Preferred Payment Systems; and

     o  for the payment of $15.0 million to Preferred Payment Systems dissenting
        shareholders.

     Net proceeds from the issuance of common stock under employee stock
purchase and option plans and the related tax benefit was $14.4 million. Cash
flows used by financing activities of $41.1 million in the nine months ended
September 30, 1999 was due primarily to the payment of fees and expenses related
to the merger and deferred finance fees relatd to the merger financing. Our
capital and non-capital investment in the Information Services and Technology
Group was approximately $32.0 million in 1998 and expected to be approximately
$40.0 million in 1999.

     We were in compliance with our covenants, including our financial covenant
ratio tests, in the third quarter of 1999. We had borrowings outstanding under
the revolving credit facility of $1.5 million as of September 30, 1999 and
anticipate borrowings to increase to approximately $20.0 million to $25.0
million as of December 31, 1999 due to Merger related payments of fees and
expenses, capital expenditures and anticipated fourth quarter of 1999
acquisitions.

     We believe that our cash balances, the cash flow generated from operations
and our borrowing capacity under our revolving credit facility will be
sufficient to fund our working capital, occupational healthcare center
acquisitions and capital expenditure requirements for at least the next twelve
months. Our long-term liquidity needs will consist of working capital and
capital expenditure requirements, the funding of any future acquisitions, and
repayment of borrowings under our revolving credit facility and the repayment of
outstanding indebtedness. We intend to fund these long-term liquidity needs from
the cash generated from operations, available borrowings under our revolving
credit facility and, if necessary, future debt or equity financing. However, we
cannot be sure that any future debt or equity financing will be available on
terms favorable to us.


LEGAL PROCEEDINGS

     As of November 1, 1999, we were aware of one consolidated lawsuit that was
originally filed in three suits by alleged stockholders of Concentra relating to
our merger with Yankee. All three lawsuits were filed in the Chancery Court for
New Castle County, Delaware. Each lawsuit named Concentra, its directors and
Yankee as defendants. The plaintiffs in each lawsuit sought to represent a
putative class of all public holders of Concentra common stock.

     The lawsuits alleged, among other things, that Concentra's directors
breached their fiduciary duties to their stockholders by approving our merger.
Specifically, the directors were alleged to have breached their fiduciary duties
of care and loyalty by failing to conduct an impartial auction to determine the
maximum value attainable for the common stock of Concentra. The complaints
alleged that certain relationships between Welsh Carson and Concentra caused
Concentra's directors to favor Welsh Carson throughout the sale of Concentra and
to enter into a merger agreement that had the effect of capping the price of
Concentra's stock. The lawsuits sought among other things, preliminary and
permanent injunctive relief prohibiting consummation of the merger, unspecified
damages, attorneys' fees and other relief.

     We have reached an agreement in principle to settle all outstanding class
action litigation filed in connection with the merger. Under the terms of the
settlement, we agreed to make certain amendments to the proxy statement mailed
to our stockholders with respect to the merger. In return, we, Welsh Carson and
their respective affiliates, officers, directors and other representatives will
be released from all claims of the class. The settlement is conditioned upon the
closing of the merger, the execution of definitive settlement documents and
court approval. Under the terms of the proposed settlement, the defendants
agreed to pay up to $325,000 in court-awarded attorneys' fees and expenses.

                                       49
<PAGE>

                                    BUSINESS

      We are the largest company dedicated primarily to serving the occupational
healthcare market. We provide initial treatment for approximately 4% of
workplace injuries in the United States and perform non-injury occupational
healthcare services for over 80,000 local employers. We provide specialized cost
containment and field case management services to over 2,000 customers across
the United States and Canada, including most of the major underwriters of
worker's compensation insurance, third-party administrators and self-insured
employers. We are also the largest provider of out-of-network bill review
services to the group health marketplace. We offer a continuum of
healthcare-related services to employers, insurers and third-party
administrators of all sizes and are compensated for our services on a
non-risk-bearing, fee-for-service or percentage-of-savings basis. Less than 0.5%
of our revenues are dependent on Medicare or Medicaid reimbursement.

      Our services reduce the customer's healthcare costs by:

      o    efficiently managing the application of care and the return-to-work
           process, thereby providing appropriate medical care while reducing
           the non-medical costs associated with a claim; and

      o    using sophisticated cost containment techniques to determine the
           proper pricing of care once it has been administered.

      We believe that by offering both the provision of care and claims
management services, we are in a unique position to provide comprehensive,
integrated services on a bundled or unbundled basis to national or regional
accounts and local employers. In addition to the occupational healthcare and
group health markets, we also provide cost containment services to the auto
insurance market as well as social security disability advocacy services to the
long-term disability insurance market. In 1998, we generated revenues and
Adjusted EBITDA of $611.1 million and $111.7 million, respectively.

      With healthcare costs rising, we believe that payors will seek to increase
the use of cost saving strategies, such as those we offer, to minimize these
costs. Our comprehensive services are comprised of three distinct categories:

      o    healthcare services;

      o    specialized cost containment services; and

      o    field case management services.

      We provide healthcare services through our network of 201 owned and
managed occupational healthcare centers, located in 60 markets in 32 states as
of November 1, 1999. As a primary starting point for the provision of care in
the workers' compensation market, our occupational healthcare centers are
designed to efficiently provide quality care to patients while also providing an
entry point for our other cost containment services. Healthcare services include
injury care and physical therapy services for work-related injuries and
illnesses, physical examinations, substance abuse testing and certain other loss
prevention services. In 1998, revenues from healthcare services represented
approximately 42% of our total revenues.

      Specialized cost containment services consist of first report of injury,
telephonic case management, utilization management, both in- and out-of-network
bill review, preferred provider organization network access, independent medical
exams and peer reviews. These specialized cost containment services are designed
to monitor the timing and appropriateness of medical care, as well as the proper
pricing for that care. These services are primarily provided to the workers'
compensation market, except for out-of-network bill review which we provide to
the group health market. We are currently expanding our out-of-network bill
review services to the workers' compensation and auto insurance markets. In
1998, revenues from specialized cost containment services represented
approximately 30% of our total revenues.

      We provide field case management services to a national customer base
using approximately 1,000 full-time field case managers. Field case management
services involve working on a one-on-one basis with injured employees


                                       50
<PAGE>

and aiding communication among their various healthcare professionals, employers
and insurance  company  adjusters.  Field case management  services are designed
both to assist in maximizing  medical  improvement  and, where  appropriate,  to
expedite return to work. In 1998,  revenues from field case management  services
represented approximately 28% of our total revenues.


INDUSTRY OVERVIEW

OCCUPATIONAL HEALTHCARE

      Occupational healthcare is largely provided by independent physicians, who
have experienced increasing pressures in recent years from growing regulatory
complexity and other factors, as well as hospital emergency departments and
other urgent care providers. We anticipate that competition in the occupational
healthcare market may shift to specialized provider groups, such as groups we
manage. Occupational healthcare services consist of two primary components:

      o    workers' compensation injury care and related services; and

      o    non-injury occupational healthcare services related to employer needs
           or statutory requirements.


      WORKERS' COMPENSATION INJURY CARE

      Workers' compensation is a state-mandated, comprehensive insurance program
that requires employers to fund all medical expenses, lost wages and other costs
resulting from work-related injuries and illnesses with no co-payment from the
employee. Since their introduction in the early 1900s, these programs have been
expanded to all fifty states, the District of Columbia and Canada. In addition,
federal statutes provide workers' compensation benefits for federal employees.
Each state is responsible for implementing and regulating its own program.
Consequently, workers' compensation benefits and arrangements vary on a
state-by-state basis and are often highly complex.

      Workers' compensation legislation generally requires employers, directly
or indirectly through an insurance vehicle, to fund all of an employee's costs
of medical treatment and related lost wages, legal fees and other associated
costs. Typically, work-related injuries are broadly defined, and injured or ill
employees are entitled to extensive benefits. Employers are required, directly
or indirectly, to provide first-dollar coverage with no co-payment or deductible
due from the injured or ill employee for medical treatment and, in many states,
there is no lifetime limit on expenses. However, in exchange for providing this
coverage for employees, employers are not subject to litigation by employees for
benefits in excess of those provided pursuant to the relevant state statute. The
extensive benefits coverage, for both medical costs and lost wages, is provided
through the purchase of commercial insurance from private insurance companies,
participation in state-run insurance funds or employer self-insurance.

      According to the Workers' Compensation Monitor data published in the 1998
Workers' Compensation Year Book, total workers' compensation costs to employers
in the United States were estimated to be approximately $92.7 billion in 1996.
Although the industry as a whole is fragmented with a large number of
competitors in the various sub-segments of workers' compensation services, we
believe that we are the only integrated provider of healthcare management and
cost containment services offering a full range of services on a nationwide
basis.

      The dollar amount of workers' compensation claims has increased
significantly in recent years, resulting in escalating costs to employers. We
believe that workers' compensation costs will continue to rise primarily because
of:

      o    broader definitions of work-related injuries and illnesses covered
           by workers' compensation laws;

      o    the shifting of medical costs from group health plans to the workers'
           compensation system;

      o    an aging work force;

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<PAGE>




      o    the continued requirement that employers pay all of an employee's
           cost of medical treatment, without any co-payment or deductible, and
           related lost wages and non-medical costs; and

      o    the under-use to date of comprehensive cost containment programs in
           the workers compensation industry.

      As workers' compensation costs increase, we expect that employers will
continue to seek and use strategies and programs to reduce workers' compensation
costs and to improve worker productivity, health and safety. We believe that
clients' use of our healthcare services at the primary care level, focusing on
proactively managing each injury episode and encouraging early return to work,
as appropriate, can result in substantial savings in indemnity and medical
costs.

      Provider reimbursement methods vary on a state-by-state basis. As of March
1998, 40 states have adopted fee schedules under which all healthcare providers
are uniformly reimbursed. The fee schedules are set by each state and generally
prescribe the maximum amounts that may be reimbursed for a designated procedure.
In states without fee schedules, healthcare providers are reimbursed based on
usual, customary and reasonable fees charged in the particular state in which
the services are provided. These usual, customary and reasonable fees are
commonly called UCR. Of the 32 states in which we currently operate occupational
healthcare centers, as of November 1999, 24 have fee schedules.

      Limits on an employee's right to choose a specific healthcare provider
depend on the particular state statute. According to the Workers' Compensation
Research Institute, as of March 1998, 25 states limited the employee's initial
choice of provider, two states prohibited employee change of provider and 37
states and the District of Columbia placed restrictions on all employees
switching providers, including provisions requiring employer approval for any
changes. Generally, the employer will also have the ability to direct the
employee when the employer is self-insured. It has been our experience that our
results of operations and prospects in a particular state do not materially
depend on state statutes regarding direction of care. Consequently, we believe
that employers greatly influence their employees' choices of physicians even in
states in which the employees may select their providers.


      NON-INJURY HEALTHCARE SERVICES

      Non-injury occupational healthcare services include:

      o    employment-related physical examinations;

      o    drug and alcohol testing;

      o    functional capacity testing; and

      o    other related programs designed to meet specific employer needs.

      Non-injury healthcare services also include programs to assist employers
in complying with a continuously expanding list of federal and state
requirements, including hearing conservation programs, toxic chemical exposure
surveillance and monitoring programs, and Department of Transportation and
Federal Aviation Administration-mandated physical examinations. Federal laws
governing health issues in the workplace, including the Americans with
Disabilities Act, have increased employers' demand for healthcare professionals
who are experts in the delivery of these regulated services.


COST CONTAINMENT SERVICES

      Cost containment techniques are intended to control the cost of healthcare
services and to measure the performance of providers of healthcare through
intervention and on-going review of proposed services and services actually
provided. Managed care techniques were originally developed to stem the rising
costs of group healthcare. Historically, employers were slow to apply managed
care techniques to workers' compensation costs primarily because the total costs
are relatively small compared to those associated with group health benefits and
because


                                       52
<PAGE>

state-by-state  regulations  related to workers'  compensation  are more complex
than those related to group  health.  However,  in recent  years,  employers and
insurance  carriers have been  increasing  their focus on applying  managed care
techniques to control their workers' compensation costs.

      A number of states have adopted legislation encouraging the use of
workers' compensation managed care organizations in an effort to allow employers
to control their workers' compensation costs. Managed care organization laws
generally provide employers an opportunity to channel injured employees into
provider networks. In certain states, managed care organization laws require
licensed managed care organizations to offer certain specified services, such as
utilization management, case management, peer review and provider bill review.
Most of the managed care organization laws adopted to date establish a framework
within which a company such as ours can provide its customers a full range of
managed care services for greater cost control.

      Because workers' compensation benefits are mandated by law and are subject
to extensive regulation, payors and employers do not have the same flexibility
to alter benefits as they have with other health benefit programs. In addition,
workers' compensation programs vary from state to state, making it difficult for
payors and multi-state employers to adopt uniform policies to administer, manage
and control the costs of benefits. As a result, managing the cost of workers'
compensation requires approaches that are tailored to the specific state
regulatory environment in which the employer operates.

      Workers' compensation cost containment services include two broad
categories:

      o    specialized cost containment services; and

      o    field case management services.

      Specialized cost containment services are designed to reduce the cost of
workers' compensation claims through a variety of techniques such as:

      o    first report of injury;

      o    telephonic case management;

      o    utilization management;

      o    precertification and concurrent review;

      o    both in- and out-of-network bill review services;

      o    preferred provider organization network access;

      o    independent medical examinations; and

      o    peer reviews.

      Field case management services involve:

      o    working on a one-on-one basis with injured employees; and

      o facilitating communication among their various healthcare professionals,
        employers and insurance company adjusters.

      Field case management services are designed both to assist in maximizing
medical improvement and, where appropriate, to expedite return to work.


                                       53
<PAGE>


GROUP HEALTH COST CONTAINMENT SERVICES

      According to the Health Insurance Association of America, private health
insurance claims payments were estimated to be approximately $281.7 billion in
1995. All healthcare payors have out-of-network exposure due to healthcare
claims that are outside their coverage area or network either as a matter of
choice on the part of the insured or as a result of geographic circumstances
where the insured does not have local access to contracted providers.
Out-of-network healthcare claims expose payors to a greater incidence of
over-use, cost-shifting, omission of appropriate discounts and possible billing
errors. Out-of-network bill review service providers produce savings for their
clients by analyzing these out-of-network medical claims and reducing the costs
which otherwise would be payable through a variety of methods, including
professional negotiation, line item analysis, specialized audit and bill review
processes and broad access to preferred provider networks.


OUR SERVICES AND OPERATIONS

      The workers' compensation and group health markets represent a significant
opportunity for the full range of healthcare management and cost containment
services we provide. In each of these markets, insurance companies, self-insured
employers and third party administrators have a need for our services as they
always try to control their rising healthcare costs.


HEALTHCARE SERVICES

      OCCUPATIONAL HEALTHCARE CENTERS

      Our 201 occupational healthcare centers at November 1, 1999 provide
treatment for:

      o    work-related injuries and illnesses;

      o    physical therapy;

      o    preplacement physical examinations and evaluations;

      o    certain diagnostic testing;

      o    drug and alcohol testing; and

      o    various other employer-requested or government-mandated occupational
           health services.

      During 1998, approximately 52% of all patient visits to our centers were
for the treatment of injuries or illnesses and 48% were for substance abuse
testing, physical examinations and other non-injury occupational healthcare
services.

      Each of our centers is staffed with at least one licensed physician who is
an employee of a physician group and at least one licensed physical therapist.
The licensed physicians are generally experienced in occupational medicine or
have emergency, family practice, internal medicine or general medicine
backgrounds. Most centers use a staff of between 10 and 15 full-time persons, or
their part-time equivalents, including licensed physicians, nurses, licensed
physical therapists and administrative support personnel.

      Physician and physical therapy services are provided at our occupational
healthcare centers under agreements with the physician groups, which are
independently organized professional corporations that hire licensed physicians
and physical therapists to provide healthcare services to the centers' patients.
The management agreements between us and our physician groups with respect to
the 346 affiliated physicians as of November 1, 1999 have 40-year terms.
Pursuant to each management agreement, we provide a wide array of business
services to the physician groups, such as:

      o    providing nurses and other medical support personnel;

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<PAGE>

      o    practice and facilities management;

      o    billing and collection;

      o    accounting;

      o    tax and financial management;

      o    human resource management;

      o    risk management;

      o    marketing and information-based services such as process management
           and outcome analysis.

      As another service to the physician groups, we recruit physicians, nurses,
physical therapists and other healthcare providers. We collect receivables on
behalf of the physician groups and advance funds for payment of each physician
group's expenses, including salaries, shortly after services are rendered to
patients. We receive a management fee based on all services performed at the
centers. The management fee is subject to renegotiation and may be adjusted from
time to time to reflect industry practice, business conditions and actual
expenses for contractual allowances and bad debts. We provide services to the
physician groups as an independent contractor and are responsible only for the
non-medical aspects of the physician groups' practices. The physician groups
retain sole responsibility for all medical decisions, including the hiring of
medical personnel.

      Individual physicians who perform services pursuant to contracts with a
physician group are employees of the physician group. The physicians providing
services for the physician groups do not maintain other practices. The owners of
the physicians group are physicians. It is the responsibility of the owners of
the physician group to hire and manage all physicians associated with the
physician group and to develop operating policies and procedures and
professional standards and controls. Under each management agreement, the
physician group indemnifies us from any loss or expense arising from acts or
omissions of the physician group or our professionals or other personnel,
including claims for malpractice.


      JOINT VENTURES AND MANAGEMENT AGREEMENTS

      Our strategy is to continue to develop clusters of occupational healthcare
centers in new and existing geographic markets through the acquisition and
development of occupational healthcare centers. In selected markets in which a
hospital management company, hospital system or other healthcare provider has a
significant presence, we may focus our expansion efforts on strategic joint
ventures or management contracts. In our joint venture relationships, we
typically acquire a majority ownership interest in the venture and agree to
manage the venture for a management fee based on net revenues. We currently
manage 11 joint ventures through which we operate 29 centers. In addition, we
have entered into three management agreements through which we operate six
centers.


      OTHER ANCILLARY PROGRAMS

      We offer other ancillary programs as described below. It has been our
experience that, by offering a full range of programs to complement our core
healthcare management services, it strengthens our relationships with existing
clients and increases the likelihood of attracting new clients. We anticipate
expanding our ancillary programs as needed to address occupational legislation
and regulations enacted in the future.

      COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT. The Americans with
Disabilities Act is a federal statute that generally prohibits employers from
discriminating against qualified disabled individuals in the areas of the job
application process, hiring, discharge, compensation and job training. The
Americans with Disabilities Act now applies to all employers with 15 or more
employees. Through our "ADApt Program," we assist employers with the Americans
with Disabilities Act compliance issues by addressing the Americans with
Disabilities Act requirements relating to job descriptions, pre-placement
physical examinations, analysis and compliance and confidentiality of


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<PAGE>

applicant/employee  information.  ADApt helps  employers  adapt their hiring and
termination procedures,  job descriptions and injury/illness management programs
in order to comply with Americans with Disabilities Act guidelines.

      RISK ASSESSMENT AND INJURY PREVENTION PROGRAMS. We assist clients in
reducing workplace injuries and illnesses through our on-site risk assessment
and injury prevention programs. These programs include:

      o    identifying workplace hazards;

      o    designing plant-specific safety programs; and

      o    helping clients comply with federal and state occupational health
           regulations.

      We also provide ongoing educational programs for our clients.

      For 1998, revenues from healthcare services represented approximately 42%
of our total revenues.


SPECIALIZED COST CONTAINMENT SERVICES

      We provide a number of specialized services focused directly on helping to
reduce the medical and indemnity costs associated with workers' compensation and
the medical costs associated with group health claims. These specialized cost
containment services include:

      o    first report of injury;

      o    telephonic case management;

      o    utilization management;

      o    precertification and concurrent review;

      o    in- out-of-network bill review services;

      o    preferred provider organization network access;

      o    independent medical examinations;

      o    and peer reviews.

      We are able to offer our services separately or on a bundled basis as a
full-service managed care program, beginning with the first report of injury and
including all specialized cost containment services needed to aggressively
manage the costs associated with a work-related injury. Our comprehensive
approach to managing workers' compensation costs serves the needs of a broad
range of clients, from local adjusters to national accounts. In addition to
providing specialized cost containment services for work-related injuries and
illnesses, we also provide out-of-network bill review services to the group
health market, cost containment services to payors of automobile accident
medical claims and social security disability advocacy services to payors of
long term disability claims.

      We believe that the demand for specialized cost containment services will
continue to increase due to a number of factors, including:

      o    the increasing payor awareness of the availability of these
           techniques for cost containment and case management;

      o    the effectiveness of managed care techniques at reducing costs for
           group health insurance plans;


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<PAGE>



      o    the verifiable nature of the savings that can be obtained by
           application of specialized cost containment techniques applicable to
           workers' compensation; and

      o    the broad applicability of these techniques to all injured employees,
           not just severely injured employees likely to be absent from work.


      OUT-OF-NETWORK BILL REVIEW

      Through Concentra Preferred Systems, we continue to expand our market
presence in bill review services. We believe that Concentra Preferred Systems is
the market leader in this line of business in the group health market and is
expanding its services into the workers' compensation market in states that have
not established fee schedules and into the auto insurance market where
appropriate. Concentra Preferred Systems uses a variety of techniques to reduce
expenses by repricing hospital and other facilities' bills. Using its services,
Concentra Preferred Systems reduces costs ordinarily payable on medical bills
submitted by healthcare providers and the administrative expense associated with
reviewing and analyzing medical bills. These services include:

      o    professional fee negotiation;

      o    line-item analysis;

      o    other specialized audit and bill review processes; and

      o    access to a nationwide preferred provider organization network.

      Concentra Preferred Systems provides out-of-network bill review services
to healthcare payors in most risk categories:

      o    indemnity;

      o    preferred provider organization;

      o    health maintenance organization;

      o    ERISA self-insured plans;

      o    Taft-Hartley Plans;

      o    reinsurance carriers; and

      o    intermediaries such as administrative services organizations and
           third party administrators.

      Concentra Preferred Systems is the largest provider of these specific
services in the managed care industry and specializes in out-of-area and
non-network cost management services that reduce exposure to:

      o    over-use;

      o    upcoding;

      o    cost shifting;

      o    various forms of revenue enhancement tactics; and

      o    inflated retail charge practices.


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<PAGE>

      The current technology employed at Concentra Preferred Systems is designed
to:

      o    review most provider bill types;

      o    employ four transmission methods to aid the exchange of bill data;

      o    use various database technologies as part of the bill screening
           process;

      o    score each bill referred based on the individual service requirements
           of each client group; and

      o    route each bill to the most appropriate bill review service included
           in our range of cost containment services.

      Concentra Preferred Systems has packaged this process and markets it as
the Healthcare Bill Management System. The system affords large payor clients
breadth of service and capacity, consolidated and uniform cost management
capability, rigorous due diligence and high quality performance.


      FIRST REPORT OF INJURY

      Through First Notice Systems, we provide a computerized first report of
injury/loss reporting service using two centralized national call centers to
which an individual, employer or insurance company claims adjuster communicates
reports of injuries or losses as soon as they occur. First Notice Systems
provides its services primarily to the auto industry for first notice of loss
reporting and to workers' compensation carriers for first report of injuries
reporting, as well as to property and casualty carriers that write both auto and
workers' compensation insurance. For injuries, each report is electronically
transferred or mailed to the state agency, the employer and the insurance
company. This service assists in the timely preparation and distribution of
state-mandated injury reports, provides us and our customers with an early
intervention tool to maximize control over workers' compensation and auto claims
and also provides us with cross-selling and referral opportunities.


      TELEPHONIC CASE MANAGEMENT

      This service provides for short-duration of 30 to 90 days for telephonic
management of workers' compensation claims. The telephonic case management
units:

      o    accept first reports of injury;

      o    negotiate discounts with hospitals and other providers;

      o    identify care alternatives; and

      o    work with injured employees to minimize lost time on the job.

      Each of the telephonic case management units is overseen by nurses who are
experienced in medical case management. The telephonic case management units
represent an important component of early intervention and act as a referral
source of appropriate cases to our field case management offices.


      UTILIZATION MANAGEMENT: PRECERTIFICATION AND CONCURRENT REVIEW

      Our precertification and concurrent review services are used by clients to
ensure that certain medical procedures are precertified by one of our registered
nurses and/or physicians for medical necessity and appropriateness of treatment
before the medical procedure is performed. Our determinations represent only
recommendations to the customer, the ultimate decision to approve or disapprove
request is made by the claims adjuster. Precertification calls are made by
either the claimant or the provider to one of our national utilization
management reporting units. After a treatment plan has been precertified, one of
our employees performs a follow-up call, concurrent review, at the end of an
approved time period to evaluate compliance and/or discuss alternative plans.


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<PAGE>

      BILL REVIEW

      Through a sophisticated software program, we review and reduce our
customers' medical bills, including hospital bills, to either the various
state-mandated fee schedules for workers' compensation claims or a percentage of
the UCR rates that exist in non-fee schedule states. Additionally, this
automated bill review service enables clients to access certain preferred
provider organization pricing schedules that represent additional savings below
the fee schedules or UCR rates. The savings to our clients as a result of this
service can be significant. Bill review also creates an important historical
database for provider practice patterns and managed care provider compliance
requirements.


      ACCESS TO PREFERRED PROVIDER NETWORKS

      Through Focus, we provide our clients with access to a national preferred
provider organization network. This network provides injured workers with access
to quality medical care at pre-negotiated volume discounts, thereby offering our
clients the ability to influence, or in certain states to direct, their
employees into the preferred provider organization network as a means of
managing their work-related claims. In addition to providing a vehicle for
managing the delivery of appropriate care by qualified providers, the discounts
associated with these preferred provider organization arrangements generate
additional savings through the retrospective bill review program described
above. Focus's national network includes approximately 227,000 individual
providers and over 2,800 hospitals covering 42 states and the District of
Columbia.


      INDEPENDENT MEDICAL EXAMS

      Independent medical examinations are provided to assess the extent and
nature of an employee's injury or illness. We provide our clients with access to
independent physicians who perform the independent medical examinations from 14
of our service locations and, upon completion, prepare reports describing their
findings.


      PEER REVIEWS

      Peer review services are provided by a physician, therapist, chiropractor
or other provider who reviews medical files to confirm that the care being
provided appears to be necessary and appropriate. The reviewer does not meet
with the patient, but merely reviews the file as presented.

      For 1998, revenues from specialized cost containment services represented
approximately 30% of our total revenues.


FIELD CASE MANAGEMENT SERVICES

      We provide field case management services to the workers' compensation
insurance industry through nurse case managers working at the local level on a
one-on-one basis with injured employees and their various healthcare
professionals, employers and insurance company adjusters. Our services are
designed to assist in maximizing medical improvement and, where appropriate, to
expedite employees' return to work through medical management and vocational
rehabilitation services.

      Our field case management services consist of one-on-one management of a
work-related injury by approximately 1,000 full-time field case managers in 89
offices in 49 states, the District of Columbia and Canada. This service
typically involves a case with a significant potential or actual amount of lost
work time or a catastrophic injury that requires detailed management and
therefore is referred out by the local adjuster to our marketer. Our field case
managers specialize in expediting the injured employee's return to work through
both medical management and vocational rehabilitation. Medical management
services provided by our field case managers include coordinating the efforts of
all the healthcare professionals involved and increasing the effectiveness of
the care being provided by encouraging compliance and active participation on
the part of the injured worker. Vocational rehabilitation services include job
analysis, work capacity assessments, labor market assessments, job placement
assistance and return to work coordination.


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<PAGE>

      We believe that the following factors will contribute to continued growth
of our field case management services:

      o    increased acceptance of field case management techniques due to
           greater exposure to the workers' compensation managed care market;

      o    earlier identification of individuals in need of field case
           management services due to increased utilization of our specialized
           cost containment services, particularly early intervention services;

      o    increased market share at the expense of smaller, undercapitalized
           competitors; and

      o    the ability to access national accounts for use of case management
           services.

      For 1998, revenues from field case management services represented
approximately 28% of our total revenues.


CUSTOMERS

      Our occupational healthcare centers currently serve more than 80,000
employers-including local offices of national companies-ranging from large
corporations to businesses with only a few employees. We serve more than 2,000
specialized cost containment and field case management customers across the
United States and Canada, including most of the major underwriters of workers'
compensation insurance, third party administrators and self-insured employers.

      We are compensated primarily on a fee-for-service or percentage-of-savings
basis. Our largest customer represented less than 6% of our total revenue in
1998. We have not entered into written agreements with most of our healthcare
services customers. Many of our specialized cost containment and field case
management relationships are based on written agreements. However, either we or
the customer can terminate most of these agreements on short notice. We have no
risk-bearing or capitated arrangements. Less than 0.5% of our revenues are
dependent on Medicare or Medicaid reimbursement.


SALES AND MARKETING

      We actively market our services primarily to workers' compensation
insurance companies, third party administrators, employers and employer groups.
We also market to the group health, automobile insurance and disability
insurance markets. Our marketing organization includes over 350 full-time sales
and marketing personnel, or their part-time equivalent.

      We market our services at both the local insurance company adjuster and
employer level. In addition, we market our services at the national and regional
level for large managed care accounts and for self-insured corporations where a
more sophisticated sales presentation is required. We have a dedicated staff of
national accounts salespeople responsible for marketing and coordinating our
full range of services to corporate offices.

      Our local marketing has been a critically important component of our
strategy, because of the decision-making authority that resides at the local
level and the relationship-driven nature of that portion of the business.
However, the expansion of comprehensive managed care legislation, continuing
receptiveness to workers' compensation change and a more comprehensive product
offering by us demand that we continue to focus on marketing to national
headquarters offices of insurance companies and self-insured companies. As part
of our coordinated marketing effort, we periodically distribute follow-up
questionnaires to patients, insurers and employers to monitor satisfaction with
our services.


QUALITY ASSURANCE

      We routinely use internal audits to test the quality of our delivery of
services. We conduct audits of compliance with special instructions, completion
of activities in a timely fashion, quality of reporting identification of
savings, accuracy of billing and professionalism in contacts with healthcare
providers. We conduct audits on a nationwide


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<PAGE>

basis for  particular  customers or on a local office basis by selecting  random
files for review.  A detailed  report is generated  outlining the audit findings
and providing specific  recommendations for service delivery improvements.  When
appropriate, we conduct follow-up audits to ensure that recommendations from the
initial audit have been implemented.


COMPETITION

HEALTHCARE SERVICES

      The market to provide healthcare services within the workers' compensation
system is highly fragmented and competitive. Our competitors typically have been
independent physicians, hospital emergency departments and other urgent care
providers. We believe that, as integrated networks continue to be developed, our
competitors will increasingly consist of specialized provider groups.

      We believe that we compete effectively because of:

      o    our specialization in the occupational healthcare industry;

      o    or broad knowledge and expertise;

      o    the effectiveness of our services as measured by favorable outcome;

      o    our ability to offer services in multiple markets; and

      o    our information systems.

      We believe that we enjoy a competitive advantage by specializing in and
focusing on occupational healthcare at the primary care provider level, which as
the entry point into the occupational healthcare system is well suited to
controlling the total costs of a claim. We do not believe that any other company
offers the full range of services we provide.

      The recruiting of physicians, physical therapists, nurses and other
healthcare providers can be competitive. However, our recruiting becomes easier
as we grow and become more widely known by healthcare providers.


SPECIALIZED COST CONTAINMENT AND FIELD CASE MANAGEMENT SERVICES

      The managed care services market is fragmented, with a large number of
competitors. We compete with numerous companies, including national managed care
providers, smaller independent providers, and insurance companies. Our primary
competitors are companies that offer one or more workers' compensation managed
care services on a national basis. We also compete with many smaller companies
that generally provide unbundled services on a national basis. We also compete
with many smaller companies that generally provide unbundled services on a local
level where such companies often have a relationship with a local adjuster.
Several large workers' compensation insurance carriers offer managed care
services for their insurance customers either through the insurance carrier's
own personnel or by outsourcing various services to providers such as us. We
believe that this competitive environment will continue into the foreseeable
future.

      We believe that we compete effectively because of:

      o    our specialized knowledge and expertise in the workers' compensation
           managed care services industry;

      o    the effectiveness of our services;

      o    our ability to offer a full range of services in multiple markets;


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<PAGE>

      o    our information systems; and

      o    the prices at which we offer our services.


INFORMATION SYSTEMS AND TECHNOLOGY

      We maintain a fundamental commitment to the development and implementation
of advanced information technology, with a considerable focus on web-based
applications. We believe that our information systems enable us to improve
referrals among our full range of services, streamline patient care and enhance
outcomes reporting. This makes our operations more efficient while improving our
ability to demonstrate the costs savings our services provide to our clients.

      We have substantially completed the implementation of a wide area network,
or WAN, in each market in which we provide healthcare services. When the
implementation is complete, all occupational healthcare centers in a market will
use a patient administration system, named "OccuSource," which runs on a
client/server architecture allowing each center to access and share a common
database for our market. The database contains employer protocols, patient
records and other information regarding our operations in the market. Creating a
WAN in each market allows the centers in the market to share information and
thereby improve center and physician efficiencies and enhance customer service.
We are linking each market WAN into a nationwide WAN in order to create a
centralized repository of company data to be used, among other things, for
clinical outcomes analysis. We believe that our commitment to continued
development of our healthcare information system provides a unique and
sustainable competitive advantage within the occupational healthcare industry.

      We have developed and, in the future, may license to third parties a new
internet-based first notice of loss reporting system for all lines of insurance,
named FNSNet. The application extends our call center technology through the
internet, enabling users to report first notices of loss, as well as providing
the user with immediate access to customized networks and routing to appropriate
and qualified healthcare providers. FNSNet can be accessed through hyperlinks on
customers' web pages. This application enhances both internal integration and
customer communication and creates an effective platform for our First Notice
subsidiary to handle calls with greater speed and efficiency.

      Our newly-developed Integrated Case Management Software System aids and
speeds up the daily tasks of our field and telephonic case managers, allowing
them to devote more time to consistent delivery of quality service. This
software allows immediate exchange of information among our offices, as well as
among employees in the same office. The Integrated Case Management Software
System is integrated with the FNSNet web-based product. The Integrated Case
Management Software System application enables a clear, precise and immediate
transmission of data from First Notice into the Integrated Case Management
Software System. This pre-population of data eliminates redundant and
duplicative data entry for nurse case managers, thus resulting in greater time
efficiency and cost savings. The development and implementation of the
Integrated Case Management Software System allow for shared data in situations
in which multiple case managers are working on a case. The Integrated Case
Management Software System also creates better customer access to information
and allows us to produce specific, user-friendly reports to demonstrate the
value of our services.

      Finally, our subsidiary, Concentra Preferred Systems, uses our
proprietary, technology-based Healthcare Bill Management System for our
out-of-network medical claims review services. Client bills are accessed and
entered into the Healthcare Bill Management System in a variety of ways,
including electronic bill identification within the client's claim adjudication
system with subsequent EDI transfer to Concentra Preferred Systems, entry of
appropriate bills into a customized, Data Access Point system, on-site bill
entry by a Concentra Preferred Systems employee into the Data Access Point
system, and overnight mail or facsimile of client bills to a Concentra Preferred
Systems service center. These access strategies are designed to increase the
number of appropriate bills that Concentra Preferred Systems receives, while
minimizing the administrative cost to the client. Once a bill is electronically
or manually entered into the Healthcare Bill Management System, the bill is
evaluated against Concentra Preferred Systems licensed and proprietary databases
that are designed to identify instances of cost shifting, improper coding and
utilization and pricing issues. Following analysis of the bill, the bill passes
through Concentra Preferred System's client


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<PAGE>

preference  profile that is created at the time of Concentra  Preferred  Systems
initial  engagement with the client.  The Healthcare Bill Management System then
evaluates the  compatibility  of the service with the greatest  expected savings
with the service  requirements of the client and  electronically  sends the bill
for  processing  to  the  appropriate   Concentra   Preferred   Systems  service
department.


GOVERNMENT REGULATION

GENERAL

      As a provider of healthcare management and cost containment services, we
are subject to extensive and increasing regulation by a number of governmental
entities at the federal, state and local levels. We are also subject to laws and
regulations relating to business corporations in general. Applicable laws and
regulations are subject to frequent changes.

      Laws and regulations affecting our operations fall into four general
categories:

      o    workers' compensation and other laws that regulate the provision of
           healthcare services or the provision of cost containment services or
           require licensing, certification or other approval of services we
           provide;

      o    laws regarding the provision of healthcare services generally;

      o    laws regulating the operation of managed care provider networks; and

      o    other laws and regulations of general applicability.


WORKERS' COMPENSATION LAWS AND REGULATIONS

      In performing workers' compensation healthcare services and cost
containment services, we must comply with state workers' compensation laws.
Workers' compensation laws require employers to assume financial responsibility
for medical costs, a portion of lost wages and related legal costs of
work-related illnesses and injuries. These laws establish the rights of workers
to receive benefits and to appeal benefit denials. Workers' compensation laws
generally prohibit charging medical co-payments or deductibles to employees. In
addition, certain states restrict employers' rights to select healthcare
providers and establish maximum fee levels for treatment of injured workers.

      Many states are considering or have enacted legislation reforming their
workers' compensation laws. These reforms generally give employers greater
control over who will provide healthcare services to their employees and where
those services will be provided and attempt to contain medical costs associated
with workers' compensation claims. At present, 24 of the states in which we do
business have implemented treatment specific fee schedules that set maximum
reimbursement levels for healthcare services. The District of Columbia and 10
states provide for a "reasonableness" review of medical costs paid or reimbursed
by workers' compensation. When not governed by a fee schedule, we adjust our
charges to the usual, customary and reasonable levels accepted by the payor.

      Many states, including a number of those in which we transact business,
have licensing, and other regulatory requirements that apply to our specialized
cost containment and field case management business. Approximately half of the
states have enacted laws that require licensing of businesses that provide
medical review services, such as ours. Some of these laws apply to medical
review of care covered by workers' compensation. These laws typically establish
minimum standards for qualifications of personnel, confidentiality, internal
quality control and dispute resolution procedures. In addition, new laws
regulating the operation of managed care provider networks have been adopted by
a number of states. These laws may apply to managed care provider networks
having contracts with us or to provider networks that we have organized and may
organize in the future. To the extent that we are governed by these regulations,
we may be subject to additional licensing requirements, financial oversight and
procedural standards for beneficiaries and providers.


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<PAGE>

CORPORATE PRACTICE OF MEDICINE AND OTHER LAWS

      Most states limit the practice of medicine to licensed individuals or
professional organizations comprised of licensed individuals. Many states also
limit the scope of business relationships between business entities such as ours
and licensed professionals and professional corporations, particularly with
respect to fee-splitting between physicians and non-physicians. Laws and
regulations relating to the practice of medicine, fee-splitting and similar
issues vary widely from state to state, are often vague, and are seldom
interpreted by courts or regulatory agencies in a manner that provides guidance
with respect to business operations such as ours. We attempt to structure all of
our healthcare services operations to comply with applicable state statutes
regarding medical practice, fee-splitting and similar issues. However, there can
be no assurance:

      o    that courts or governmental officials with the power to interpret or
           enforce these laws and regulations will not assert that we are in
           violation of such laws and regulations; or

      o    that future interpretations of such laws and regulations will not
           require us to modify the structure and organization of our business.


FRAUD AND ABUSE LAWS

      The Anti-Kickback Statute prohibits the offer, payment, solicitation or
receipt of any form of remuneration to induce or in return for the referral of
Medicare or other governmental health program patients or patient care
opportunities, or in return for the purchase, lease or order of items or
services that are covered by Medicare or other governmental health programs.
Violations of the statute can result in the imposition of substantial civil and
criminal penalties. In addition, as of January 1, 1995, certain anti-referral
provisions, the Stark Amendments, prohibit a physician with a "financial
relationship" with an entity from referring a patient to that entity for the
provision of any of 11 "designated medical services", some of which are provided
by physician groups affiliated with us.

      At least seven of the states where we conduct our healthcare services
business-Arizona, California, Florida, Illinois, Maryland, New Jersey, and
Texas-have enacted statutes similar in scope and purpose to the Anti-Kickback
Statute, with applicability to services other than those covered by Medicare or
other governmental health programs. In addition, most states have statutes,
regulations or professional codes that restrict a physician from accepting
various kinds of remuneration in exchange for making referrals. Even in states
which have not enacted such statutes, we believe that regulatory authorities and
state courts interpreting these statutes may regard federal law under the
Anti-Kickback Statute and the Stark Amendments as persuasive.

      We believe that our arrangements with the physician groups should not
violate the Anti-Kickback Statute, the Stark Amendments and applicable state
laws. However, all of the above laws are subject to modification and
interpretation and have not often been interpreted by appropriate authorities in
a manner applicable to our business. Moreover, these laws are enforced by
authorities vested with broad discretion. We have attempted to structure all of
our operations so that they should not violate any applicable anti-kickback and
anti-referral prohibitions. We also continually monitor developments in this
area. If these laws are interpreted in a manner contrary to our interpretation
or are reinterpreted or amended, or if new legislation is enacted with respect
to healthcare fraud and abuse, illegal remuneration or similar issues, we will
seek to restructure any affected operations to maintain our compliance with
applicable law. We cannot assure you that such restructuring will be possible,
or, if possible, will not adversely affect our business or results of
operations.


SPECIALIZED COST CONTAINMENT SERVICES

      Many of our specialized cost containment services include prospective or
concurrent review of requests for medical care or therapy. Approximately half of
the states have enacted laws that require licensure, certification or other
approval of businesses, such as ours, that provide medical review services. Some
of these laws apply to medical review of care covered by workers' compensation.
These laws typically establish minimum standards for qualifications of
personnel, confidentiality, internal quality control and dispute resolution
procedures. These regulatory


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<PAGE>

programs  may result in increased  costs of operation  for us, which may have an
adverse impact upon our ability to compete with other available alternatives for
healthcare cost control.


USE OF PROVIDER NETWORKS

      Our ability to provide comprehensive healthcare management and cost
containment services depends in part on our ability to contract with or create
networks of healthcare providers which share our objectives. For some of our
clients, we offer injured workers access to networks of providers who are
selected by us for quality of care and pricing. Laws regulating the operation of
managed care provider networks have been adopted by a number of states. These
laws may apply to managed care provider networks having contracts with us or to
provider networks that we may develop or acquire. To the extent these
regulations apply to us, we may be subject to:

      o    additional licensing;

      o    requirements;

      o    financial oversight; and

      o    procedural standards for beneficiaries and providers.


ERISA

      The provision of goods and services to certain types of employee health
benefit plans is subject to the Employee Retirement Income Security Act of 1974,
or ERISA. ERISA is a complex set of laws and regulations subject to periodic
interpretation by the Internal Revenue Service and the Department of Labor.
ERISA regulates certain aspects of the relationship between our managed care
contracts and employers that maintain employee benefit plans subject to ERISA.
The Department of Labor is engaged in ongoing ERISA enforcement activities that
may result in additional constraints on how ERISA-governed benefit plans conduct
their activities. We cannot assure you that future revisions to ERISA or
judicial or regulatory interpretations of ERISA will not have a material adverse
effect on our business or results of operations.


ENVIRONMENTAL

      We are subject to various federal, state and local laws and regulations
for the protection of human health and environment, including the disposal of
infectious medical waste and other waste generated at our occupational
healthcare centers. If an environmental regulatory agency finds any of our
centers to be in violation of environmental laws, penalties and fines may be
imposed for each day of violation, and the affected facility could be forced to
cease operations. While we believe that our environmental practices, including
waste handling and discharge practices, are in material compliance with
applicable law, future claims or changes in environmental laws could have an
adverse effect on our business.


SEASONALITY

      Our healthcare services business is seasonal in nature. Although our
expansion of services and continuing growth may obscure the effect of
seasonality in our financial results, our first and fourth quarters generally
reflect lower net healthcare services revenues on a same market basis when
compared to the second and third quarters.

      Plant closings, vacations and holidays during the first and fourth
quarters result in fewer patient visits at our occupational healthcare centers,
primarily because of fewer occupational injuries and illnesses during those
periods. In addition, employers generally hire fewer employees during the fourth
quarter, thereby reducing the number of pre-employment physical examinations and
drug and alcohol tests conducted at our centers during that quarter. See
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations--Seasonality."


                                       65
<PAGE>

INSURANCE

      We and our physician groups maintain medical malpractice insurance in the
amount of $1.0 million per incident/$3.0 million annual aggregate per provider,
subject to an annual aggregate limit in the amount of $20.0 million. Pursuant to
the management agreements between us and the physician groups, each physician
group has agreed to indemnify us from certain losses, including medical
malpractice. We maintain an errors and omissions liability insurance policy
covering all aspects of our managed care services. This policy has limits of
$1.0 million per claim/$3.0 million annual aggregate.

      In addition, we maintain $3.0 million of general liability insurance and
an umbrella policy that provides excess insurance coverage for medical
malpractice and for errors and omissions in the amount of $30.0 million per
occurrence and $30.0 million in the aggregate.


EMPLOYEES

      We had approximately 8,800 employees at November 1, 1999. None of our
employees is subject to a collective bargaining agreement. We have experienced
no work stoppages and believe that our employee relations are good. All
physicians, physician assistants and physical therapists providing professional
services in our occupational healthcare centers are either employed by or under
contract with the physician groups.


PROPERTIES

      Our principal corporate office is located in Boston, Massachusetts. We
lease the 11,000 square feet of space in this site pursuant to a lease agreement
expiring in 2003. We make annual rental payments under that lease of $396,000.
Except for 12 properties owned by us, we lease all of our offices located in 49
states, the District of Columbia and Canada. Twelve of our offices are leased
from Colonial Realty Trust, of which Lois E. Silverman, a former director of
Concentra, is a trustee and beneficiary. We believe that our facilities are
adequate for our current needs and that suitable additional space will be
available as required.

                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

CONCENTRA OPERATING

      The directors and executive officers of Concentra Operating are identical
to and hold identical positions as the persons identified below as directors and
executive officers of Concentra.


CONCENTRA

      Executive officers of Concentra are elected annually by the board of
directors and serve until successors are duly elected and qualified. There are
no arrangements or understandings between any officer and any other person under
to which the officer was selected, and there are no family relationships between
any of our executive officers or directors. The names, ages and positions of the
executive officers and directors of Concentra are listed below along with their
business experience during at least the past five years.

       NAME                    AGE            POSITION
Daniel J. Thomas                41            Director, President and Chief
                                              Executive Officer
Thomas E. Kiraly                39            Executive Vice President, Chief
                                              Financial Officer and Treasurer
James M. Greenwood              38            Executive Vice President
                                              Corporate Development
Richard A. Parr II              41            Executive Vice President,
                                              General Counsel and Secretary

                                       66
<PAGE>




W. Tom Fogarty, M.D.            52            Senior Vice President and Chief
                                              Medical Officer
Paul B. Queally                 35            Chairman and Director
John K. Carlyle                 44            Director
Carlos Ferrer                   45            Director
D. Scott Mackesy                31            Director
Steven E. Nelson                45            Director and President of
                                              Concentra Preferred Systems, Inc.
Andrew M. Paul                  43            Director

      DANIEL J. THOMAS has served as a Director of Concentra since January 1998.
He has served as President and Chief Executive Officer of Concentra since
September 1998, and he served as President and Chief Operating Officer of
Concentra from January 1998 until September 1998. He served as Executive Vice
President and President of the Practice Management Services subsidiary of
Concentra from August 1997 until January 1998. He served as a director of
OccuSystems and as its President and Chief Operating Officer from January 1997
to August 1997. From April 1993 through December 1996, Mr. Thomas served as
OccuSystems' Executive Vice President and Chief Operating Officer. Prior to
joining OccuSystems in 1993, Mr. Thomas served in various capacities with
Medical Care International, Inc., most recently as its Senior Vice President and
Divisional Director. Mr. Thomas is a certified public accountant.

      THOMAS E. KIRALY has served as Executive Vice President, Chief Financial
Officer and Treasurer of Concentra since May 25, 1999. Prior to that time, Mr.
Kiraly served as the principal accounting and financial officer of BRC Holdings,
Inc. from December 1988 to May 1999. BRC Holdings, Inc., based in Dallas, Texas,
was a diversified provider of specialized information systems and services to
healthcare institutions and local governments and was acquired in February 1999
by Affiliated Computer Services, Inc., another Dallas, Texas based provider of
information services. During his tenure at BRC Holdings, Inc., Mr. Kiraly held
the titles of Executive Vice President and Chief Financial Officer from March
1994 through May 1999 and Vice President of Finance from December 1988 through
March 1994. Prior to that time, Mr. Kiraly was a Senior Management Consultant
with Touche Ross & Co., a predecessor to Deloitte & Touche L.L.P., a national
accounting firm, from May 1985 until December 1988.

      JAMES M. GREENWOOD has served as Executive Vice President of Corporate
Development since February 1998 and as Senior Vice President of Corporate
Development of Concentra from August 1997 to February 1998. He served as
OccuSystems' Chief Financial Officer from 1993 when he joined OccuSystems as a
Vice President until August 1997. Mr. Greenwood served as a Senior Vice
President of OccuSystems since May 1994. From 1988 until he joined OccuSystems
in 1993, Mr. Greenwood served in numerous positions with Bank One, Texas, N.A.,
and its predecessors, most recently as Senior Vice President and Manager of
Mergers and Acquisitions.

      RICHARD A. PARR II has served as Executive Vice President, General Counsel
and Secretary of Concentra since August 1997. He served as OccuSystems'
Executive Vice President, General Counsel and Secretary from August 1996 to
August 1997. Prior to joining OccuSystems, Mr. Parr served as Vice President and
Assistant General Counsel of OrNda HealthCorp, a national hospital management
company, from April 1993 through August 1996 and as Associate General Counsel of
OrNda HealthCorp from September 1991 through March 1993.

      W. TOM FOGARTY, M.D. has served as Senior Vice President and Chief Medical
Officer of Concentra since August 1997. He served as OccuSystems' Senior Vice
President and Chief Medical Officer from September 1995 to August 1997. From
1993 to September 1995, Dr. Fogarty served as Vice President and Medical
Director of OccuSystems. From 1992 to 1993, he served as a Regional Medical
Director of OccuSystems and, from 1985 until 1992, as a medical director of one
of OccuSystems' centers.

      PAUL B. QUEALLY is a director and the Chairman of Concentra. He has served
as a managing member or general partner of the respective sole general partner
of Welsh Carson and other associated investment partnerships since February
1996. Prior to joining Welsh Carson in February 1996, Mr. Queally held various
positions, including, most recently, General Partner, at The Sprout Group, a
private equity affiliate of Donaldson, Lufkin & Jenrette, since 1987. He is
Chairman of New American Healthcare Corp and a director of Medcath, Inc. and
several private companies.


                                       67
<PAGE>


      JOHN K. CARLYLE served as a Director of Concentra since August 1997 and
Chairman from September 1998 until August 17, 1998. Mr. Carlyle also served as
Chairman of the Board of Directors of Concentra from August 1997 to January
1998. Mr. Carlyle is currently President and CEO of MAGELLA Healthcare
Corporation, a private physician practice management company devoted to the area
of neonatology and perinatology. Mr. Carlyle served as OccuSystems' Chairman and
Chief Executive Officer from January 1997 until August 1997. He joined
OccuSystems in 1990 as its President and served in that capacity until December
1996. Mr. Carlyle served as the Chief Executive Officer and a director of
OccuSystems from 1991 until August 1997. Mr. Carlyle has served as a director of
National Surgery Centers, Inc., an owner and operator of free standing,
multi-specialty ambulatory surgery centers, since 1991. He also serves as a
director of several other private companies.

      CARLOS FERRER is a director of Concentra. He has served as a member of the
general partner of Ferrer Freeman Thompson & Co. since 1995. Prior to 1995 he
was employed by Credit Suisse First Boston Corporation, as a Managing Director
responsible for the firm's investment banking activities in the healthcare
industry. He is a director of Sicor, Inc. and several private companies and is
Chairman of the Board of Trustees of the Cancer Research Institute.

      D. SCOTT MACKESY is a director of Concentra. He has served as an employee
of WCA Management Corporation, an affiliate of Welsh Carson since 1998. Prior to
joining Welsh Carson in 1998, Mr. Mackesy was employed from 1992 to 1998 by
Morgan Stanley Dean Witter & Co., most recently as a Vice President in its
investment research department.

     STEVEN E. NELSON is a director of Concentra.  He has served as President of
Concentra  Preferred Systems since August 1997. Prior to August 1997, Mr. Nelson
served as President and Chief Executive  Officer of Preferred  Payment  Systems,
Inc. since 1990.

      ANDREW M. PAUL is a director of Concentra. He has served as a managing
member or general partner of the respective sole general partners of Welsh
Carson and other associated investment partnerships since 1984. He is a director
of Centennial Healthcare Corporation, Accredo Health, Incorporated and several
private companies.


THE BOARD OF DIRECTORS

CORPORATE GOVERNANCE

      Pursuant to the Delaware General Corporation Law, as implemented by
Concentra's Certificate of Incorporation and Bylaws, the business, property and
affairs of Concentra are managed under the direction of a board of directors.
Members of this board are kept informed of the Concentra's business through
discussions with the Chairman, the President and other officers, by reviewing
materials provided to them and by participating in meetings of the board and its
committees.

      During 1998, the board of directors held a total of 13 meetings, including
4 regular meetings and 9 special meetings. Each director attended more than 75%
of the aggregate of (1) the total number of meetings held by the board and (2)
the total number of meetings held by all committees of the board on which he
served.


COMMITTEES OF THE BOARD OF DIRECTORS

      During 1998, the board of directors of Concentra had two standing
committees: an Audit Committee, now known as the Audit and Compliance Committee
and an Option and Compensation Committee, now known as the Compensation
Committee.

      The Audit Committee held two meetings in 1998. The Audit Committee reviews
the adequacy of Concentra's system of internal controls and accounting
practices. In addition, the Audit Committee reviews the scope of the annual
audit of Concentra's independent public accountants, Arthur Anderson LLP, prior
to its commencement, and reviews the types of services for which Concentra
retains Arthur Anderson LLP. Commencing in December 1998, the board of directors
designated the Audit Committee as the committee charged with primary oversight
of Concentra's Corporate Integrity Program, currently under development.


                                       68
<PAGE>

      The Option and Compensation Committee held six meetings in 1998. The
functions of the Option and Compensation Committee are to establish annual
salary levels, approve fringe benefits and administer any special compensation
plans or programs for officers of Concentra, review and approve the salary
administration program for Concentra and administer Concentra's incentive and
stock option plans.

     During the fiscal year ended  December 31, 1998, the members of the Audit
Committee were Willis D. Gradison, Jr., Mitchell T. Rabkin, M.D. and Lois E.
Silverman. Currently, D.Scott Mackesy, Steven E. Nelson and John K. Carlyle
serve on the Audit and Compliance Committee.

     During the fiscal year ended  December 31, 1998, the members of the Option
and Compensation  Committee were John K. Carlyle, George H. Conrades and Robert
A. Ortenzio. Currently, John K. Carlyle, Carlos Ferrer, Paul B. Queally and
Andrew M. Paul serve on the Compensation Committee.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Messrs.  Paul and Queally are managing  members of the sole general partner
of Welsh Carson. Because of these affiliations,  Messrs. Paul and Queally may be
deemed to have a material  interest  in the  matters  described  under  "Certain
Relationships and Related Transactions--Equity Investor Agreements."


COMPENSATION OF DIRECTORS

      CONCENTRA OPERATING. None of the directors of Concentra Operating will
receive any remuneration from Concentra Operating for their attendance at board
and committee meetings during 1999.

      CONCENTRA. During 1998, each director who was not also an employee of
Concentra automatically received options for 5,000 shares of Concentra common
stock and restricted stock valued at $15,000 under Concentra's 1997 Long-Term
Incentive Plan to each director who was not an employee on the date of each
annual meeting of Concentra stockholders. During such period, Concentra
directors who were also employees of Concentra received no remuneration for
attendance at board and committee meetings.

      Concentra directors who are not employees receive compensation that is in
accordance with the Welsh Carson's customary practices and consistent with
compensation paid to directors in comparable public companies.

                                       69
<PAGE>







EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

      The following table summarizes the compensation paid to Concentra's Chief
Executive Officer, former Chief Executive Officer, and four most highly
compensated executive officers other than the Chief Executive Officer and the
former Chief Executive Officer who were serving as executive officers at the end
of fiscal year 1998 during (a) fiscal year 1998 by Concentra, and (b) fiscal
years 1997 and 1996 by Concentra and its predecessors, CRA or OccuSystems.
These executive officers are referred to as the named executive officers.
<TABLE>
<CAPTION>
                                                                                                LONG-TERM
                                                                                              COMPENSATION
                                                                                                 AWARDS
                                                                                               SECURITIES
                                                                                               UNDERLYING       ALL OTHER
                                                           ANNUAL COMPENSATION                OPTIONS/SARS     COMPENSATION
                                                  -------------------------------------       -------------    -------------
<S>                                               <C>       <C>                 <C>           <C>                <C>
NAME AND PRINCIPAL POSITION                       YEAR     SALARY ($)(1)      BONUS ($)       (#)(2)             ($)(3)
Daniel J. Thomas                                  1998       294,241                  0        250,000            3,276(4)
President and Chief Executive                     1997       248,807             65,000        130,000              198
Officer, Director                                 1996       225,000             60,000              0              198

James M. Greenwood                                1998       247,495                  0        250,000            3,250
Executive Vice President of                       1997       212,974             52,500         85,000             1989
Corporate Development                             1996       170,000             40,000              0              198

Richard A. Parr II                                1998       230,000                  0         30,000            5,718
Executive Vice President,                         1997       212,879             52,500         50,000              198
General Counsel and Secretary                     1996        79,166             35,000         50,000               66

Joseph F. Pesce                                   1998       289,221                  0        230,000            9,243
Executive Vice President, Chief                   1997       245,096             86,500        130,000           12,720
Financial Officer and Treasurer                   1996       235,000            108,100        160,740           17,955

W. Tom Fogarty, M.D.                              1998       240,000                  0         30,000            3,416
Senior Vice President and Chief                   1997       223,671             55,000         75,000              864
Medical Officer                                   1996       166,667             15,000             --              522

Donald J. Larson                                  1998       434,540                  0             --            5,161(5)
Former Chairman, President and                    1997       320,204            116,500        100,000            3,200
Chief Executive Officer                           1996       250,000            161,000        178,600            3,000
</TABLE>

(1)  Salaries for the currently  employed named  executives  officers  effective
     January  1, 1999 are  $400,000  for Mr.  Thomas,  $300,000  for Mr.  Pesce,
     $270,000 for Mr.  Greenwood,  $260,000 for Dr. Fogarty and $250,000 for Mr.
     Parr.

(2)  Represents long-term awards of options and restricted stock.

(3)  Amounts shown represent, to the extent that the named executive officer
     participated in the Employee Stock Purchase and the 401(k) Plans, (a) the
     purchase discount on shares of Concentra common stock purchased pursuant
     to Concentra's Employee Stock Purchase Plan, (b) Concentra's matching
     provision under Concentra's 401(k) Plan and (c) premiums paid by Concentra
     for group term life insurance that is taxable compensation to the named
     executive officers.

(4)  Excludes  relocation  related costs and benefits  totaling $158,709 paid to
     Mr. Thomas in 1998  associated  with his relocation  from Dallas,  Texas to
     Boston, Massachusetts.

                                       70
<PAGE>


(5)   Excludes payments totaling $1,354,092 paid to Mr. Larson in connection
      with his resignation from Concentra as its Chairman, President and Chief
      Executive Officer in September of 1997 comprised of salary continuation
      payments of $1,150,000, transfer of the cash surrender value of a
      split-dollar life insurance policy of $168,592, consulting fees of $25,000
      and other benefits of $10,500. Concentra is further obligated to pay Mr.
      Larson an additional $125,000 under his consulting agreement in 1999.


OPTION AND RESTRICTED STOCK GRANTS

      The named executive officers and other key executives of Concentra were
granted new options to acquire up to 10.5% of Concentra common stock following
the merger at a price per share equal to $16.50 under Concentra's 1999 Stock
Option and Restricted Stock Purchase Plan. Some of these new options are
non-qualified and vest 20% per year over a five year period; other options vest
upon the achievement of certain performance criteria.

      The following tables set forth certain information concerning grants by
Concentra of stock options and restricted stock to each of the named executive
officers during 1998. In accordance with the rules of the Commission, the
potential realizable values under such options are shown based on assumed rates
of annual compound stock price appreciation of 5% and 10% over the full option
term from the date the option was granted.

<TABLE>
<CAPTION>
                        OPTION GRANTS IN LAST FISCAL YEAR
                                                                                                          POTENTIAL REALIZABLE
                                                                                                            VALUE AT ASSUMED
                                  NUMBER OF         $ OF TOTAL                                            ANNUAL RATES OF STOCK
                                 SECURITIES           OPTIONS                                             RICE APPRECIATION FOR
                                 UNDERLYING         GRANTED TO        EXERCISE OR                          OPTION TERM ($)(2)
                                   OPTIONS         EMPLOYEES IN       BASE PRICE      EXPIRATION          --------------------
                               GRANTED (#)(1)       FISCAL YEAR       ($/SHARE)          DATE               5%              10%
--------------                  ------------        ----------         ---------      ----------         ---------      ----------
<S>                                 <C>                 <C>              <C>            <C>  <C>         <C>            <C>
Daniel J. Thomas                    220,000             7.47%            $30.44         3/18/08          4,457,606      11,064,401
James M. Greenwood                  200,000             6.79%            $29.44         5/13/08          3,702,617       9,383,159
Richard A. Parr II                   30,000             1.02%            $29.44         5/13/08            555,393       1,407,474
Joseph F. Pesce                     200,000             6.79%            $29.44         5/13/08          3,702,617       9,383,159
W. Tom Fogarty, M.D.                 30,000             1.02%            $29.44         5/13/08            555,393       1,407,474
Donald J. Larsen                         --                --                --              --                 --              --
</TABLE>
------------------
(1) These options all became immediately vested upon the consummation of the
    merger with Yankee.

(2) These amounts represent certain assumed rates of appreciation only. Actual
    gains, if any, on stock option exercises will depend upon the future
    performance of Concentra's common stock.

                                       71
<PAGE>


            LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR (1)

<TABLE>
<CAPTION>
                                                                                              POTENTIAL REALIZABLE VALUE AT
                               NUMBER OF SECURITIES    % OF TOTAL                              ASSUMED ANNUAL RATES OF STOCK
                           UNDERLYING AWARDS GRANTED     OPTIONS                                PRICE APPRECIATION FOR OPTION
                                    (#)                PERFORMANCE     GRANTED TO    EXERCISE            TERM ($)(3)
                           -------------------------  PERIOD UNTIL   EMPLOYEES IN     PRICE   ------------------------------
                             STOCK      RESTRICTED    MATURATION OR   FISCAL YEAR   OF OPTIONS
                            OPTIONS        STOCK       PAYOUT (2)                  ($/SHARES)        5%              10%
                            -------      ---------    ------------   -----------    --------     ----------      ----------
<S>                          <C>           <C>           <C>              <C>         <C>            <C>          <C>
Daniel J. Thomas             21,000        9,000         1998-2005        1.02%       $29.44         820,240      1,672,322
James M. Greenwood           35,000       15,000         1998-2005        1.70%       $29.44       1,367,067      2,787,202
Richard A. Parr II               --           --                --           --           --              --             --
Joseph F. Pesce              21,000        9,000         1998-2005        1.02%       $29.44         820,240      1,672,322
W. Tom Fogarty, M.D.             --           --                --           --           --              --             --
Donald J. Larson                 --           --                --           --           --              --             --
</TABLE>
-----------------
(1)   These options and shares of restricted stock all became immediately vested
      upon the consummation of the merger with Yankee.

(2)   The awards listed in the table relate to the performance period beginning
      January 1, 1998 and ending December 31, 2005. All options became
      immediately vested upon the consummation of the merger with Yankee.

(3)   These amounts represent certain assumed rates of appreciation only. Actual
      gains, if any, on stock option exercises will depend upon the future
      performance of Concentra's common stock.

                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
             AND FISCAL YEAR-END OPTION AND RESTRICTED STOCK VALUES

      The following table provides information about option exercises by the
named executive officers during 1998 and the value realized by them (whether
through Concentra or one of its predecessors). The table also provides
information about the number and value of options held by the named executive
officers at December 31, 1998.
<TABLE>
<CAPTION>
                                                                                                          NUMBER OF SECURITIES
                                                                      UNDERLYING UNEXERCISED              VALUE OF IN-THE-MONEY
                                                                        OPTIONS AT FISCAL                   OPTIONS AT FISCAL
                                     SHARES                                 YEAR END (#)                    YEAR END ($)(2)(3)
                                   ACQUIRED ON        VALUE       ----------------------------       ----------------------------
          NAME                     EXERCISE (#)     REALIZED($)    EXERCISABLE    UNEXERCISABLE       EXERCISABLE    UNEXERCISABLE
                                  ----------       ---------       ----------     ------------        ----------     ------------
<S>                                   <C>             <C>             <C>             <C>               <C>              <C>
Daniel J. Thomas                       --             --              389,000         266,000           1,020,312        352,357
James M. Greenwood                     --             --              123,000         262,000                  --        352,358
Richard A. Parr II                     --             --               62,750          67,250                  --        160,163
Joseph F. Pesce                        --             --              179,803         368,834             272,857        364,754
W. Tom Fogarty, M.D.                   --             --              103,800          79,500             211,719        192,195
Donald J. Larson                       --             --                   --              --                  --             --
</TABLE>

(1)   Market value of underlying securities based on the closing price of
      Concentra's common stock on the Nasdaq National Market on the date of
      exercise, minus the exercise price.

(2)   Market value of securities underlying in-the-money options based on the
      closing price of Concentra's common stock on December 31, 1998 (the last
      trading day of the fiscal year) on the Nasdaq National Market of $10.69,
      minus the exercise price.

(3)   All options for the named executive officers became immediately vested
      upon the consummation of the merger with Yankee.

                                       72
<PAGE>


EMPLOYMENT AGREEMENTS

      Each of Daniel J. Thomas, Thomas A. Kiraly, James M. Greenwood, Richard A.
Parr II, and W. Tom Fogarty, M.D. have entered into employment agreements
between such individuals and Concentra. The principal terms of these employment
agreements are as follows:

      o    each agreement has a term of two years, subject to automatic renewal
           for additional one-year terms, unless terminated in accordance with
           the agreement's terms;

      o    each agreement provides for compensation consisting of base salary
           amounts, bonuses at the discretion of the board of directors of
           Concentra and participation in any employee benefit plan adopted by
           us for our employees;

      o    each agreement provides for a severance payment in the event of (1)
           termination by Concentra without cause, or (2) resignation by the
           employee for good reason; consisting of two years' base salary for
           Mr. Thomas and one year's base salary for Messrs. Greenwood, Kiraly,
           Parr and Fogarty; provided, however, if termination by Concentra
           occurs on or before August 17, 2000, each agreement provides for a
           severance payment consisting of two and half year's base salary for
           Mr. Thomas and two years' base salary for each of Messrs. Greenwood,
           Kiraly, Parr, and Fogarty.


OFFICERS' AND DIRECTORS' INDEMNIFICATION INSURANCE

      The merger agreement provides that, for a period of six years after the
effective time, Concentra will indemnify the present and former officers,
directors, employees and agents of Concentra and its subsidiaries from
liabilities arising out of actions or omissions in that capacity prior to the
effective time of the merger, to the full extent permitted under Delaware law or
as provided in Concentra's or its subsidiaries' organization documents or any
written indemnification agreements. In addition, the surviving entity will
maintain directors' and officers' insurance coverage for six years after the
effective time on terms no less favorable to such indemnified parties than
existing insurance coverage, but Concentra will not be required to pay an annual
premium in excess of 200% of the last premium paid prior to the date of the
merger agreement.


EMPLOYEE BENEFIT PLANS

1999 LONG-TERM INCENTIVE PLAN


GENERAL

      Concentra's board and stockholders approved its 1999 Stock Option and
Restricted Stock Purchase Plan in August 1999. The purpose of the 1999 Stock
Plan is to promote the interests of Concentra and its subsidiaries and the
interests of our stockholders by providing an opportunity to selected employees
and officers of Concentra and its subsidiaries and to other persons providing
services to Concentra and its subsidiaries to purchase Concentra common stock.
By encouraging such stock ownership, we seek to attract, retain and motivate
such employees and other persons and to encourage such employees and other
persons to devote their best efforts to our business and financial success.
Under the 1999 Stock Plan, we may grant incentive stock options and non
qualified stock options and restricted stock purchase awards to purchase an
aggregate of up to 3,750,000 shares of Concentra common stock. The following
summary describes the principal features of the 1999 Stock Plan and is qualified
in its entirety by reference to the specific provisions of the 1999 Stock Plan,
which is filed as an exhibit to the registration statement of which this
prospectus forms in part.


DESCRIPTION OF 1999 STOCK PLAN

      SHARES AND OPTIONS SUBJECT TO PLAN. The 1999 Stock Plan provides for the
grant of options or awards to purchase an aggregate 3,750,000 shares of common
stock, either in the form of incentive stock options intended to meet the
requirements of Section 422 of the Code or nonqualified stock options or
restricted stock purchase awards. The 1999 Stock Plan includes provisions for
adjustment of the number of shares of common stock available for grant of


                                       73
<PAGE>

award thereunder and in the number of shares of common stock underlying
outstanding options in the event of any stock splits, stock dividends or other
relevant changes in the capitalization of Concentra.

      ELIGIBILITY. Under the 1999 Stock Plan, employees, including officers, are
eligible to receive grants of either incentive stock options structures to
qualify under Section 422 of the Code, or nonqualified stock options and
restricted stock purchase awards, both of which are not intended to meet the
requirements of Code Section 422. Non-employee directors are eligible to be
granted only nonqualified options and awards.

      ADMINISTRATION. Administration of the 1999 Stock Plan has been delegated
to the Compensation Committee, consisting entirely of "Non-Employee Directors"
within the meaning of the Exchange Act, and "outside directors" within the
meaning of the Code. The Compensation Committee, within the parameters of the
1999 Stock Plan, has authority to determine to whom options and awards are
granted. All questions of interpretation or application of the 1999 Stock Plan
are determined by the Compensation Committee, whose decisions are final and
binding upon all participants.

      TERMS OF OPTIONS AND AWARDS. Each option or award granted will be
evidenced by a stock option or restricted stock purchase agreement.

      The Compensation Committee will fix the term and vesting provisions of all
options granted pursuant to the 1999 Stock Plan.

      The exercise price of incentive stock options may not be less than 100% of
the fair market value of the shares of common stock, as determined by the board
or the Compensation Committee, as the case may be, on the date the option is
granted. The exercise price of non-qualified stock options may not be less than
100% of the fair market value of the shares of common stock on the date the
option is granted. In addition, the aggregate fair market value of the shares of
stock with respect to which incentive stock options are exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000. In
addition, no incentive stock option shall be granted to an optionee who owns
more than 10% of the total combined voting power for all classes of stock of
Concentra, unless the exercise price is at least 110% of the fair market value
of the shares of common stock and the exercise period does not exceed 5 years.

      Restricted stock purchase awards granted under the 1999 Stock Plan will be
in such amounts and at such times as determined by the Compensation Committee.
The purchase price, as well as the vesting provisions, of such awards shall be
determined by the Compensation Committee and the purchase price may be equal to,
less than or more than the fair market value of the shares of common stock to be
awarded.

      TERM OF THE 1999 STOCK PLAN. The 1999 Stock Plan will continue in effect
until August 17, 2009 unless terminated prior to such date by the board.


CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE 1999 STOCK PLAN

      The tax consequences of incentive stock options, non-qualified stock
options and restricted stock purchase awards are quite complex. Therefore, the
description of tax consequences set forth below is necessarily general in nature
and does not purport to be complete. Moreover, statutory provisions are subject
to change, as are their interpretations, and their application may vary in
individual circumstances. Finally, the tax consequences under applicable state
and local income tax laws may not be the same as under the federal income tax
laws.

      Incentive stock options granted pursuant to the 1999 Stock Plan are
intended to qualify as "incentive stock options" within the meaning of Section
422 of the Code. If an optionee does not dispose of the shares acquired pursuant
to exercise of an incentive stock option within one year after the transfer of
such shares to the optionee and within two years from grant of the option such
optionee will recognize no taxable income as a result of the grant or exercise
of such option. However, for alternative minimum tax purposes the optionee will
recognize as an item of tax preference the difference between the fair market
value of the shares received upon exercise and the exercise price. Any gain or
loss that is subsequently recognized upon a sale or exchange of the shares may
be treated by the optionee as long-term capital gain or loss, as the case may
be. Concentra will not be entitled to a deduction for fed-


                                       74
<PAGE>

eral income tax purposes with respect to the issuance of an incentive stock
option, the transfer of shares upon exercise of the option of the ultimate
disposition of such shares provided the holding period requirements are
satisfied.

      If shares received upon exercise of an incentive stock option are disposed
or prior to satisfaction of the holding period requirements, the optionee
generally will recognize taxable ordinary income, in the year in which such
disqualifying disposition occurs, in an amount equal to the lesser of (1) the
excess of the fair market value of the shares on the date of exercise over the
exercise price, and (2) the gain recognized on such disposition. Such amount
will ordinarily be deductible by Concentra for federal income tax purposes in
the same year, provided that the company satisfies certain federal income tax
information reporting requirements. In addition, the excess, if any, of the
amount realized by the exercise of the incentive stock option will be treated as
capital gain, long-term or short-term, depending on whether, after exercise of
the option, the shares were held for more than one year.

      Non-qualified stock options may be granted under the 1999 Stock Plan. An
optionee generally will not recognize any taxable income upon grant of a
non-qualified stock option. The optionee will recognize taxable ordinary income,
at the time of exercise of such option, in an amount equal to the excess of the
fair market value of the shares on the date of exercise over the exercise price.
Such amount will ordinary be deductible by Concentra in the same year, provided
that Concentra satisfies certain federal income tax information reporting
requirements. Any gain or loss that is subsequently recognized by the optionee
upon a sale or exchange of the shares will be capital gain or loss, long-term or
short-term, depending on whether, after the exercise of the option, the shares
were held for more than one year prior to such sale or exchange.

      Restricted stock purchase awards may also be granted pursuant to the 1999
Stock Plan. A recipient of a restricted stock purchase award generally will not
recognize taxable income upon the purchase of shares of restricted stock, unless
he or she makes a timely election under Section 83(b) of the Code. Such a
recipient, however, would recognize taxable ordinary income and the holding
period for such shares would commence at the time that such shares become
vested, in amount equal to the excess of the fair market value of the shares at
the time over the purchase price paid for such shares. If, on the other hand,
the recipient makes a timely election under Section 83(b), he or she would
recognize taxable ordinary income and the holding period for such shares would
commence at the time of purchase, in an amount equal to the excess of the fair
market value of the shares at that time, determined without regard to any
transfer restrictions imposed on the shares, vesting provisions or any
restrictions imposes by the securities laws, over the purchase price paid for
such shares. In either case, Concentra should be entitled to a deduction in an
amount equal to the ordinary income recognized by the recipient in the same year
that the recipient recognized such income, provided that the company satisfies
certain federal income tax information reporting requirements. Any gain or loss
that is subsequently recognized by the recipient upon a sale or exchange of the
shares will be capital gain or loss, long-term or short-term, depending on
whether the shares were held for more than one year prior to such sale or
exchange.


 401(K) PLAN

      Concentra has a defined contribution retirement plan which complies with
Section 401(k) of the Internal Revenue Code. Substantially all employees of
Concentra, including certain officers and directors of Concentra, who have
completed six months of service are eligible to participate in the Concentra
Managed Care, Inc. 401(k) Plan. Generally, employees may contribute amounts up
to a maximum of 15% of the employee's compensation. Under the plan, Concentra
has the option of matching up to 50% of the participants' pretax contributions
up to a maximum of 6% of compensation. For fiscal year 1998, Concentra elected
to match 50% of up to 4% of compensation.


EMPLOYEE STOCK PURCHASE PLAN

      Until March 2, 1999, Concentra maintained an Employee Stock Purchase Plan
that permitted substantially all employees to acquire Concentra common stock at
the end of each specified period at a purchase price of 85% of the lower of the
fair market value at the end of the participation period. Periods were
semi-annual and began on January 1 and July 1 of each year. Employees were
allowed to designate up to 15% of their base compensation for the purchase of
common stock. The Option and Compensation Committee administered the Employee
Stock Purchase Plan. On March 2, 1999, Concentra terminated the Employee Stock
Purchase Plan. The final period for which participating employees acquired
shares of Concentra's common stock began on January 1, 1999 and ended March 2,
1999.


                                       75
<PAGE>

                             PRINCIPAL STOCKHOLDERS

      After the merger and related transactions, all of the issued and
outstanding capital stock of Concentra Operating is owned by Concentra. The
table below contains information regarding the beneficial ownership of
Concentra's common stock as of , 1999 by

      o    each stockholder who owns beneficially five percent or more of
           Concentra's common stock,

      o    each director of Concentra,

      o    each executive officer and

      o    all directors and officers as a group.

      The number of shares beneficially owned by each stockholder, director or
officer is determined according to the rules of the Commission, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under current rules, beneficial ownership includes any shares as to
which the individual or entity has sole or shared voting power or investment
power. As a consequence, several persons may be deemed to be the "beneficial
owners" of the same shares. Unless otherwise noted in the footnotes to this
table, each of the stockholders named in this table has sole voting and
investment power with respect to the Concentra common shares shown as
beneficially owned. The percentage ownership of each stockholder is calculated
based on 25,676,498 shares outstanding as of , 1999.

<TABLE>
<CAPTION>
                                                                        BENEFICAL OWNERSHIP
                                                                      IMMEDIATELY AFTER MERGER
                                                                    ----------------------------
                            NAME AND ADDRESS                           AMOUNT         PERCENTAGE
                                                                    -------------    ------------
<S>                                                                   <C>                 <C>
Welsh, Carson, Anderson & Stowe VIII, L.P.(1)...................      16,889,066          65.78%
      320 Park Avenue, Suite 2500
      New York, NY 10022

Healthcare Capital Partners L.P.(2).............................       1,854,545           7.22
      c/o Ferrer Freeman Thompson & Co.
      The Mill
      10 Glenville Street
      Greenwich, CT 06831

California State Teachers' Retirement System ...................       1,322,473           5.15
      c/o Welsh, Carson, Anderson & Stowe
      320 Park Avenue, Suite 2500
      New York, NY 10022

Daniel J. Thomas................................................          33,000(3)       *
      c/o Concentra Operating Corporation
      312 Union Wharf
      Boston, MA 02109

Thomas E. Kiraly ...............................................              --          *
      c/o Concentra Operating Corporation
      312 Union Wharf
      Boston, MA 02109

James M. Greenwood  ............................................           8,250(3)       *
      c/o Concentra Operating Corporation
      5080 Spectrum Drive
      Suite 400, West Tower
      Addison, TX 75248
</TABLE>

                                       76
<PAGE>


                             PRINCIPAL STOCKHOLDERS
<TABLE>
<CAPTION>
                                                                                BENEFICAL OWNERSHIP
                                                                             IMMEDIATELY AFTER MERGER
                                                                           ----------------------------
                            NAME AND ADDRESS                                AMOUNT         PERCENTAGE
                                                                         -------------    ------------
<S>                                                                            <C>             <C>
Richard A. Parr II .................................................           15,000(3)       *
      c/o Concentra Operating Corporation
      5080 Spectrum Drive
      Suite 400, West Tower
      Addison, TX 75248

W. Tom Fogarty, M.D. ...............................................           50,000           *
      c/o Concentra Operating Corporation
      312 Union Wharf
      Boston, MA 02109


Paul B. Queally (4).................................................       16,394,343          63.81
      c/o Welsh, Carson, Anderson & Stowe
      320 Park Avenue, Suite 2500
      New York, NY 10022

John K. Carlyle ....................................................               --           *
      c/o Concentra Operating Corporation
      312 Union Wharf
      Boston, MA 02109

Carlos Ferrer (5)...................................................        1,854,545           7.22
      c/o Ferrer Freeman Thompson & Co.
      The Mill
      10 Glenville Street
      Greenwich, CT 06831

D. Scott Mackesy (6) ...............................................       16,384,170          63.78
      c/o Welsh, Carson, Anderson & Stowe
      320 Park Avenue, Suite 2500
      New York, NY 10022

Steven E. Nelson ...................................................           18,182          *
      c/o Concentra Operating Corporation
      312 Union Wharf
      Boston, MA 02109

Andrew M. Paul (7) .................................................       16,440,848          64.00
      c/o Welsh, Carson, Anderson & Stowe
      320 Park Avenue, Suite 2500
      New York, NY 10022

All directors and executive officers as a group (12 individuals)....       18,455,164          71.88
</TABLE>
---------------
* Less than one percent.

(1)   Certain of the shares reflected as owned by Welsh, Carson, Anderson &
      Stowe VIII, L.P. are owned beneficially and of record by WCAS Healthcare
      Partners, L.P. (60,606). An aggregate 515,604 shares included as
      beneficially owned by Welsh, Carson, Anderson & Stowe VIII, L.P. are owned
      beneficially and of record by individuals who are members of the limited
      liability company that serves as its sole general partner, including
      Messrs. Queally and Paul, and individuals employed by its investment
      advisor, including Mr. Mackesy.

(2)   Certain of the shares reflected as owned by Health Care Capital Partners,
      L.P. are owned beneficially and of record by Health Care Executive
      Partners L.P. (73,675).

                                       77
<PAGE>

(3)   These shares are restricted and relate to the performance period beginning
      January 1, 1998 and ending December 31, 2005. The lapsing of restrictions
      for each officer occurs seven years after the date of grant or earlier if
      based on the level of attainment of an earnings per share growth
      objective.

(4)   Certain of the shares reflected as owned by Mr. Queally are owned
      beneficially and of record by Welsh, Carson, Anderson & Stowe VIII, L.P.
      (16,312,856) and WCAS Healthcare Partners, L.P. (60,606). Mr. Queally
      disclaims beneficial ownership of such shares.

(5)   The shares reflected as owned by Mr. Ferrer are owned beneficially and of
      record Health Care Capital Partners, L.P. (1,780,870) and Health Care
      Executive Partners L.P. (73,675). Mr. Ferrer disclaims beneficial
      ownership of such shares.

(6)   Certain of the shares reflected as owned by Mr. Mackesy are owned
      beneficially and of record by Welsh, Carson, Anderson & Stowe VIII, L.P.
      (16,312,856) and WCAS Healthcare Partners, L.P. (60,606). Mr. Mackesy
      disclaims beneficial ownership of such shares.

(7)   Certain of the shares reflected as owned by Mr. Paul are owned
      beneficially and of record by Welsh, Carson, Anderson & Stowe VIII, L.P.
      (16,312,856) and WCAS Healthcare Partners, L.P. (60,606). Mr. Paul
      disclaims beneficial ownership of such shares.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

EQUITY INVESTOR AGREEMENTS

      PURCHASE AGREEMENT

      In connection with its investment in Yankee, Ferrer Freeman entered into a
subscription agreement to purchase 1,854,545 shares of Yankee's Class A common
stock immediately prior to the merger, representing approximately 7% of Yankee's
outstanding capital stock. The Class A common stock of Yankee is identical in
all respects to Yankee's common stock except that the holders of Class A common
stock are entitled to elect one member to Yankee's board of directors. In the
merger, these shares of Yankee's Class A common stock were converted into an
equal number of shares of Class A common stock of Concentra with the same rights
as Yankee's Class A common stock prior to the merger.

      In connection with their investment in Yankee, the Welsh Carson investors
and the other investors entered into a subscription agreement to purchase
23,821,953 shares of Yankee's common stock immediately prior to the merger,
representing approximately 93% of Yankee's outstanding capital stock. In the
merger, these shares of Yankee's common stock were converted into an equal
number of shares of Concentra common stock with the same rights as Yankee's
common stock prior to the merger.


      STOCKHOLDERS AGREEMENT

      The Welsh Carson investors, the other investors, Ferrer Freeman and
Concentra also entered into a stockholders agreement. The stockholders agreement
does not provide for any agreements with the Welsh Carson investors, the other
investors, and Ferrer Freeman with respect to voting of shares or management of
Concentra. The stockholders agreement provides for:

      o    limitations on the transfer of shares owned by the investors;

      o    tag along rights for Ferrer Freeman, the other investors, and the
           Welsh Carson investors, other than Welsh Carson, to participate in
           proposed dispositions of Concentra common stock by Welsh Carson;

      o    in the event that Welsh Carson receives a third party offer to
           purchase a significant portion of the outstanding Concentra common
           stock, Welsh Carson may require Ferrer Freeman, the Welsh Carson
           investors and the other investors to accept the offer and sell their
           shares of Concentra to the third party; and


                                       78
<PAGE>


      o    preemptive rights to the investors to participate, on a pro rata
           basis according to their ownership of Concentra capital stock, in
           equity offerings of Concentra with certain customary exceptions.


      REGISTRATION RIGHTS AGREEMENT

      At the same time they executed the stockholders agreement, the Welsh
Carson investors, the other investors, Ferrer Freeman and Concentra entered into
a registration rights agreement. The registration rights agreement gives the
investors rights to require Concentra to register their shares of Concentra
capital stock under the Securities Act and to include, upon request, their
shares in any other registration of shares by Concentra.


THE MERGER AND DISCOUNT DEBENTURES

      Welsh Carson controlled Yankee prior to the merger. Messrs. Queally and
Paul, who are members of the general partner of Welsh Carson, may be deemed to
have controlled Yankee prior to the merger. For a description of the merger see
"The Transactions and Use of Proceeds."

      In addition, WCAS Capital Partners III, L.P., an investment partnership
affiliated with Welsh Carson, bought $83.9 million face amount of 14% senior
discount debentures due 2010 of Concentra and warrants to acquire 619,356 shares
of Concentra common stock for $42.7 million at the time of the merger. Messrs.
Queally and Paul, who are members of the general partner of WCAS Capital
Partners III, L.P., may be deemed to control WCAS Capital Partners III, L.P. See
"The Transactions and Use of Proceeds."


OTHER RELATED PARTY TRANSACTIONS

      Lois E. Silverman, who was a director of Concentra until August 17, 1999,
is one of the trustees and beneficiaries of Colonial Realty Trust, which leases
twelve offices to Concentra for an annual aggregate consideration of $700,000.
We believe that the rental rates paid to Colonial Realty Trust are fair market
rental rates.

      W. Tom Fogarty, M.D., an executive officer of Concentra, is the President,
a director and a member of Occupational Health Centers of the Southwest, P.A.,
or OHCSW, and several other physician groups. We have entered into a 40 year
management agreement with each of the physician groups. OHCSW paid approximately
$119,091,000 in management fees to Concentra in 1998 under its management
agreement.


                                       79
<PAGE>


                       DESCRIPTION OF CERTAIN INDEBTEDNESS

THE SENIOR CREDIT FACILITIES

     In connection with the merger, Concentra Operating entered into the senior
credit facilities with a syndicate of financial institutions for which Chase
Securities Inc. and DLJ Capital Funding, Inc. acted as Co-Lead Arrangers and
Joint Book Managers. The Chase Manhattan Bank acted as Administrative Agent. DLJ
Capital Funding, Inc. acted as Syndication Agent. Credit Suisse First Boston and
Fleet National Bank acted as Co-Documentation Agents. The following is a summary
of the material terms and conditions of the senior credit facilities and is
subject to the detailed provisions of the senior credit facilities and the
various related documents entered into in connection with the senior credit
facilities.

     BORROWER. The borrower under the senior credit facilities was Concentra
Operating.

     LOANS; INTEREST RATES. The senior credit facilities consist of:

     (1)  the term loan facilities consisting of:

          o  a 7 year $250.0 million tranche B term loan facility, and

          o  an 8 year $125.0 million tranche C term loan facility, and

     (2)  the revolving credit facility of up to $100.0 million, including a
          letter of credit sub-facility of $25.0 million.

     The borrowings under the term loan facilities, together with the aggregate
net proceeds from the offering of old notes and the offering of discount
debentures, the equity contributions and the our remaining cash at the time of
the merger were used to fund the transactions. In addition, the revolving credit
facility will provide financing for future working capital, capital
expenditures, acquisitions and other general corporate purposes.

     The revolving credit facility will be available on a revolving basis until
September 30, 2005. At Concentra Operating's option, the senior credit
facilities will bear interest at either:

     (1)  the greater of (a) The Chase Manhattan Bank's prime rate and (b) the
          Federal Funds Effective Rate plus 0.005% plus an additional:

          o  1.75% for the revolving credit facility,

          o  2.25% for the tranche B term loan facility, and

          o  2.50% for the tranche C term loan facility, or

     (2)  the reserve-adjusted Eurodollar rate plus:

          o  2.75% for the revolving credit facility,

          o  3.25% for the tranche B term loan facility, and

          o  3.50% for the tranche C term loan facility;

PROVIDED, that the above rate for the revolving credit facility is subject to
adjustment based on changes in Concentra Operating's leverage ratios effective
four fiscal quarters after the closing of the senior credit facilities. The
default rate under the senior credit facilities is 2.0% above the otherwise
applicable rate.

     MATURITY OF LOANS. The revolving credit facility will mature on September
30, 2005. The term loan facilities will amortize over seven years for the
tranche B term loan facility and eight years for the tranche C term loan
facility.


                                       80
<PAGE>


     The tranche B term loan facility will be payable in 24 consecutive
quarterly installments of $625,000 beginning on September 30, 1999 until June
30, 2005. Beginning on September 30, 2005, Concentra Operating will pay four
consecutive quarterly installments of $58,750,000 until final maturity on June
30, 2006.

     The tranche C term loan facility will be payable in 28 consecutive
quarterly installments of $312,500 beginning on September 30, 1999 until June
30, 2006. Beginning on September 30, 2006, Concentra Operating will pay four
consecutive quarterly installments of $29,062,500 until final maturity on June
30, 2007.

     SECURITY. The senior credit facilities are secured by a first-priority lien
on:

     o  100% of the issued and outstanding capital stock of Concentra Operating
        held by Concentra;

     o  100% of the issued and outstanding capital stock of the direct and
        indirect subsidiaries of Concentra Operating, other than its joint
        ventures; and

     o  all other present and future assets and properties of Concentra
        Operating and its subsidiaries, other than its joint ventures.

     GUARANTORS. The senior credit facilities are guaranteed by Concentra and
each of Concentra Operating's present and future direct and indirect
subsidiaries, other than its joint ventures.

     PREPAYMENTS. In addition, the senior credit facilities provide for
mandatory repayments, subject to stated exceptions, of the Term Loan Facilities
and reductions in the revolving credit facility, based on certain net asset
sales outside the ordinary course of business of Concentra Operating and its
subsidiaries, from the net proceeds of specified debt and equity issuances, and
excess cash flow. Outstanding loans under the senior credit facilities are
voluntarily pre-payable without penalty; provided, however, that we will bear
any Eurodollar rate breakage costs.

     REPRESENTATIONS AND WARRANTIES. The senior credit facilities contain
representations and warranties customary for similar credit facilities.

     AFFIRMATIVE COVENANTS. The senior credit facilities contain affirmative
covenants customary for similar credit facilities.

     NEGATIVE COVENANTS. The senior credit facilities contain negative covenants
that limit the ability of Concentra Operating and its subsidiaries to among
other things:

     o  incur additional indebtedness or contingent obligations, issue
        guarantees or enter into operating leases;

     o  grant liens or negative pledges;

     o  make fundamental changes in their business, corporate structure or
        capital structure, including, among other things, entering into any
        merger, consolidation or amalgamation, or liquidating, winding up or
        dissolving itself;

     o  sell assets;

     o  make specified restricted payments;

     o  make capital expenditures;

     o  make investments, including the advancing of loans or extensions of
        credit; or enter into joint ventures, or make acquisitions of assets
        constituting a business unit or the capital stock of another entity;


                                       81
<PAGE>


     o  prepay, redeem or repurchase subordinated indebtedness, including the
        notes, or amend documents relating to other existing indebtedness or
        other material documents; and

     o  enter into transactions with affiliates.

     FINANCIAL COVENANTS. The senior credit facilities also contain financial
covenants requiring Concentra Operating to maintain:

     o  a maximum leverage ratio;

     o  a minimum interest coverage ratio; and

     o  a minimum fixed charge coverage ratio.

     EVENTS OF DEFAULT. The senior credit facilities also contain events of
default that are typical of similar credit facilities and appropriate in the
context of the transactions, including without limitation, subject to certain
exceptions, those related to:

     o  default in payment of principal and interest;

     o  materially incorrect representations or warranties;

     o  default in observance or performance of any of the affirmative or
        negative covenants included in the senior credit facilities'
        documentation or in the related security documents;

     o  cross-default in payment of other indebtedness of more than $10.0
        million;

     o  specified events of bankruptcy;

     o  specified ERISA events;

     o  specified judgments or decrees involving more than $5.0 million;

     o  the failure of the applicable senior credit facility documents or any
        material provisions of those documents, the guarantees, security
        documents or any related documents to be enforceable and in full force
        and effect;

     o  certain change of control events;

     o  the conduct of Concentra's business; and

     o  the failure of the subordination of the notes and the subsidiary
        guarantees to the right of payment of the lenders under the senior
        credit facilities to be valid.


THE DISCOUNT DEBENTURES

     Concentra raised approximately $110.0 million of the funds necessary to
consummate the transactions through the issuance of the discount debentures in
the private capital markets. The discount debentures were issued with warrants
to purchase 5.85% of Concentra common stock at a nominal exercise price.
Concentra is not required to pay any interest on the discount debentures until
2004. The discount debentures:

     o  mature on August 15, 2010;

     o  are structurally subordinated to the senior credit facilities and the
        notes;


                                       82
<PAGE>


     o  have registration rights;

     o  are redeemable by Concentra after August 15, 2000;

     o  are redeemable by Concentra at the option of the holders upon a change
        of control; and

     o  subject Concentra and its subsidiaries to customary covenants for this
        type of financing, including restrictions on indebtedness, dividends,
        liens, affiliate transactions, stock repurchases, assets sales and
        mergers.

     In addition, the discount debentures bear non-cash interest at a rate of
14% per annum until August 15, 2004. On February 15, 2005, and on subsequent
interest payment dates, Concentra will also pay to the holders of the discount
debentures that amount that is necessary to ensure the current and full tax
deductibility of the accrued discount on the discount debentures. That initial
amount is expected to be approximately $95.0 million. Subsequent amounts are not
expected to be material. The indenture with respect to the notes provides that
all such payments by Concentra will not be payments of cash interest for
purposes of clause (10) of the second paragraph under "Description of
Notes--Certain Covenants--Restricted Payments." If Concentra is unable to make
such payment, there will not be an event of default under the discount
debentures indenture, rather the interest rate on the discount debentures will
increase by 100 basis points until such payment is made. After August 15, 2004,
interest at the rate of 14% per annum will be payable semi-annually in cash on
the discount debentures.

                          DESCRIPTION OF THE NEW NOTES

     The old notes were, and the new notes will be, issued under an indenture
dated August 17, 1999 among Concentra Operating, Health Services and Managed
Care Services, and United States Trust Company of New York, as trustee.

     The new notes are the same as the old notes except that the new notes will:

     o  have a new CUSIP number;

     o  not bear any legends restricting their transfer; and

     o  not contain certain terms providing for an increase in the interest rate
        under the circumstances described in the registration rights agreement.

     The following description is a summary of the material provisions of the
indenture. It does not restate that agreement in its entirety. We urge you to
read the indenture because it, and not this description, define your rights as
holders of these notes.

     In this description of the new notes, we use terms in this section that are
defined under the caption "--Certain Definitions."


BRIEF DESCRIPTION OF THE NOTES AND THE SUBSIDIARY GUARANTEES

     THE NOTES. The notes are:

     o  general unsecured obligations of Concentra Operating;

     o  subordinated in right of payment to all existing and future Senior
        Indebtedness of Concentra Operating;

     o  senior or pari passu in right of payment to all existing and future
        subordinated Indebtedness of Concentra Operating; and

     o  unconditionally guaranteed by the Guarantors.


                                       83
<PAGE>


     THE SUBSIDIARY GUARANTEES. These notes are jointly and severally guaranteed
by each Restricted Subsidiary of Concentra Operating, except the Permitted Joint
Ventures.

     The Subsidiary Guarantees of these notes:

     o  are general unsecured obligations of each Guarantor;

     o  are subordinated in right of payment to all existing and future Senior
        Indebtedness of each Guarantor; and

     o  are senior or PARI PASSU in right of payment to all existing and future
        subordinated Indebtedness of each Guarantor.

     Assuming Concentra Operating had completed the offering of the old notes,
applied the net proceeds as intended and had completed the merger with Yankee
and related transactions as of June 30, 1999, Concentra Operating and the
Guarantors would have had total Senior Indebtedness of approximately $379.0
million. As indicated above and as discussed in detail below under the caption
"--Subordination," payments on the notes and under the Subsidiary Guarantees
will be subordinated to the payment of Senior Indebtedness. The indenture will
permit Concentra Operating and the Guarantors to incur additional Senior
Indebtedness.

     As of August 17, 1999, all of Concentra Operating's Subsidiaries were
"Restricted Subsidiaries." However, under the circumstances described below
under the caption "--Certain Covenants--Designation of Restricted and
Unrestricted Subsidiaries," Concentra Operating will be permitted to designate
certain of Concentra Operating's subsidiaries as "Unrestricted Subsidiaries."
Unrestricted Subsidiaries will not be subject to many of the restrictive
covenants in the indenture. Unrestricted Subsidiaries will not guarantee the
notes.


PRINCIPAL, MATURITY AND INTEREST

     The notes:

     o  will be limited to a maximum aggregate principal amount of $190.0
        million;

     o  will mature on August 15, 2009;

     o  will be issued in denominations of $1,000 and integral multiples of
        $1,000;

     o  will bear interest at the rate of 13% per annum.

     Interest will be paid semi-annually on February 15 and August 15 of each
year, beginning on February 15, 2000, to the holder of record on the immediately
preceding February 1 and August 1.

     Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.


METHODS OF RECEIVING PAYMENTS ON THE NOTES

     If a holder has given wire transfer instructions to Concentra Operating,
Concentra Operating will make all principal, premium and interest payments on
the holder's notes in accordance with those instructions. All other payments on
the notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless Concentra Operating elects to make
interest payments by check mailed to the holders at their address set forth in
the register of holders.


SUBORDINATION

     The payment of principal of, any premium and interest on the notes will be
subordinated to the prior payment in full of all Concentra Operating's Senior
Indebtedness.


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     The holders of Senior Indebtedness will be entitled to receive payment in
full in cash of all amounts due or to become due in respect of Senior
Indebtedness before the holders of notes will be entitled to receive any payment
with respect to the notes, except that holders of notes may receive
Reorganization Securities and payments made from the trust described under the
caption "--Legal Defeasance and Covenant Defeasance," in the event of any
distribution to Concentra Operating's creditors pursuant to any Insolvency or
Liquidation Proceeding with respect to Concentra Operating.

     Upon any such Insolvency or Liquidation Proceeding, any payment or
distribution of assets of Concentra Operating of any kind, other than
Reorganization Securities, will be paid by Concentra Operating or by any
receiver, liquidating trustee or other person making such payment or
distribution, or by the holders of the notes or by the trustee if received by
them, directly to the holders of Senior Indebtedness, or their representative or
representatives, for the payment of the Senior Indebtedness until all such
Senior Indebtedness has been paid in full in cash.

     Concentra Operating also may not make any payment in respect of the notes,
except in Reorganization Securities, if:

     o    a payment default on Designated Senior Indebtedness occurs and is
          continuing; or

     o    the trustee receives a notice from the agent bank under one of
          Concentra Operating's senior credit facilities or the holders or the
          representative of any Designated Senior Indebtedness indicating that a
          default has occurred that permits the holders of that indebtedness to
          accelerate its maturity.

     Payments on the notes may and will be resumed:

     o    in the case of a payment default, upon the date on which such default
          is cured or waived; and

     o    in case of a nonpayment default, the earlier of

          (1)  the date on which such nonpayment default is cured or waived;

          (2)  179 days after the date on which the applicable notice is
               received; or

          (3)  the date on which the trustee receives written notice from the
               agent bank or the representative for such Designated Senior
               Indebtedness, as the case may be, rescinding the applicable
               notice, unless the maturity of any Designated Senior Indebtedness
               has been accelerated.

     No new notice of default may be delivered unless and until 181 days have
elapsed since the effectiveness of the immediately prior notice.

     No event of default that existed or was continuing on the date of delivery
of any such notice to the trustee shall be, or be made, the basis for a
subsequent notice unless such default shall have been cured or waived for a
period of not less than 90 days.

     As a result of the subordination provisions described above, in the event
of a bankruptcy, liquidation or reorganization of Concentra Operating, holders
of these notes may recover less ratably than creditors of Concentra Operating
who are holders of Senior Indebtedness. See "Risk Factors--Risks Applicable to
the Notes--Subordination." Concentra Operating and its Restricted Subsidiaries
will be subject to certain financial tests limiting the amount of additional
Indebtedness, including Senior Indebtedness, that Concentra Operating and its
Restricted Subsidiaries can incur. See "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock."


SUBSIDIARY GUARANTEES

     The Guarantors will jointly and severally guarantee, on a senior
subordinated basis, Concentra Operating's obligations under the notes. Each
Subsidiary Guarantee will be subordinated to the prior payment in full of all


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<PAGE>


Senior Indebtedness of that Guarantor. The obligations of each Guarantor under
its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary
Guarantee from constituting a fraudulent conveyance under applicable law. See
"Risk Factors--Fraudulent Conveyance Matters."

     A Guarantor may not sell or otherwise dispose of all or substantially all
of its assets, or consolidate with or merge with or into, whether or not such
Guarantor is the surviving person, another person unless:

     o    immediately after giving effect to that transaction, no Default or
          Event of Default exists; and

     o    either:

          (1)  the person acquiring the property in any such sale or disposition
               or the person formed by or surviving any such consolidation or
               merger assumes all the obligations of that Guarantor pursuant to
               a supplemental indenture satisfactory to the trustee; or

          (2)  the Net Proceeds of such sale or other disposition are applied in
               accordance with the applicable provisions of the indenture.

     The Subsidiary Guarantee of a Guarantor will be released:

     o    in connection with any sale or other disposition of all or
          substantially all of the assets of that Guarantor, including by way of
          merger or consolidation, if Concentra Operating applies the Net
          Proceeds of that sale or other disposition in accordance with the
          applicable provisions of the indenture;

     o    in connection with the sale of all of the Capital Stock of a Guarantor
          if Concentra Operating applies the Net Proceeds of that sale in
          accordance with the applicable provisions of the indenture; or

     o    if Concentra Operating designates any Restricted Subsidiary that is a
          Guarantor as an Unrestricted Subsidiary.

     The Net Proceeds of an Asset Sale may be used by Concentra Operating to
make an offer to holders for the repurchase of notes. See "--Repurchase at the
Option of Holders--Asset Sales."


OPTIONAL REDEMPTION

     GENERAL. After August 15, 2004, Concentra Operating may redeem all or a
part of these notes, upon not less than 30 nor more than 60 days' notice, at the
redemption prices, expressed as percentages of principal amount, set forth below
plus accrued and unpaid interest on the new notes, to the applicable redemption
date, if redeemed during the twelve-month period beginning on August 15 of the
years indicated below:

     YEAR                                                    PERCENTAGE
     ----                                                    ----------
     2004 .................................................   106.500%
     2005 .................................................   104.875%
     2006 .................................................   103.250%
     2007 .................................................   101.625%
     2008 and thereafter ..................................   100.000%

     UPON EQUITY OFFERINGS. At any time prior to August 15, 2002, Concentra
Operating may on one or more occasions redeem up to 25% of the aggregate
principal amount of notes originally issued under the indenture at a redemption
price of 113% of the principal amount of the notes, plus accrued and unpaid
interest to the redemption date, with the net cash proceeds of one or more
Equity Offerings; provided that:

     o    at least 75% of the aggregate principal amount of notes remains
          outstanding immediately after the occurrence of such redemption,
          excluding notes held by Concentra Operating and its Subsidiaries; and


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<PAGE>


     o    the redemption must occur within 90 days of the date of the closing of
          such Equity Offering.

     Except pursuant to the preceding paragraphs, the notes will not be
redeemable at Concentra Operating's option prior to August 15, 2004.

     SELECTION AND NOTICE. If less than all of the notes are to be redeemed at
any time, the trustee will select notes for redemption as follows:

     o    if the notes are listed, in compliance with the requirements of the
          principal national securities exchange on which the notes are listed;
          or

     o    if the notes are not so listed, on a pro rata basis, by lot or by such
          method as the trustee shall deem fair and appropriate.

     No notes of $1,000 or less shall be redeemed in part. Notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of notes to be redeemed at its registered
address. Notices of redemption may not be conditional.

     If any note is to be redeemed in part only, the notice of redemption that
relates to that note shall state the portion of the principal amount of new
notes to be redeemed. A new note in principal amount equal to the unredeemed
portion of the original note will be issued in the name of the holder of new
notes upon cancellation of the original note. Notes called for redemption become
due on the date fixed for redemption. On and after the redemption date, interest
ceases to accrue on notes or portions of them called for redemption.


MANDATORY REDEMPTION

      Except as set forth under the caption "--Repurchase at the Option of
Holders," we is not required to make mandatory redemption or sinking fund
payments with respect to the notes.


REPURCHASE AT THE OPTION OF HOLDERS

      CHANGE OF CONTROL. If a Change of Control occurs, each holder of notes
will have the right to require Concentra Operating to repurchase all or any
part, equal to $1,000 or an integral multiple of $1,000, of that holder's notes
pursuant to the Change of Control Offer. In the Change of Control Offer,
Concentra Operating will offer a Change of Control Payment in cash equal to 101%
of the aggregate principal amount of notes repurchased plus any accrued and
unpaid interest on the notes to the date of purchase. Within 60 days following
any Change of Control, Concentra Operating will mail a notice to each holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase notes on the Change of Control Payment Date, being no
later than five business days after the termination of the Change of Control
Offer, pursuant to the procedures required by the indenture and described in
such notice. Concentra Operating will comply with the requirements of the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the notes as a result of a Change of Control.

      On the Change of Control Payment Date, Concentra Operating will, to the
extent lawful:

     o    accept for payment all notes or portions of new notes properly
          tendered pursuant to the Change of Control Offer;

     o    deposit with the paying agent an amount equal to the Change of Control
          Payment in respect of all notes or portions of notes so tendered; and

     o    deliver or cause to be delivered to the trustee the notes so accepted
          together with an Officers' Certificate stating the aggregate principal
          amount of notes or portions of notes being purchased by Concentra
          Operating.


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<PAGE>


     The paying agent will promptly mail to each holder of notes so tendered the
Change of Control Payment for such notes, and the trustee will promptly
authenticate and mail, or cause to be transferred by book entry, to each holder
a new note equal in principal amount to any unpurchased portion of any notes
surrendered; provided that each such new note will be in a principal amount of
$1,000 or an integral multiple of $1,000.

     Prior to complying with any of the provisions of this "--Repurchase at the
Option of Holders--Change of Control" covenant, but in any event within 90 days
following a Change of Control, Concentra Operating will either repay all
outstanding Senior Indebtedness or obtain any requisite consents, under all
agreements governing outstanding Senior Indebtedness to permit the repurchase of
notes required by this covenant. Concentra Operating will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

     The provisions described above that require Concentra Operating to make a
Change of Control Offer following a Change of Control will be applicable
regardless of whether or not any other provisions of the indenture are
applicable. Except as described above with respect to a Change of Control, the
indenture does not contain provisions that permit the holders of the notes to
require that Concentra Operating repurchase or redeem the notes in the event of
a takeover, recapitalization or similar transaction.

     Concentra Operating's outstanding Senior Indebtedness currently prohibits
Concentra Operating from purchasing any notes, and also provides that certain
change of control events with respect to Concentra and/or Concentra Operating
would constitute a default under the agreements governing the Senior
Indebtedness. Any future credit agreements or other agreements relating to
Senior Indebtedness to which Concentra Operating becomes a party may contain
similar restrictions and provisions. In the event a Change of Control occurs at
a time when Concentra Operating is prohibited from purchasing notes, Concentra
Operating could seek the consent of its senior lenders to the purchase of notes
or could attempt to refinance the borrowings that contain such prohibition. If
Concentra Operating does not obtain such a consent or repay such borrowings,
Concentra Operating will remain prohibited from purchasing notes. In such case,
Concentra Operating's failure to purchase tendered notes would constitute an
Event of Default under the indenture which would, in turn, constitute a default
under such Senior Indebtedness. In such circumstances, the subordination
provisions in the indenture would likely restrict payments to the holders of
notes.

     Concentra Operating will not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in the indenture applicable to a Change of Control Offer made by Concentra
Operating and purchases all notes validly tendered and not withdrawn under such
Change of Control Offer.

     The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of Concentra Operating and its Subsidiaries taken as a whole.
Although there is a limited body of case law interpreting the phrase
"substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of notes to require
Concentra Operating to repurchase such notes as a result of a sale, lease,
transfer, conveyance or other disposition of less than all of the assets of
Concentra Operating and its Subsidiaries taken as a whole to another person or
group may be uncertain.

     ASSET SALES. Concentra Operating will not, and will not permit any of its
Restricted Subsidiaries to, complete an Asset Sale unless:

     (1)  Concentra Operating or the Restricted Subsidiary, as the case may be,
          receives consideration at the time of such Asset Sale at least equal
          to the fair market value of the assets or Equity Interests issued or
          sold or otherwise disposed of;

     (2)  such fair market value is determined by Concentra Operating's board of
          directors and evidenced by a resolution of the board of directors set
          forth in an officers' certificate delivered to the trustee PROVIDED
          that the board of directors' determination must be based on an opinion
          issued by an accounting, appraisal or investment banking firm of
          national standing if such fair market value exceeds $35 million; and


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<PAGE>


     (3)  at least 75% of the consideration received by Concentra Operating or
          such Restricted Subsidiary is in the form of cash or Cash Equivalents.
          For purposes of this provision, each of the following shall be deemed
          to be cash:

          o    any liabilities, as shown on Concentra Operating's or the
               Restricted Subsidiary's most recent balance sheet, of Concentra
               Operating or any Restricted Subsidiary, other than contingent
               liabilities and liabilities that are by their terms subordinated
               to the notes or any Subsidiary Guarantee, that are assumed by the
               transferee of any such assets pursuant to a customary novation
               agreement that releases Concentra Operating or such Restricted
               Subsidiary from further liability; and

          o    any securities, notes or other obligations received by Concentra
               Operating or any such Restricted Subsidiary from such transferee
               that are contemporaneously, subject to ordinary settlement
               periods, converted by Concentra Operating or such Restricted
               Subsidiary into cash or Cash Equivalents, to the extent of the
               cash received in that conversion.

     The 75% limitation referred to above will not apply to any Asset Sale in
which the cash or Cash Equivalents portion of the consideration received,
determined in accordance with the preceding sentence, is equal to or greater
than what the after-tax proceeds would have been had such Asset Sale complied
with the 75% limitation.

     Within 270 days after the receipt of any Net Proceeds from an Asset Sale,
Concentra Operating or any such Restricted Subsidiary may apply such Net
Proceeds, at its option:

     (1)  to repay or repurchase Senior Indebtedness of Concentra Operating or
          any Restricted Subsidiary;

     (2)  to acquire all or substantially all the assets of, or a majority of
          the Voting Stock of, another Permitted Business;

     (3)  to make a capital expenditure in a Permitted Business;

     (4)  to acquire other assets, other than securities, that are used or
          useful in a Permitted Business; or

     (5)  to make an Asset Sale Offer, treating the Net Proceeds as Excess
          Proceeds for all purposes.

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute excess proceeds. When the
aggregate amount of these excess proceeds exceeds $15 million, Concentra
Operating will be required to make an offer to all holders of notes to purchase
the maximum principal amount of notes that may be purchased out of the excess
proceeds. The offer price in any such offer will be equal to 100% of the
principal amount plus any accrued and unpaid interest to the date of purchase,
and will be payable in cash. Any excess proceeds which remain after consummation
of such an offer, may be used by Concentra Operating for general corporate
purposes. If the aggregate principal amount of notes tendered into such an offer
exceeds the amount of excess proceeds, the trustee shall select the notes to be
purchased on a pro rata basis. Upon completion of each such offer, the amount of
excess proceeds shall be reset at zero.


CERTAIN COVENANTS

     RESTRICTED PAYMENTS. Concentra Operating will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, make any Restricted
Payment unless, at the time of and after giving effect to such Restricted
Payment:

     (1)  no Default or Event of Default shall have occurred and be continuing
          or would occur as a consequence of such Restricted Payment;


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<PAGE>


     (2)  Concentra Operating would not be permitted to incur at least $1.00 of
          additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
          test set forth in the first paragraph of the covenant described below
          under the caption "--Certain Covenants--Incurrence of Indebtedness and
          Issuance of Preferred Stock"; and

     (3)  such Restricted Payment, together with the aggregate amount of all
          other Restricted Payments made by Concentra Operating and its
          Restricted Subsidiaries after August 17, 1999, excluding Restricted
          Payments permitted by clauses (1) through (6), (12), (14) and (15) of
          the next succeeding paragraph, is less than the sum, without
          duplication, of:

          (a)  50% of the Consolidated Net Income of Concentra Operating for the
               period, taken as one accounting period, from the beginning of the
               first full fiscal quarter commencing after August 17, 1999 to the
               end of Concentra Operating's most recently ended fiscal quarter
               for which internal financial statements are available at the time
               of such Restricted Payment, or, if such Consolidated Net Income
               for such period is a deficit, less 100% of such deficit; plus

          (b)  100% of the aggregate net proceeds, including the fair-market
               value of property other than cash, received by Concentra
               Operating as a contribution to Concentra Operating's capital or
               received by Concentra Operating from the issue or sale since
               August 17, 1999 of Equity Interests of Concentra Operating, other
               than Disqualified Stock, or of Disqualified Stock or debt
               securities of Concentra Operating that have been converted into
               such Equity Interests, other than Equity Interests, or
               Disqualified Stock or debt securities, sold to a Restricted
               Subsidiary of Concentra Operating and other than Disqualified
               Stock or convertible debt securities that have been converted
               into Disqualified Stock; plus

          (c)  to the extent that any Restricted Investment that was made after
               August 17, 1999 is sold for cash or otherwise liquidated or
               repaid for cash, the lesser of

               o    the cash return of capital with respect to such Restricted
                    Investment, less any cost of disposition, and

               o    the initial amount of such Restricted Investment; plus

          (d)  the amount by which Indebtedness of Concentra Operating or its
               Restricted Subsidiaries is reduced on Concentra Operating's
               balance sheet upon the conversion or exchange subsequent to
               August 17, 1999 of any Indebtedness of Concentra Operating
               convertible or exchangeable for Equity Interests, other than
               Disqualified Stock, of Concentra Operating, less the amount of
               any cash, or other property, distributed by Concentra Operating
               or any Restricted Subsidiary upon such conversion or exchange;
               plus

          (e)  if any Unrestricted Subsidiary pays any cash dividends or cash
               distributions to Concentra Operating or any of its Restricted
               Subsidiaries, 100% of any such cash dividends or cash
               distributions made after August 17, 1999.

     So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

     (1)  the payment of any dividend within 60 days after the date of its
          declaration, if at said date of declaration such payment would have
          complied with the provisions of the indenture;

     (2)  the redemption, repurchase, retirement, defeasance or other
          acquisition of any Indebtedness or Equity Interests of Concentra
          Operating or its Restricted Subsidiaries either in exchange for, or
          out of the net cash proceeds of, the substantially concurrent sale or
          issuance, other than to a subsidiary of Concentra Operating, of, other
          Equity Interests of Concentra Operating, other than Disqualified
          Stock; PROVIDED that the amount of any such net cash proceeds that are
          utilized for such redemption, repurchase, retirement, defeasance or
          other acquisition shall be excluded from clause (3)(b) of the
          preceding paragraph;


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<PAGE>


     (3)  the defeasance, redemption, repurchase or other acquisition of
          subordinated Indebtedness of Concentra Operating or any Restricted
          Subsidiary with the net cash proceeds from an incurrence of Permitted
          Refinancing Indebtedness;

     (4)  the payment of any dividend by a Restricted Subsidiary of Concentra
          Operating to the holders of its Equity Interests on a pro rata basis
          regardless of whether any Default has occurred or is continuing;

     (5)  the redemption, repurchase, acquisition or retirement of Equity
          Interests in a Permitted Joint Venture of Concentra Operating or of
          any of Concentra Operating's Restricted Subsidiaries in accordance
          with the organizational documents for, and agreements among holders of
          Equity Interests in, such Permitted Joint Venture, PROVIDED that as a
          result of such redemption, repurchase, acquisition or retirement, such
          Permitted Joint Venture shall become a wholly-owned Restricted
          Subsidiary of Concentra Operating and a Guarantor under the indenture;

     (6)  the redemption, repurchase, acquisition or retirement of Equity
          Interests in and Indebtedness of the Development Corporations in
          accordance with the respective securities purchase agreements entered
          into and notes issued by such Development Corporations; PROVIDED that
          as a result of such redemption, repurchase, acquisition or retirement,
          such Development Corporations will become wholly-owned Restricted
          Subsidiaries of Concentra Operating and Guarantors under the
          indenture;

     (7)  the purchase, redemption or other acquisition, cancellation or
          retirement for value of Equity Interests of Concentra Operating or any
          Restricted Subsidiary of Concentra Operating or any parent of
          Concentra Operating held by any existing or former employees of
          Concentra Operating or Concentra or any Subsidiary of Concentra
          Operating or their assigns, estates or heirs, in each case in
          connection with the repurchase provisions under employee stock option
          or stock purchase agreements or other agreements to compensate
          management employees; PROVIDED that such redemptions or repurchases
          pursuant to this clause will not exceed $2 million in any calendar
          year with unused amounts in any calender year being carried over to
          succeeding calendar years subject to a maximum of $10 million in any
          calendar year; PROVIDED that the amount of any such payments will be
          included in subsequent calculations of the amount of Restricted
          Payments;

     (8)  loans or advances to employees or directors of Concentra Operating or
          Concentra or any Subsidiary of Concentra Operating made in the
          ordinary course of business the proceeds of which are used to purchase
          Capital Stock of Concentra Operating or Concentra, in an aggregate
          amount not to exceed $5 million at any one time outstanding; PROVIDED
          that the amount of any such payments will be included in subsequent
          calculations of the amount of Restricted Payments;

     (9)  repurchases of Capital Stock deemed to occur upon the exercise of
          stock options if such Capital Stock represents a portion of the
          exercise price of the stock options; PROVIDED that the amount of any
          such payments will be included in subsequent calculations of the
          amount of Restricted Payments;

     (10) if immediately before and immediately after giving them effect, no
          Default or Event of Default has occurred and Concentra Operating would
          have been permitted to incur at least $1.00 of additional Indebtedness
          pursuant to the Fixed Charge Coverage Ratio test set forth in the
          first paragraph of the covenant described below under the caption
          "--Certain Covenants--Incurrence of Indebtedness and Issuance of
          Preferred Stock", payments of cash dividends to Concentra in an amount
          sufficient to enable Concentra to make semi-annual payments after
          August 15, 2004 of cash interest not in excess of 14% per annum on the
          principal amount of Concentra Senior Discount Debentures, PROVIDED
          that Concentra is otherwise unable to pay such interest and such
          dividends are applied directly to the payment of such interest; and
          provided further, that the amount of any such payments will be
          included in subsequent calculations of the amount of Restricted
          Payments, see "Description of Certain Indebtedness--The Holdco Notes";

     (11) if immediately before and immediately after giving them effect, no
          Default or Event of Default has occurred, payments of principal,
          interest, any premium or payment due upon redemption, repurchase, con-


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<PAGE>


          version, acquisition or retirement of our 6.0% and 4.5% convertible
          subordinated notes in accordance with their respective terms in effect
          on August 17, 1999; PROVIDED that the amount of any such payments will
          be included in subsequent calculations of the amount of Restricted
          Payments;

     (12) payments to Concentra in an amount equal to the amount of income tax
          that Concentra Operating and the Restricted Subsidiaries would have
          paid had they filed consolidated tax returns on a separate company
          basis in any given year, less the amount of such taxes paid or to be
          paid directly by Concentra Operating and the Restricted Subsidiaries
          for such years;

     (13) an amount not to exceed $1.0 million in any fiscal year to permit
          Concentra to pay:

          (a)  franchise taxes and other fees required to maintain its legal
               existence; and

          (b)  its corporate overhead expenses incurred in the ordinary course
               of business, its audit expenses, any filing fees required by the
               Commission and to pay salaries or other compensation of employees
               who perform services for both Concentra and Concentra Operating;

          PROVIDED that the amount of any such payments will be included in
          subsequent calculations of the amount of Restricted Payments;

     (14) Permitted Investments;

     (15) distributions to fund the merger with Yankee and related transactions;
          and

     (16) other Restricted Payments in an aggregate amount not to exceed $5
          million at any one time; provided that the amount of any such payments
          will be included in subsequent calculations of the amount of
          Restricted Payments.

     The amount of all Restricted Payments, other than cash, shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by Concentra Operating or such Subsidiary,
as the case may be, pursuant to the Restricted Payment. The fair market value of
any non-cash Restricted Payment shall be determined in good faith by the board
of directors whose resolution shall be delivered to the trustee. The board of
directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $20 million. Not later than the date of making any
Restricted Payment, Concentra Operating shall deliver to the trustee an
officers' certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this "--
Restricted Payments" covenant were computed, together with a copy of any
fairness opinion or appraisal required by the indenture.

     INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK. Concentra
Operating will not, and will not permit any of its Subsidiaries to, directly or
indirectly, Incur any Indebtedness, including Acquired Debt, and Concentra
Operating will not issue any Disqualified Stock or preferred stock and will not
permit any of its Restricted Subsidiaries to issue any Disqualified Stock or
preferred stock.

     Despite the above, Concentra Operating may Incur Indebtedness, including
Acquired Debt, or issue Disqualified Stock or preferred stock and Concentra
Operating's Restricted Subsidiaries may Incur Indebtedness, including Acquired
Debt, and issue Disqualified Stock or preferred stock if the Fixed Charge
Coverage Ratio for Concentra Operating's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is Incurred or such
Disqualified Stock or preferred stock is issued:

     (1)  for such dates from August 17, 1999 up to but not including September
          30, 2000, would have been at least 2 to 1;


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     (2)  for such dates from September 30, 2000 up to but not including March
          31, 2001, would have been at least 2.25 to 1; and

     (3)  after March 31, 2001 would have been at least 2.50 to 1;

each determined on a pro forma basis, on the assumption that the net proceeds
from the additional Indebtedness had been received, or the Disqualified Stock or
preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period.

     The above will not prohibit the Incurrence of any of the following items of
Indebtedness:

     (l)  Indebtedness and letters of credit of Concentra Operating or any of
          its Restricted Subsidiaries pursuant to our senior credit facilities;
          PROVIDED that the aggregate amount of all Indebtedness of Concentra
          Operating and the Guarantors outstanding under our senior credit
          facilities after giving effect to such incurrence does not exceed an
          amount equal to $475 million at any one time;

     (2)  Existing Indebtedness of Concentra Operating and its Restricted
          Subsidiaries;

     (3)  Indebtedness of Concentra Operating and the Guarantors represented by
          the notes and the Subsidiary Guarantees;

     (4)  Indebtedness of Concentra Operating or any of its Restricted
          Subsidiaries represented by Capital Lease Obligations, mortgage
          financings or purchase money obligations, in each case incurred for
          the purpose of financing all or any part of the purchase price or cost
          of construction or improvement of property, plant or equipment used in
          the business of Concentra Operating or such Restricted Subsidiary,
          whether through the direct purchase of assets or the Capital Stock of
          any person owning such Assets, in an aggregate principal amount or
          accreted value, as applicable, not to exceed $15 million at any time
          outstanding;

     (5)  Permitted Refinancing Indebtedness of Concentra Operating or any of
          its Restricted Subsidiaries in exchange for, or the net proceeds of
          which are used to refund, refinance or replace Indebtedness, other
          than intercompany Indebtedness, that was permitted by the indenture to
          be incurred under the first paragraph of this covenant or clauses (3)
          or (14) of this paragraph;

     (6)  Indebtedness between Concentra Operating and any of its Restricted
          Subsidiaries or between any of its Restricted Subsidiaries; provided,
          however, that:

          (a)  if Concentra Operating or any Guarantor is the obligor on such
               Indebtedness, such Indebtedness must be expressly subordinated to
               the prior payment in full in cash of all Obligations with respect
               to the notes, in the case of Concentra Operating, or the
               Subsidiary Guarantee of such Guarantor, in the case of a
               Guarantor; and

          (b)  o    any subsequent issuance or transfer of Equity Interests that
                    results in any such Indebtedness being held by a person
                    other than Concentra Operating or a wholly-owned Restricted
                    Subsidiary and

               o    any sale or other transfer of any such Indebtedness to a
                    person that is not either Concentra Operating or a
                    wholly-owned Restricted Subsidiary

               shall be deemed, in each case, to constitute an Incurrence of
               such Indebtedness by Concentra Operating or such Restricted
               Subsidiary, as the case may be, that was not permitted by this
               clause (6);

     (7)  Hedging Obligations of Concentra Operating or any of its Restricted
          Subsidiaries that are for the purpose of hedging interest rate risk
          with respect to any Indebtedness that is permitted by the terms of the
          indenture to be outstanding;


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     (8)  the Guarantee by Concentra Operating or any of its Restricted
          Subsidiaries of Indebtedness of Concentra Operating or a Restricted
          Subsidiary of Concentra Operating that was permitted by another
          provision of this covenant;

     (9)  Non-Recourse Debt of Concentra Operating's Unrestricted Subsidiaries;
          provided, however, that if any such Indebtedness ceases to be
          Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
          deemed to constitute an Incurrence of Indebtedness by a Restricted
          Subsidiary of Concentra Operating that was not permitted by this
          clause (9);

     (10) Indebtedness of Concentra Operating or any of its Restricted
          Subsidiaries constituting reimbursement obligations with respect to
          letters of credit issued in the ordinary course of business, including
          without limitation to letters of credit in respect of workers'
          compensation claims or self-insurance, or other Indebtedness with
          respect to reimbursement type obligations regarding workers'
          compensation claims; PROVIDED, HOWEVER, that upon the drawing of such
          letters of credit or the incurrence of such Indebtedness, such
          obligations are reimbursed within 30 days following such drawing or
          incurrence;

     (11) Indebtedness arising from agreements of Concentra Operating or a
          Restricted Subsidiary providing for indemnification, adjustment of
          purchase price or similar obligations, in each case, incurred or
          assumed in connection with the disposition of any business, asset or
          Subsidiary, other than guarantees of Indebtedness incurred by any
          person acquiring all or any portion of such business, assets or
          Subsidiary for the purpose of financing such acquisition; PROVIDED
          that:

          (a)  such Indebtedness is not reflected on the balance sheet of
               Concentra Operating or any Restricted Subsidiary, contingent
               obligations referred to in a footnote or footnotes to financial
               statements and not otherwise reflected on the balance sheet will
               not be deemed to be reflected on such balance sheet for purposes
               of this clause (a); and

          (b)  the maximum aggregate liability in respect of such Indebtedness
               shall at no time exceed the gross proceeds, including non-cash
               proceeds (the fair market value of such non-cash proceeds being
               measured at the time received and without giving effect to any
               such subsequent changes in value) actually received by Concentra
               Operating and/or such Restricted Subsidiary in connection with
               such disposition;

     (12) obligations in respect of performance, surety and similar bonds and
          completion guarantees PROVIDED by Concentra Operating or any
          Restricted Subsidiary in the ordinary course of business;

     (13) Indebtedness arising from the honoring by a bank or other financial
          institution of a check, draft or similar instrument, except in the
          case of daylight overdrafts, drawn against insufficient funding in the
          ordinary course of business, PROVIDED, HOWEVER, that such Indebtedness
          is extinguished within five business days of incurrence; and

     (14) additional Indebtedness of Concentra Operating or any of its
          Restricted Subsidiaries, including Attributable Debt incurred after
          August 17, 1999, in an aggregate principal amount, or accreted value,
          as applicable, at any time outstanding, including all Permitted
          Refinancing Indebtedness incurred to refund, refinance or replace any
          other Indebtedness incurred pursuant to this clause (14), not to
          exceed $25 million.

     For purposes of determining compliance with this "--Certain
Covenants-Incurrence of Indebtedness and Issuance of Preferred Stock" covenant,
in the event that an item of proposed Indebtedness meets the criteria of more
than one of the categories of permitted debt described in clauses (1) through
(14) above or pursuant to the first paragraph of this covenant, Concentra
Operating will be permitted to classify such item of Indebtedness in any manner
that complies with this covenant. In addition, Concentra Operating may, at any
time, change the classification of an item of Indebtedness, or any portion of
Indebtedness, to any other clause or to the first paragraph of this covenant
PROVIDED that Concentra Operating would be permitted to Incur such item of
Indebtedness, or the portion of Indebtedness, pursuant to such other clause or
the first paragraph of this covenant, as the case may be, at such time


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of reclassification. Accrual of interest, accretion or amortization of original
issue discount and the accretion of accreted value will not be deemed to be an
Incurrence of Indebtedness for purposes of this covenant.

     LIENS. Concentra Operating will not, and will not permit any of its
Restricted Subsidiaries to Incur or become effective any Lien of any kind
securing trade payables, Attributable Debt or Indebtedness that does not
constitute Senior Indebtedness, other than Permitted Liens, upon any of their
property or assets, now owned or hereafter acquired unless:

     o    in the case of Liens securing Indebtedness that is expressly
          subordinated or junior in right of payment to the notes, the notes are
          secured on a senior basis to the obligations so secured until such
          time as such obligations are no longer secured by a Lien; and

     o    in all other cases, the notes are secured on an equal and ratable
          basis with the obligations so secured until such time as such
          obligations are no longer secured by a Lien.

     DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.
Concentra Operating will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary to:

     o    pay dividends or make any other distributions to Concentra Operating
          or any of its Restricted Subsidiaries (a) on its Capital Stock or (b)
          with respect to any other interest or participation in, or measured
          by, its profits;

     o    pay any Indebtedness owed to Concentra Operating or any of Concentra
          Operating's Restricted Subsidiaries;

     o    make loans or advances to Concentra Operating or any of Concentra
          Operating's Restricted Subsidiaries; or

     o    transfer any of its properties or assets to Concentra Operating or any
          of Concentra Operating's Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

     o    any encumbrance or restriction pursuant to an agreement in effect at
          or entered into on August 17, 1999, including:

          (1)  our senior credit facilities as in effect as of August 17, 1999,
               and any amendments, modifications, restatements, renewals,
               increases, supplements, refundings, replacements or refinancings
               of those credit facilities, PROVIDED that such amendments,
               modifications, restatements, renewals, increases, supplements,
               refundings, replacements or refinancings are no more restrictive,
               taken as a whole, as determined in the good faith judgment of
               Concentra Operating's board of directors, with respect to such
               dividend and other payment restrictions than those contained in
               our senior credit facilities as in effect on August 17, 1999; and

          (2)  the indenture and the notes;

     o    any applicable law, rule, regulation or order;

     o    any instrument governing Indebtedness or Capital Stock of a person
          acquired by Concentra Operating or any of its Restricted Subsidiaries
          as in effect at the time of such acquisition, (except to the extent
          incurred in connection with or in contemplation of such acquisition,
          which encumbrance or restriction is not applicable to any person, or
          the properties or assets of any person, other than the person, or the
          property or


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          assets of the person, so acquired, PROVIDED THAT, in the case of
          Indebtedness, such Indebtedness was permitted by the terms of the
          indenture to be incurred;

     o    customary non-assignment provisions in leases entered into in the
          ordinary course of business and consistent with past practices;

     o    any Purchase Money Note or other Indebtedness or contractual
          requirements incurred with respect to a Qualified Receiveables
          Transaction relating exclusively to a Receiveables Entity that, in the
          good faith determination of the board of directors of Concentra
          Operating, are necessary to effect such Qualified Receiveables
          Transaction;

     o    purchase money obligations for property acquired in the ordinary
          course of business that impose restrictions on the property so
          acquired of the nature described in the last clause of the preceding
          paragraph;

     o    restrictions with respect solely to a Restricted Subsidiary of
          Concentra Operating imposed pursuant to a binding agreement which has
          been entered into for the sale or disposition of all or substantially
          all of the Capital Stock or assets of such Restricted Subsidiary,
          PROVIDED that such restrictions apply solely to the Capital Stock or
          assets being sold of such Restricted Subsidiary;

     o    provisions with respect to the disposition or distribution of assets
          or property in connection with Permitted Joint Ventures entered into
          in accordance with past practice made in the ordinary course of
          business;

     o    Permitted Refinancing Indebtedness, PROVIDED that the material
          restrictions contained in the agreements governing such Permitted
          Refinancing Indebtedness are no more restrictive, in the good faith
          judgment of Concentra Operating's board of directors, taken as a
          whole, to the holders of notes than those contained in the agreements
          governing the Indebtedness being refinanced; and

     o    restrictions on cash or other deposits or net worth imposed by
          customers under contracts entered into in the ordinary course of
          business.

     MERGER, CONSOLIDATION OR SALE OF ASSETS. Concentra Operating may not:

     o    consolidate or merge with or into another person, whether or not
          Concentra Operating is the surviving corporation; or

     o    sell, assign, transfer, convey or otherwise dispose of all or
          substantially all of its properties or assets, in one or more related
          transactions, to another person unless:

          (1)  either:

               (a)  Concentra Operating is the surviving corporation; or

               (b)  the person formed by or surviving any such consolidation or
                    merger, if other than Concentra Operating, or to which such
                    sale, assignment, transfer, conveyance or other disposition
                    shall have been made is a corporation organized or existing
                    under the laws of the United States, any state of the United
                    States or the District of Columbia;

          (2)  the person formed by or surviving any such consolidation or
               merger, if other than Concentra Operating, or the person to which
               such sale, assignment, transfer, conveyance or other disposition
               shall have been made expressly assumes all the obligations of
               Concentra Operating under the notes and the indenture pursuant to
               a supplemental indenture in a form reasonably satisfactory to the
               trustee;

          (3)  immediately after giving pro forma effect to such transaction no
               Default or Event of Default exists; and


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          (4)  Concentra Operating or person formed by or surviving any such
               consolidation or merger, if other than Concentra Operating, or to
               which such sale, assignment, transfer, conveyance or other
               disposition shall have been made;

               (a)  will, after giving pro forma effect to such merger, on the
                    assumption that it had occurred at the beginning of the
                    applicable four-quarter period, be permitted to incur at
                    least $1.00 of additional Indebtedness pursuant to the Fixed
                    Charge Coverage Ratio test set forth in the first paragraph
                    of the covenant described above under the caption "--
                    Certain Covenants --Incurrence of Indebtedness and Issuance
                    of Preferred Stock"; or

               (b)  would, together with its Restricted Subsidiaries, have a
                    higher Fixed Charge Coverage Ratio immediately after such
                    merger, after giving pro forma effect to such merger, on the
                    assumption that it had occurred at the beginning of the
                    applicable four-quarter period, than the Fixed Charge
                    Coverage Ratio of Concentra Operating and its Subsidiaries
                    immediately prior to the transaction.

     The preceding clause (4) will not prohibit:

               (a)  a merger between Concentra Operating and a wholly-owned
                    Subsidiary; or

               (b)  a merger between Concentra Operating and an Affiliate
                    incorporated solely for the purpose of reincorporating
                    Concentra Operating in another state of the United States;

so long as, in each case, the amount of Indebtedness of Concentra Operating and
its Restricted Subsidiaries is not increased thereby.

     In addition, Concentra Operating may not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other person. This covenant will not be applicable to a
sale, assignment, transfer, conveyance or other disposition of assets between or
among Concentra Operating and any of its wholly-owned Restricted Subsidiaries.

     TRANSACTIONS WITH AFFILIATES. Concentra Operating will not, and will not
permit any of its Restricted Subsidiaries to engage in an Affiliate Transaction
unless:

     (1)  such Affiliate Transaction is on terms that are no less favorable to
          Concentra Operating or the relevant Restricted Subsidiary than those
          that would have been obtained in a comparable transaction by Concentra
          Operating or such Restricted Subsidiary made on an arm's-length basis
          with an unrelated person; and

     (2)  Concentra Operating delivers to the trustee:

          (a)  with respect to any Affiliate Transaction or series of related
               Affiliate Transactions involving aggregate consideration in
               excess of $5 million, a resolution of the board of directors set
               forth in an officers' certificate certifying that such Affiliate
               Transaction complies with clause (1) above and that such
               Affiliate Transaction has been approved by a majority of the
               disinterested members of the board of directors; and

          (b)  with respect to any Affiliate Transaction or series of related
               Affiliate Transactions involving aggregate consideration in
               excess of $15 million, an opinion as to the fairness to the
               holders of such Affiliate Transaction from a financial point of
               view issued by an accounting, appraisal or investment banking
               firm of national standing.

     The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

     (1)  customary directors' fees to persons who are not otherwise Affiliates
          of Concentra Operating;


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     (2)  transactions between or among Concentra Operating and/or its
          Restricted Subsidiaries;

     (3)  the payment of Affiliate Management Fees in an amount in any calendar
          year not to exceed the greater of:

          (a)  $1 million; and

          (b)  1% of Consolidated EBITDA;

     (4)  payments by Concentra Operating or any of its Restricted Subsidiaries
          to Welsh Carson, Ferrer Freeman and their respective Affiliates made
          for any:

          (a)  financial advisory, financing, underwriting or placement
               services; or

          (b)  in respect of other investment banking activities, including,
               without limitation, in connection with acquisitions or
               divestitures;

          which payments are approved in good faith by a majority of the board
          of directors of Concentra Operating or a committee of the board of
          directors consisting of disinterested members;

     (5)  loans or advances to employees in accordance with past practice made
          in the ordinary course of business which are approved in good faith by
          a majority of the board of directors of Concentra Operating or a
          committee of the board of directors consisting of disinterested
          members;

     (6)  any agreement as in effect on August 17, 1999 or any amendment to such
          agreement, so long as any such amendment is no less favorable to
          Concentra Operating and its Restricted Subsidiaries;

     (7)  the existence of, or the performance by Concentra Operating or any of
          its Restricted Subsidiaries of its obligations under the terms of, our
          agreement and plan of merger, registration rights agreement or
          purchase agreement related to our merger with Yankee, to which it is a
          party on or after August 17, 1999; PROVIDED, HOWEVER, that the
          existence of, or the performance by Concentra Operating or any of its
          Restricted Subsidiaries of obligations under any future amendment to
          any such existing agreement or under any similar agreement entered
          into after August 17, 1999 shall only be permitted by this clause;

     (8)  the payment of all fees and expenses related to our merger with Yankee
          and related transactions, including fees to Welsh Carson and Ferrer
          Freeman;

     (9)  any payment pursuant to any tax sharing agreement between Concentra
          Operating and Concentra or any other person with which Concentra
          Operating is required or permitted to file a consolidated tax return
          or with which Concentra Operating is or could be part of a
          consolidated, combined or unitary group for tax purposes; PROVIDED
          that in no event shall the amount permitted to be paid pursuant to all
          such agreements exceed the tax liabilities attributable solely to
          Concentra Operating and its Restricted Subsidiaries (whether as a
          consolidated, combined or unitary group);

     (10) Restricted Payments that are permitted by the provisions of the
          indenture described above under the caption "--Certain
          Covenants--Restricted Payments";

     (11) customary fees and compensation paid to, and indemnity provided on
          behalf of, officers, directors, employees or consultants of Concentra
          Operating or any of its Restricted Subsidiaries; and

     (12) any transaction involving ordinary course investment banking, merchant
          banking, commercial banking or related activities.

     Despite the above, the holders of notes will be entitled to receive payment
in full in cash of all amounts due or to become due in respect of the notes
before any payment is made with respect to Affiliate Management Fees in the


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event of any distribution to creditors of Concentra Operating in any Insolvency
or Liquidation Proceeding with respect to Concentra Operating. No payments of
Affiliate Management Fees shall be made by Concentra Operating or any of its
Restricted Subsidiaries if the Fixed Charge Coverage Ratio for Concentra
Operating's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which
Affiliate Management Fees are to be paid is less than 1.75 to 1; provided,
however, that such payments due but not paid shall accrue and shall be paid only
after such time as the Fixed Charge Coverage Ratio for a four full fiscal
quarter period is no longer less than or equal to 1.75 to 1.

     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES. The board of
directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, all outstanding
Investments owned by Concentra Operating and its Restricted Subsidiaries, except
to the extent repaid in cash, in the Subsidiary so designated will be deemed to
be Restricted Payments at the time of such designation, to the extent not
designated a Permitted Investment, and will reduce the amount available for
Restricted Payments under the first paragraph of the covenant described above
under the caption "--Certain Covenants--Restricted Payments." All such
outstanding Investments will be valued at their fair market value at the time of
such designation, as determined in good faith by the board of directors. That
designation will only be permitted if such Restricted Payment would be permitted
at that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary. The board of directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default.

     ANTI-LAYERING. Concentra Operating will not, and will not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness that is both:

     (1)  subordinate or junior in right of payment to any Senior Indebtedness;
          and

     (2)  senior in any respect in right of payment to the notes.

     No Guarantor will Incur any Indebtedness that is both:

     (1)  subordinate or junior in right of payment to any Senior Indebtedness
          of such Guarantor; and

     (2)  senior in any respect in right of payment to the Subsidiary
          Guarantees.

     SALE AND LEASEBACK TRANSACTIONS. Concentra Operating will not, and will not
permit any of its Restricted Subsidiaries to, enter into any sale and leaseback
transaction unless:

     (1)  Concentra Operating or such Restricted Subsidiary could have:

          (a)  incurred Indebtedness in an amount equal to the Attributable Debt
               relating to such sale and leaseback transaction under the Fixed
               Charge Coverage Ratio test in the first paragraph of the covenant
               described above under the caption "--Certain
               Covenants--Incurrence of Indebtedness and Issuance of Preferred
               Stock;" and

          (b)  incurred a Lien to secure such Indebtedness pursuant to the
               covenant described above under the caption "--Certain
               Covenants--Liens;"

     (2)  the gross cash proceeds of that sale and leaseback transaction are at
          least equal to the fair market value, as determined in good faith by
          the board of directors and set forth in an officers' certificate
          delivered to the trustee, of the property that is the subject of such
          sale and leaseback transaction; and

     (3)  the transfer of assets in such sale and leaseback transaction is
          permitted by, and Concentra Operating applies the proceeds of such
          transaction in compliance with, the covenant described above under the
          caption "-- Repurchase at the Option of Holders--Asset Sales."


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     LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN RESTRICTED
SUBSIDIARIES. Concentra Operating will not, and will not permit any of its
Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose
of any Equity Interests in any Restricted Subsidiary or to issue any of its
Equity Interests, other than, if necessary, Equity Interests constituting
directors' qualifying shares, to any person except:

     (1)  to Concentra Operating or a wholly-owned Subsidiary, other than a
          Receivables Entity; or

     (2)  in compliance with the covenant described above under the caption
          "--Repurchase at the Option of Holders--Asset Sales" and immediately
          after giving effect to such issuance or sale, such Restricted
          Subsidiary would continue to be a Restricted Subsidiary.

     Despite the above, Concentra Operating may sell all the Equity Interests of
a Restricted Subsidiary as long as Concentra Operating complies with the terms
of the covenant described under the caption "--Repurchase at the Option of
Holders--Asset Sales."

     LIMITATIONS ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS. Concentra Operating
will not permit any Restricted Subsidiary, directly or indirectly, to Incur
Indebtedness or Guarantee or pledge any assets to secure the payment of any
Indebtedness of Concentra Operating or any Restricted Subsidiary unless either
such Restricted Subsidiary:

     (1)  is a Guarantor; or

     (2)  simultaneously executes and delivers a supplemental indenture to the
          indenture and becomes a Guarantor, which Guarantee shall:

          (a)  with respect to any Guarantee of Senior Indebtedness, be
               subordinated in right of payment on the same terms as the notes
               are subordinated to such Senior Indebtedness; and

          (b)  with respect to any Guarantee of any other Indebtedness, be
               senior to or pari passu with such Restricted Subsidiary's other
               Indebtedness or Guarantee of or pledge to secure such other
               Indebtedness.

     Despite the above, any Subsidiary Guarantee of the notes shall provide by
its terms that it shall be automatically and unconditionally released and
discharged under the circumstances described above under the caption
"--Subsidiary Guarantees." The form of the Guarantee will be attached as an
exhibit to the indenture.

     ADDITIONAL GUARANTEES. If Concentra Operating shall acquire or create a
Restricted Subsidiary after August 17, 1999, or if any Subsidiary of Concentra
Operating becomes a Restricted Subsidiary, then such newly acquired or created
Restricted Subsidiary, other than a Permitted Joint Venture, shall become a
Guarantor and execute a supplemental indenture and deliver an opinion of
counsel, in accordance with the terms of the indenture.

     BUSINESS ACTIVITIES. Concentra Operating will not, and will not permit any
Restricted Subsidiary to, engage in any business other than a Permitted
Business.

     ADVANCES TO SUBSIDIARIES. All advances to Restricted Subsidiaries made by
Concentra Operating after August 17, 1999 will be evidenced by intercompany
notes in favor of Concentra Operating. Each intercompany note will be payable
upon demand and will bear interest at the same rate as the notes. A form of
intercompany note will be attached as an exhibit to the indenture.

     PAYMENTS FOR CONSENTS. Concentra Operating will not, and will not permit
any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any holder of notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the indenture or the notes unless such consideration is offered to be paid
and is paid to all holders of the notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.


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      REPORTS. Whether or not required by the Commission, so long as any notes
are outstanding, Concentra Operating will furnish or make available to the
holders of notes, within the time periods specified in the Commission's rules
and regulations:

     (l)  all quarterly and annual financial information that would be required
          to be contained in a filing with the Commission on Forms 10-Q and 10-K
          if Concentra Operating were required to file such Forms, including a
          "Management's Discussion and Analysis of Financial Condition and
          Results of Operations" and, with respect to the annual information
          only, a report on the annual financial statements by Concentra
          Operating's certified independent accountants; and

     (2)  all current reports that would be required to be filed with the
          Commission on Form 8-K if Concentra Operating were required to file
          such reports.

     If Concentra Operating has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the
accompanying footnotes, and in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section, of the financial
condition and results of operations of Concentra Operating and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of Concentra Operating.

     In addition, following this exchange offer, whether or not required by the
Commission, Concentra Operating will file a copy of all the information and
reports referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, Concentra Operating has agreed that, for so long as any
notes remain outstanding, it will furnish to the holders and to securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d) (4) under the Securities Act.


EVENTS OF DEFAULT AND REMEDIES

     Each of the following is an Event of Default under the indenture:

     (1)  default for 30 days in the payment when due of interest on the notes
          whether or not prohibited by the subordination provisions of the
          indenture;

     (2)  default in payment when due of the principal of or any premium on the
          notes, whether or not prohibited by the subordination provisions of
          the indenture;

     (3)  failure by Concentra Operating to comply with the provisions described
          under the captions "--Repurchase at the Option of Holders-Change of
          Control", "--Repurchase at the Option of Holders--Asset Sales",
          "--Certain Covenants-Restricted Payments", "--Certain
          Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock"
          or "--Certain Covenants--Merger, Consolidation or Sale of Assets";

     (4)  failure by Concentra Operating for 60 days after notice from the
          trustee or holders of at least 25% in principal amount of the notes
          then outstanding to comply with any of its other agreements in the
          indenture or the notes;

     (5)  default under any mortgage, indenture or instrument under which there
          may be issued or by which there may be secured or evidenced any
          Indebtedness for borrowed money or Guarantee by Concentra Operating or
          any of its Restricted Subsidiaries, or the payment of which is
          guaranteed by Concentra Operating or any of its Restricted
          Subsidiaries, whether such Indebtedness or Guarantee now exists, or is
          created after August 17, 1999, if that default:


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          (a)  is caused by a failure to pay principal of or any premium on such
               Indebtedness prior to the expiration of the grace period provided
               in such Indebtedness on the date of such default; or

          (b)  results in the acceleration of such Indebtedness prior to its
               express maturity;

          and, in each case, the principal amount of any such Indebtedness,
          together with the principal amount of any other such Indebtedness
          under which there has been a payment default or the maturity of which
          has been so accelerated, aggregates $20 million or more;

     (6)  failure by Concentra Operating or any of its Restricted Subsidiaries
          to pay final judgments aggregating in excess of $20 million, which
          judgments are not paid, discharged or stayed for a period of 60 days;

     (7)  except as permitted by the indenture, any Subsidiary Guarantee which
          shall be held in any judicial proceeding to be unenforceable or
          invalid or shall cease for any reason to be in full force and effect
          or any Guarantor, or any person acting on behalf of any Guarantor, who
          shall deny or disaffirm its obligations under its Subsidiary
          Guarantee; and

     (8)  certain events of bankruptcy or insolvency with respect to Concentra
          Operating or any of its Restricted Subsidiaries.

     In the event of a declaration of acceleration of the notes because an Event
of Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in clause (5) of the preceding paragraph, the declaration
of acceleration of the notes shall be automatically annulled if the holders of
any Indebtedness described in clause (5) of the preceding paragraph have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 days of the date of such declaration and if:

     o    the annulment of the acceleration of notes would not conflict with any
          judgment or decree of a court of competent jurisdiction; and

     o    all existing Events of Default, except nonpayment of principal or
          interest on the notes that became due solely because of the
          acceleration of the notes, have been cured or waived.

     If any Event of Default occurs and is continuing, the trustee or the
holders of at least 25% in principal amount of the outstanding notes may declare
the principal of the notes to be due and payable immediately; provided, that so
long as any Indebtedness permitted to be incurred pursuant to our senior credit
facilities shall be outstanding, such acceleration shall not be effective until
the earlier of:

     o    an acceleration of any such Indebtedness under our senior credit
          facilities; or

     o    five business days after receipt by Concentra Operating and the agent
          bank to our senior credit facilities of written notice of such
          acceleration.

     If payment of the notes is accelerated because of an Event of Default,
Concentra Operating shall promptly notify the holders of the Senior Indebtedness
of the acceleration.

     Despite the above, in the case of an Event of Default arising from certain
events of bankruptcy or insolvency, with respect to Concentra Operating or any
of its Subsidiaries, the principal and any accrued but unpaid interest on all
outstanding notes shall become due and payable immediately without further
action or notice.

     Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. Subject to certain limitations, holders of a majority
in principal amount of the then outstanding notes may direct the trustee in its
exercise of any trust or power. The trustee may withhold from holders of the
notes notice of any continuing Default or Event of Default, except a Default or
Event of Default relating to the payment of principal or interest, if it
determines that withholding notice is in their interest.


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     In the case of any Event of Default occurring on or after August 15, 2004,
by reason of any willful action or inaction taken or not taken by or on behalf
of Concentra Operating with the intention of avoiding payment of the premium
that Concentra Operating would have had to pay if Concentra Operating then had
elected to redeem the notes pursuant to the optional redemption provisions of
the indenture, an equivalent premium shall also become and be immediately due
and payable to the extent permitted by law upon the acceleration of the notes.
If an Event of Default occurs prior to August 15, 2004 by reason of any willful
action, or inaction, taken, or not taken, by or on behalf of Concentra Operating
with the intention of avoiding the prohibition on redemption of the notes prior
to August 15, 2004, then the premium specified in the indenture shall also
become immediately due and payable to the extent permitted by law upon the
acceleration of the notes.

     The holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the trustee may on behalf of the holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the indenture except a continuing Default or Event of Default in the payment of
interest or any premium on, or the principal of, the notes.

     Concentra Operating is required to deliver to the trustee annually a
statement regarding compliance with the indenture. Upon becoming aware of any
Default or Event of Default, Concentra Operating is required to deliver to the
trustee a statement specifying such Default or Event of Default.


NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

     No director, officer, employee, incorporator or stockholder of Concentra
Operating, or any Guarantor, as such, shall have any liability for any
obligations of Concentra Operating or the Guarantors under the notes, the
indenture, the Subsidiary Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each holder of notes by
accepting a note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the notes. The waiver may not be
effective to waive liabilities under the federal securities laws.


LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     Concentra Operating may, at its option, elect to completely defease the
notes. Such defeasance means that all of its obligations with respect to the
outstanding notes and all of the obligations of the Guarantors with respect to
their Subsidiary Guarantees would be discharged, except for:

     o    the rights of holders of outstanding notes to receive payments in
          respect of the principal of, any premium and interest on such notes
          when such payments are due from the trust referred to below;

     o    Concentra Operating's obligations with respect to the notes concerning
          issuing temporary notes, registration of notes, mutilated, destroyed,
          lost or stolen notes and the maintenance of an office or agency for
          payment and money for security payments held in trust;

     o    the rights, powers, trusts, duties and immunities of the trustee, and
          Concentra Operating's obligations in connection with the indenture;
          and

     o    the legal defeasance provisions of the indenture.

     In addition, Concentra Operating may, at its option, elect to defease a
covenant under the indenture and after that defeasance any omission to comply
with its obligations and the obligations of the Guarantors with respect to such
covenant will not constitute a Default or Event of Default. In the event a
covenant is defeased, certain events, not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events, described under the caption
"--Events of Default and Remedies" will no longer constitute an Event of Default
with respect to the notes.


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     In order to exercise a defeasance:

     o    Concentra Operating must irrevocably deposit with the trustee, in
          trust, for the benefit of the holders of the notes, cash in U.S.
          dollars, non-callable Government Securities, or a combination of the
          two, in such amounts as will be sufficient, in the opinion of a
          nationally recognized firm of independent public accountants, to pay
          the principal of, any premium and interest on the outstanding notes on
          the stated maturity or on the applicable redemption date, as the case
          may be, and Concentra Operating must specify whether the notes are
          being defeased to maturity or to a particular redemption date;

     o    in the case of any defeasance, Concentra Operating shall have
          delivered to the trustee an opinion of counsel in the United States
          reasonably acceptable to the trustee confirming that the holders of
          the outstanding notes will not recognize income, gain or loss for
          federal income tax purposes as a result of such defeasance and will be
          subject to federal income tax on the same amounts, in the same manner
          and at the same times as would have been the case if such defeasance
          had not occurred;

     o    no Default or Event of Default shall have occurred and be continuing
          on the date of such deposit, other than a Default or Event of Default
          resulting from the borrowing of funds to be applied to such deposit;

     o    such defeasance will not result in a breach or violation of, or
          constitute a default under, any material agreement or instrument,
          other than the indenture, to which Concentra Operating or any of its
          Subsidiaries is a party or by which Concentra Operating or any of its
          Subsidiaries is bound;

     o    Concentra Operating must deliver to the trustee an officers'
          certificate stating that the deposit was not made by Concentra
          Operating with the intent of preferring the holders of notes over the
          other creditors of Concentra Operating with the intent of defeating,
          hindering, delaying or defrauding creditors of Concentra Operating or
          others;

     o    no event which is, or after notice or lapse of time or both would
          become, an Event of Default with respect to such notes or any other
          notes shall have occurred and be continuing at the time of such
          deposit or, with regard to any such event specified in paragraphs (7)
          and (8) under the above caption "--Events of Default and Remedies", at
          any time on or prior to the 90th day after the date of such deposit,
          it being understood that this condition shall not be deemed satisfied
          until after such 90th day; and

     o    Concentra Operating must deliver to the trustee an officers'
          certificate and an opinion of counsel, which opinion may be subject to
          customary assumptions and exclusions, each stating that all conditions
          precedent relating to the defeasance have been complied with.


AMENDMENT, SUPPLEMENT AND WAIVER

     With the consent of the holders of not less than a majority in principal
amount of the notes at the time outstanding, Concentra Operating and trustee are
permitted to amend or supplement the indenture or any supplemental indenture or
modify the rights of the holders; provided that without the consent of each
holder affected, no amendment, supplement, modification or waiver may:

     o    reduce the principal amount of notes whose holders must consent to an
          amendment, supplement or waiver;

     o    reduce the principal of or change the fixed maturity of any note or
          alter the provisions with respect to the redemption of the notes,
          other than provisions relating to the covenants described above under
          the caption "--Repurchase at the Option of Holders";

     o    reduce the rate of or change the time for payment of interest on any
          note;


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     o    waive a Default or Event of Default in the payment of principal of or
          any premium or interest on the notes, except a rescission of
          acceleration of the notes by the holders of at least a majority in
          aggregate principal amount of the notes and a waiver of the payment
          default that resulted from such acceleration;

     o    make any note payable in money other than that stated in the notes;

     o    make any change in the provisions of the indenture relating to waivers
          of past Defaults or the rights of holders of notes to receive payments
          of principal of or any premium or interest on the notes;

     o    waive a redemption payment with respect to any note, other than a
          payment required by one of the covenants described above under the
          caption "--Repurchase at the Option of Holders;"

     o    make any change in the preceding amendment and waiver provisions; or

     o    release any Guarantor from any of its obligations under its Guarantee
          of the notes or the indenture, except in accordance with the terms of
          the indenture.

     In addition, any amendment to, or waiver of the provisions of the indenture
relating to subordination that adversely affects the rights of the holders of
the notes will require the consent of the holders of at least 75% in aggregate
principal amount of the notes then outstanding.

     Despite the above, without the consent of any holder of notes, Concentra
Operating and the trustee may amend or supplement the indenture or the notes:

     o    to cure any ambiguity, defect or inconsistency;

     o    to provide for uncertificated notes in addition to or in place of
          certificated notes;

     o    to provide for the assumption of Concentra Operating's obligations to
          holders of notes in the case of a merger or consolidation or the sale
          of all or substantially all of Concentra Operating's assets;

     o    to make any change that would provide any additional rights or
          benefits to the holders of notes or that does not adversely affect the
          legal rights under the indenture of any such holder;

     o    to comply with requirements of the Commission in order to effect or
          maintain the qualification of the indenture under the Trust Indenture
          Act of 1939, as amended;

     o    to provide for the issuance of additional notes in accordance with the
          limitations set forth in the indenture; or

     o    to allow any Subsidiary to guarantee the notes.


CONCERNING THE TRUSTEE

     If the trustee becomes a creditor of Concentra Operating or any Guarantor,
the indenture limits the trustee's right to obtain payment of claims in certain
cases, or to realize on certain property received in respect of any such claim
as security or otherwise. The trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue
or resign.

     The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
shall occur and be continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own


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affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of notes, unless such holder shall have offered to the trustee security
and indemnity satisfactory to it against any loss, liability or expense.


ADDITIONAL INFORMATION

     Anyone who receives this prospectus may obtain a copy of the indenture and
registration rights agreement without charge by writing to Concentra Operating
Corporation, 5080 Spectrum Drive, Suite 400 West Tower, Addison, TX 75001;
Attention: General Counsel.


BOOK-ENTRY; DELIVERY; FORM AND TRANSFER

     THE GLOBAL NOTE. The certificates representing the old notes were issued,
and the certificates representing the new notes will be issued, in fully
registered form, without coupons. The old notes are represented by one or more
permanent global certificates in definitive, fully registered form without
interest coupons in an aggregate amount of $190 million. Except as described in
the next paragraph, the new notes initially will be represented by one or more
permanent global certificates in definitive, fully registered form and will be
deposited with, or on behalf of, the DTC, and registered in the name of Cede &
Co., as the DTC's nominee or will remain in the custody of the trustee pursuant
to a FAST Balance Certificate Agreement between the DTC and the trustee. If your
interest in old notes is represented by the initial global note and you fail to
tender in the exchange offer, we may issue and deliver to you a separate
certificate representing your old notes in registered form without interest
coupons.

     CERTAIN BOOK-ENTRY PROCEDURES FOR GLOBAL NOTES. The descriptions of the
operations and procedures of DTC that follow are provided solely as a matter of
convenience. These operations and procedures are solely within the control of
the respective settlement systems and are subject to change by them from time to
time. Concentra Operating takes no responsibility for these operations and
procedures and urges investors to contact DTC or its participants directly to
discuss these matters.

     DTC has advised Concentra Operating that: DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the
Uniform Commercial Code and a "Clearing Agency" registered pursuant to the
provisions of the Exchange Act. DTC was created to hold securities for its
participants and facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry changes in
accounts of its participants, eliminating the need for physical transfer and
delivery of certificates. Participants include securities brokers and dealers,
banks, trust companies and clearing corporations and may include certain other
organizations. Indirect access to the DTC system is available to other entities
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly.

     Under procedures established by DTC:

     (1)  upon the issuance of the initial global certificate, DTC credited, on
          its internal system, the respective principal amount of the individual
          beneficial interests represented by such global notes to the accounts
          with DTC of the participants through which such interests are held;
          and

     (2)  ownership of beneficial interest in the global notes are shown on, and
          the transfer of that ownership is effected only through, records
          maintained by DTC or its nominees, with respect to interest of
          participants, and the records of participants and indirect
          participants, with respect to interests of persons other than
          participants.

     As long as DTC, or its nominee, is the registered holder of a global note,
DTC or such nominee, as the case may be, will be considered the sole owner and
holder of the notes represented by such global note for all purposes under the
indenture and the new notes. Except in the limited circumstances described
below, owners of beneficial interests in a global note will not be entitled to
have any portions of such global note registered in their names, and


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<PAGE>


will not receive or be entitled to receive physical delivery of notes in
definitive form and will not be considered the owners or holders of the global
note, or any notes represented by the global note, under the indenture or the
notes.

     The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. The ability to transfer
beneficial interests in a global note to such persons may be limited to that
extent. Because DTC can act only on behalf of its participants, which in turn
act on behalf of indirect participants and certain banks, the ability of a
person having beneficial interests in a global note to pledge such interest to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests.

     Payments of the principal of, premium, if any, and interest on global notes
will be made to DTC or its nominee as the registered owner of the global notes.
Neither Concentra Operating, the trustee nor any of their respective agents will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interest in the global notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     Concentra Operating expects that DTC or its nominee, upon receipt of any
payment of principal premium or interest in respect of a global note
representing any notes held by it or its nominee, will credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such global note for such notes as shown on
the records of DTC or its nominee. Concentra Operating also expects that
payments by participants to owners of beneficial interests in such global note
held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in "street name." Such payments will be the responsibility
of such participants. None of Concentra Operating or the trustee will be liable
for any delay by DTC or any of its participants in identifying the beneficial
owners of the notes, and Concentra Operating and the trustee may conclusively
rely on and will be protected in relying on instructions from DTC or its nominee
as the registered owner of the notes for all purposes.

     Interests in the global notes will trade in DTC's Same-Day Funds Settlement
System and secondary market trading activity in such interests will therefore
settle in immediately available funds, subject in all cases to the rules and
procedures of DTC and its participants. Transfers between participants in DTC
will be effected in accordance with DTC's procedures, and will be settled in
same-day funds.

     DTC has advised Concentra Operating that it will take any action permitted
to be taken by a holder of notes only at the direction of one or more
participants to whose accounts with DTC interests in the global notes are
credited and only in respect of such portion of the aggregate principal amount
of the notes as to which such participant or participants has or have given such
direction. However, if there is an Event of Default under the notes, DTC
reserves the right to exchange the global notes for notes in certificated form,
and to distribute such notes to its participants. See "--Certificated Notes."

     Although DTC has agreed to the foregoing procedures in order to facilitate
transfer of beneficial ownership interests in the global notes among
participants of DTC, it is under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. None of
Concentra Operating, the trustee nor any of their respective agents will have
any responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing its operations, including maintaining, supervising or reviewing the
records relating to or payments made on account of, beneficial ownership
interests in global notes.

     CERTIFICATED NOTES. An entire global note may be exchanged for definitive
notes in registered, certificated form without interest coupons if:

     (1)  DTC:

          (a)  notifies Concentra Operating that it is unwilling or unable to
               continue as depositary for the global notes and Concentra
               Operating then fails to appoint a successor depositary within 90
               days; or


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          (b)  has ceased to be a clearing agency registered under the Exchange
               Act;

     (2)  Concentra Operating, at its option, notifies the trustee in writing
          that it elects to cause the issuance of certificated notes; or

     (3)  there will have occurred and be continuing a Default or an Event of
          Default with respect to notes.

     In any such case, Concentra Operating will notify the trustee in writing
that, upon surrender by the direct and indirect participants of their interest
in such global note, certificated notes will be issued to each person that such
direct and indirect participants and the DTC identify as being the beneficial
owner of the related notes.

     Beneficial interests in global notes held by any direct or indirect
participant may be exchanged for certificated notes upon request to DTC, by a
direct participant, for itself or on behalf of an indirect participant, to the
trustee in accordance with customary DTC procedures. Certificated notes
delivered in exchange for any beneficial interest in any global note will be
registered in the names, and issued in any approved denominations, requested by
DTC on behalf of such direct or indirect participant, in accordance with DTC's
customary procedures.


CERTAIN DEFINITIONS

     Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as any
other capitalized terms used in this prospectus for which no definition is
provided.

     "ACQUIRED DEBT" means, with respect to any specified person:

     (1)  Indebtedness of any other person existing at the time such other
          person is merged with or into or became a Subsidiary of such specified
          person or assumed in connection with the acquisition of assets from
          such person, whether or not such Indebtedness is incurred in
          connection with, or in contemplation of, such other person merging
          with or into, or becoming a Subsidiary of such specified person or
          such acquisition; and

     (2)  Indebtedness secured by a Lien encumbering any asset acquired by such
          specified person.

     "AFFILIATE" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For purposes of this definition, "control,"
as used with respect to any person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such person, whether through the ownership of voting securities, by
agreement or otherwise, provided that beneficial ownership of 10% or more of the
Voting Stock of a person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings; provided that any affiliated professional
associations and professional corporations which employ physicians and other
professionals who provide health care services for Concentra Operating's
occupational health services centers shall not be deemed to be an Affiliate of
Concentra Operating, Concentra or any of their Subsidiaries.

     "AFFILIATE MANAGEMENT FEES" means any management, consulting, monitoring or
advisory fees, and related expenses, payable to Welsh Carson, Ferrer Freeman or
their respective Affiliates.

     "AFFILIATE TRANSACTION" means any:

     (1)  payment to, or sell, lease, transfer or otherwise dispose of any of
          its properties or assets to;

     (2)  purchase any property or assets from;

     (3)  enter into or make or amend any transaction, contract, agreement,
          understanding, loan, advance or guarantee with; or


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for the benefit of, any Affiliate or any affiliated professional associations or
professional corporations which employ physicians and other professionals who
provide healthcare services for Concentra Operating's occupational and health
services centers.

     "ASSET SALE" means:

     (1)  the sale, lease, other than an operating lease entered into in the
          ordinary course of business, conveyance or other disposition of any
          assets or rights, other than the licensing of its non-exclusive
          intellectual property rights, including, without limitation, by way of
          a sale and leaseback, provided that the disposition of all or
          substantially all of the assets of Concentra Operating and its
          Restricted Subsidiaries taken as a whole will be governed by the
          provisions of the indenture described above under the caption
          "--Repurchase at the Option of Holders--Change of Control" and/or the
          provisions described above under the caption "--Certain
          Covenants--Merger, Consolidation or Sale of Assets" and not by the
          provisions described above under the caption "--Repurchase at the
          Option of Holders--Asset Sales"; and

     (2)  the issue or sale by Concentra Operating or any of its Restricted
          Subsidiaries of Equity Interests of any of Concentra Operating's
          Restricted Subsidiaries, other than directors' qualifying shares,

that, in the case of either clause (1) or (2) and whether in a single
transaction or a series of related transactions:

     o    has a fair market value in excess of $5 million; or

     o    is for net proceeds to Concentra Operating and its Restricted
          Subsidiaries in excess of $5 million.

     Despite the above, the following items shall not be deemed to be Asset
Sales:

     (1)  a transfer of assets among Concentra Operating, its wholly-owned
          Restricted Subsidiaries and its Permitted Joint Ventures;

     (2)  an issuance of Equity Interests by a wholly-owned Restricted
          Subsidiary to Concentra Operating or to another wholly-owned
          Restricted Subsidiary;

     (3)  a Restricted Payment that is permitted by the covenant described above
          under the caption "--Certain Covenants--Restricted Payments";

     (4)  the sale of Cash Equivalents in the ordinary course of business;

     (5)  a disposition of inventory in the ordinary course of business;

     (6)  sales of accounts receivable and related assets or an interest in the
          accounts receiveable and related assets of the type specified in the
          definition of "Qualified Receivables Transaction" to a Receivables
          Entity;

     (7)  a disposition relating to the foreclosure of a Permitted Lien;

     (8)  the sale and leaseback of any assets within 90 days of the acquisition
          of the assets; and

     (9)  any exchange of property pursuant to Section 1031 on the Internal
          Revenue Code of 1986, as amended, for use in a Permitted Business.

     "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.


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<PAGE>


     "CAPITAL LEASE OBLIGATION" means, at the time any determination of the
obligation is to be made, the amount of the liability in respect of a capital
lease that would at such time be required to be capitalized on a balance sheet
in accordance with GAAP.

     "CAPITAL STOCK" means:

     (1)  in the case of a corporation, corporate stock;

     (2)  in the case of an association or business entity, any and all shares,
          interests, participations, rights or other equivalents, however
          designated, of corporate stock;

     (3)  in the case of a partnership or limited liability company, partnership
          or membership interests, whether general or limited; and

     (4)  any other interest or participation that confers on a person the right
          to receive a share of the profits and losses of, or distributions of
          assets of, the issuing person.

     "CASH EQUIVALENTS" means:

     (1)  Government Securities having maturities of not more than six months
          from the date of acquisition;

     (2)  certificates of deposit and eurodollar time deposits with maturities
          of six months or less from the date of acquisition, bankers'
          acceptances with maturities not exceeding six months and overnight
          bank deposits, in each case with any lender party to our senior credit
          facilities or with any domestic commercial bank having capital and
          surplus in excess of $500 million and a Thompson Bank Watch Rating of
          "B" or better;

     (3)  repurchase obligations with a term of not more than seven days for
          underlying securities of the types described in clauses (1) and (2)
          above entered into with any financial institution meeting the
          qualifications specified in clause (2) above;

     (4)  commercial paper having the rating of "P-1" or higher from Moody's
          Investors Service, Inc. or "A-1" or higher from Standard & Poor's
          Corporation and in each case maturing within six months after the date
          of acquisition; and

     (5)  money market funds investing exclusively in investments of which
          constitute Cash Equivalents of the kinds described in clauses (1)
          through (4) of this definition.

     "CHANGE OF CONTROL" means the occurrence of any of the following:

     (1)  the sale, lease, transfer, conveyance or other disposition, other than
          by way of merger or consolidation, in one or a series of related
          transactions, of all or substantially all of the assets of either:

          (a)  Concentra Operating and its Subsidiaries taken as a whole; or

          (b)  Concentra to any "person," as such term is used in Section 13(d)
               (3) of the Exchange Act, other than the Welsh Carson or Ferrer
               Freeman or a Related Party of either of Welsh Carson or Ferrer
               Freeman;

     (2)  the adoption of a plan relating to the liquidation or dissolution of
          Concentra Operating;

     (3)  the consummation of any transaction, including, without limitation,
          any merger or consolidation, the result of which is that any "person,"
          as defined above, other than the Welsh Carson and Ferrer Freeman and
          their Related Parties, becomes the "beneficial owner," as such term is
          defined under the Exchange Act, directly or indirectly, of more than
          50% of the Voting Stock of Concentra Operating, measured by voting
          power rather than number of shares;


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     (4)  the first day on which a majority of the members of the board of
          directors of Concentra Operating are not Continuing Directors; or

     (5)  Concentra Operating or Concentra consolidates with, or merges with or
          into, any person, or any person consolidates with, or merges with or
          into, Concentra Operating or the Holding Company, in any such event
          pursuant to a transaction in which any of the outstanding Voting Stock
          of Concentra Operating or Concentra, as the case may be, is converted
          into or exchanged for cash, securities or other property, other than
          any such transaction where the Voting Stock of Concentra Operating or
          Concentra, as the case may be, outstanding immediately prior to such
          transaction is converted into or exchanged for Voting Stock, other
          than Disqualified Stock, of the surviving or transferee person
          constituting a majority of the outstanding shares of such Voting Stock
          of such surviving or transferee person immediately after giving effect
          to such issuance.

     "CONCENTRA SENIOR DISCOUNT DEBENTURES" means the Senior Discount Debentures
due 2010 issued by Concentra on August 17, 1999 and any Indebtedness of
Concentra issued in exchange for, or the net proceeds of which are used to
extend, refinance, renew, replace, defease or refund such Senior Discount
Debentures due 2010; provided that such Indebtedness complies with clauses (1),
(2) and (3) of the definition of "Permitted Refinancing Indebtedness".

     "CONSOLIDATED EBITDA" means, with respect to any person, for any period,
the Consolidated Net Income of such person for such period adjusted to add, to
the extent deducted from net revenues in determining Consolidated Net Income,
without duplication, the sum of

     (1)  consolidated income taxes;

     (2)  consolidated depreciation and amortization, including amortization of
          debt issuance costs in connection with any Indebtedness of such person
          and its Restricted Subsidiaries and depreciation and amortization
          attributable to the two Permitted Joint Ventures existing at August
          17, 1999 which are not consolidated;

     (3)  Fixed Charges;

     (4)  expenditures paid prior to or contemporaneously with and related to
          our merger with Yankee and the related transactions which are paid or
          otherwise accounted for within 90 days of the consummation of such
          transactions;

     (5)  expenditures paid prior to or contemporaneously with and related to
          any actual or proposed financing, mergers or dispositions or
          acquisitions permitted to be incurred by the indenture, including,
          without limitation, financing and legal fees and costs incurred with
          any such mergers, acquisitions or dispositions;

     (6)  the restructuring charge of $20.6 million incurred in the fourth
          quarter of 1998; and

     (7)  all other non-cash charges, excluding any such non-cash charge to the
          extent that it represents an accrual of or reserve for cash expenses
          in any future period or amortization of a prepaid cash expense that
          was paid in a prior period;

     PROVIDED that consolidated income taxes, depreciation and amortization of a
Subsidiary of such person that is not a wholly-owned Subsidiary shall only be
added to the extent of the Equity Interest of such person in such Subsidiary.

     "CONSOLIDATED INTEREST EXPENSE" means, with respect to any person for any
period, the sum of, without duplication:

     (1)  the interest expense of such person and its Restricted Subsidiaries
          for such period, on a consolidated basis, determined in accordance
          with GAAP, including amortization of original issue discount, non-cash
          interest payments, the interest component of all payments associated
          with Capital Lease Obligations, imputed


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          interest with respect to Attributable Debt, commissions, discounts and
          other fees and charges incurred in respect of letter of credit or
          bankers' acceptance financings, and any net payments pursuant to
          Hedging Obligations; provided that in no event shall any amortization
          of deferred financing costs be included in Consolidated Interest
          Expense; plus

     (2)  the consolidated capitalized interest of such person and its
          Restricted Subsidiaries for such period, whether paid or accrued; plus

     (3)  the cash contributions to any employee stock ownership plan or similar
          trust to the extent such contributions are used by such plan or trust
          to pay interest or fees to such plan or trust; provided, however, that
          there will be excluded therefrom any such interest expense of any
          Unrestricted Subsidiary to the extent the related Indebtedness is not
          Guaranteed or paid by Concentra Operating or any Restricted
          Subsidiary.

      Despite the above, the Consolidated Interest Expense with respect to any
Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary shall be
included only to the extent, and in the same proportion, that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income.

      "CONSOLIDATED NET INCOME" means, with respect to any person for any
period, the aggregate of the Net Income of such person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that

      (1)  the Net Income, but not loss, of any person that is not a Restricted
           Subsidiary or that is accounted for by the equity method of
           accounting shall be included only to the extent of the amount of
           dividends or distributions paid in cash to the referent person or a
           wholly-owned Subsidiary of the referent person;

      (2)  the Net Income of any Restricted Subsidiary shall be excluded to the
           extent that the declaration or payment of dividends or similar
           distributions by that Restricted Subsidiary of that Net Income is not
           at the date of determination permitted without any prior governmental
           approval, that has not been obtained, or, directly or indirectly, by
           operation of the terms of its charter or any agreement, instrument,
           judgment, decree, order, statute, rule or governmental regulation
           applicable to that Subsidiary or its stockholders;

      (3)  the Net Income of any person acquired in a pooling of interests
           transaction for any period prior to the date of such acquisition
           shall be excluded;

      (4)  the cumulative effect of a change in accounting principles shall be
           excluded; and

      (5)  the Net Income of any Unrestricted Subsidiary shall be excluded,
           whether or not distributed to Concentra Operating or one of its
            Subsidiaries.

      "CONTINUING DIRECTORS" means, as of any date of determination, any member
of the board of directors of Concentra Operating who:

      (1)  was a member of such board of directors on August 17, 1999;

      (2)  was nominated for election or elected to such board of directors with
           the approval of a majority of the Continuing Directors who were
           members of such Board at the time of such nomination or election; or

      (3) was nominated by the Welsh Carson or Ferrer Freeman.

      "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

      "DESIGNATED SENIOR INDEBTEDNESS" means any Indebtedness outstanding under
our senior credit facilities.

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      "DEVELOPMENT CORPORATION" means any corporation, association, limited
liability company or other business, other than a partnership, existing at
August 17, 1999 managed by Concentra Operating but owned by a person, who is not
Concentra Operating or an Affiliate or a Subsidiary of Concentra Operating,
engaged in the development of occupational health centers and financed by the
issue of Equity Interests and notes under securities purchase agreements to
third party investors.

      "DISQUALIFIED STOCK" means any Capital Stock that, by its terms, or by the
terms of any security into which it is convertible or for which it is
exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior
to the date that is 91 days after the date on which the notes mature. Despite
the preceding sentence, any Capital Stock that would not qualify as Disqualified
Stock but for change of control or asset sale provisions shall not constitute
Disqualified Stock if the provisions are not more favorable to the holders of
such Capital Stock than the provisions described under "--Repurchase at the
Option of Holders--Change of Control" and "--Repurchase at the Option of
Holders--Asset Sales."

      "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.

      "EQUITY OFFERING" means an offering of the Equity Interests, other than
Disqualified Stock, of Concentra Operating.

      "EXISTING INDEBTEDNESS" means Indebtedness of Concentra Operating and its
Subsidiaries, other than Indebtedness under our senior credit facilities, in
existence on August 17, 1999, until such amounts are repaid.

      "FIXED CHARGE COVERAGE RATIO" means with respect to any person for any
period, the ratio of the Consolidated EBITDA of such person for such period to
the Fixed Charges of such person for such period. In the event that Concentra
Operating or any of its Restricted Subsidiaries Incurs any Indebtedness, other
than revolving credit borrowings, or issues or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such Incurrence of
Indebtedness, or such issuance or redemption of preferred stock, as if the same
had occurred at the beginning of the applicable four-quarter reference period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

      (1)  acquisitions or dispositions that have been made by Concentra
           Operating or any of its Restricted Subsidiaries, including through
           mergers or consolidations and including any related financing
           transactions, during the four-quarter reference period or subsequent
           to such reference period and on or prior to the calculation date
           shall be calculated to include the Consolidated EBITDA of the
           acquired entities on a pro forma basis, to be calculated in
           accordance with Article 11-02 of Regulation S-X, as in effect from
           time to time, shall be deemed to have occurred on the first day of
           the four-quarter reference period and Consolidated EBITDA for such
           reference period shall be calculated without giving effect to clause
           (3) of the proviso set forth in the definition of Consolidated Net
           Income;

      (2)  the Consolidated EBITDA attributable to discontinued operations, as
           determined in accordance with GAAP, and operations or businesses
           disposed of prior to the calculation date, shall be excluded if
           greater than zero; and

      (3)  the Fixed Charges attributable to discontinued operations, as
           determined in accordance with GAAP, and operations or businesses
           disposed of prior to the calculation date, shall be excluded, but
           only to the extent that the obligations giving rise to such Fixed
           Charges will not be obligations of the specified person or any of its
           Restricted Subsidiaries following the Calculation Date.

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<PAGE>

      For purposes of this definition, whenever pro forma effect is to be given
to an Investment or an acquisition or disposition of assets, the amount of
income or earnings and the amount of Consolidated Interest Expense associated
with any Indebtedness incurred in connection with the Investment, or any other
calculation under this definition, the pro forma calculations will be determined
in good faith by a responsible financial or accounting officer of Concentra
Operating, including pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Securities Act. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness will be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period, taking into account any interest rate agreement applicable to such
Indebtedness if such interest rate agreement has a remaining term in excess of
12 months.

      "FIXED CHARGES" means, with respect to any person for any period, the sum,
without duplication, of:

      (1)  the Consolidated Interest Expense of such person for such period,
           minus the interest income of such person and its Restricted
           Subsidiaries for such period, on a consolidated basis, determined in
           accordance with GAAP; plus

      (2)  any interest expense on Indebtedness of another person that is
           Guaranteed by such person or one of its Restricted Subsidiaries or
           secured by a Lien on assets of such person or one of its Restricted
           Subsidiaries, whether or not such Guarantee or Lien is called upon;
           plus

      (3) the product of:

           (a)  all dividend payments, whether or not in cash, on any series of
                preferred stock of such person or any of its Restricted
                Subsidiaries, other than dividend payments on Equity Interests
                payable solely in Equity Interests of Concentra Operating, times

           (b)  a fraction, the numerator of which is one and the denominator of
                which is one minus the then current combined federal, state and
                local statutory tax rate of such person, expressed as a decimal,
                in each case, on a consolidated basis and in accordance with
                GAAP.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on August 17, 1999.

      "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

      "GUARANTEE" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, letters of credit and
reimbursement agreements in respect to such agreements, of all or any part of
any Indebtedness.

      "GUARANTORS" means each Subsidiary of Concentra Operating that executes a
Subsidiary Guarantee in accordance with the provisions of the indenture, and
their respective successors and assigns.

      "HEDGING OBLIGATIONS" means, with respect to any person, the obligations
of such person under:

      (1) interest rate swap agreements, interest rate cap agreements and
          interest rate collar agreements; and

      (2) other agreements or arrangements designed to protect such person
          against fluctuations in interest rates or currency exchange rates.

      "INCUR" or as appropriate "Incurrence" means to directly or indirectly
issue, create, incur, assume, guarantee or otherwise become directly or
indirectly liable for, or otherwise become responsible for, contingently or
otherwise.

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      "INDEBTEDNESS" means, with respect to any specified person, any
indebtedness of such person, in respect of:

      (1) borrowed money;

      (2) evidenced by bonds, notes, debentures or similar instruments or
          letters of credit, or reimbursement agreements in respect of such
          instruments;

      (3) bankers' acceptances;

      (4) representing Capital Lease Obligations; or

      (5) the balance deferred and unpaid of the purchase price of any
          property, which purchase price is due more than 60 days after the
          date of placing such property in service or taking delivery and
          title, or representing any Hedging Obligations, except any such
          balance that constitutes an accrued expense or trade payable;

if and to the extent any of the preceding items, other than letters of credit
and Hedging Obligations, would appear as a liability upon a balance sheet of the
specified person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified person, whether or not such Indebtedness is assumed by
the specified person, and, to the extent not otherwise included, the Guarantee
by such person of any indebtedness of any other person.

      The amount of any Indebtedness outstanding as of any date shall be:

      (1) the accreted value of the Indebtedness, in the case of any
          Indebtedness that does not require current payments of interest; and

      (2) the principal amount of the Indebtedness, together with any interest
          on the Indebtedness that is more than 30 days past due, in the case
          of any other Indebtedness.

      "INSOLVENCY OR LIQUIDATION PROCEEDINGS" means:

      (1) any insolvency or bankruptcy case or proceeding, or any receivership,
          liquidation, reorganization or other similar case or proceeding,
          relative to Concentra Operating or to the creditors of Concentra
          Operating, as such, or to the assets of Concentra Operating;

      (2) any liquidation, dissolution, reorganization or winding up of
          Concentra Operating, whether voluntary or involuntary, and involving
          insolvency or bankruptcy; or

      (3)  any assignment for the benefit of creditors or any other marshaling
           of assets and liabilities of Concentra Operating.

      "INVESTMENTS" means, with respect to any person, all investments by such
person in other persons, including Affiliates, in the forms of direct or
indirect loans, including guarantees of Indebtedness or other obligations,
advances or capital contributions, excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business, or
purchases or other acquisitions of or the transfer of assets for consideration
of, Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If Concentra Operating or any Restricted Subsidiary of
Concentra Operating sells or otherwise disposes of any Equity Interests of any
direct or indirect Restricted Subsidiary of Concentra Operating such that, after
giving effect to any such sale or disposition, such person is no longer a
Restricted Subsidiary of Concentra Operating, Concentra Operating shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of the covenant described above under the caption "-- Certain
Covenants-Restricted Payments."


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      "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
including any conditional sale or other title retention agreement, any lease in
that nature, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code, or equivalent statutes, of any jurisdiction.

      "NET INCOME" means, with respect to any person, the net income (loss) of
such person, determined in accordance with GAAP, excluding, however:

      (1)  any gain (loss), together with any related provision for taxes on
           such gain (loss), realized in connection with:

           (a)  any Asset Sale; or

           (b)  the disposition of any securities by such person or any of its
                Restricted Subsidiaries or the extinguishment of any
                Indebtedness of such person or any of its Restricted
                Subsidiaries; and

      (2)  any extraordinary or nonrecurring gain (loss), together with any
           related provision for taxes on such extraordinary or nonrecurring
           gain (loss).

      "NET PROCEEDS" means the aggregate cash proceeds received by Concentra
Operating or any of its Restricted Subsidiaries in respect of any Asset Sale,
including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale, net of the
direct costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales commissions and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a
result of the Asset Sale, after taking into account any available tax credits or
deductions and any tax sharing arrangements, the amounts required to be applied
to the payment of Indebtedness, other than Indebtedness incurred pursuant to our
senior credit facilities, secured by a Lien on the asset or assets that were the
subject of the Asset Sale.

      "NON-RECOURSE DEBT" means Indebtedness:

      (1)  as to which neither Concentra Operating nor any of its Restricted
           Subsidiaries:

           (a)  provides credit support of any kind, including any undertaking,
                agreement or instrument that would constitute Indebtedness;

           (b)  is directly or indirectly liable as a guarantor or otherwise; or

           (c)  constitutes the lender;

      (2)  no default with respect to which, including any rights that the
           holders of the Indebtedness may have to take enforcement action
           against an Unrestricted Subsidiary, would permit upon notice, lapse
           of time or both any holder of any other Indebtedness, other than the
           notes, of Concentra Operating or any of its Restricted Subsidiaries
           to declare a default on such other Indebtedness or cause the payment
           of the Indebtedness to be accelerated or payable prior to its stated
           maturity; and

      (3)  as to which the lenders have been notified in writing that they will
           not have any recourse to the stock or assets of Concentra Operating
           or any of its Restricted Subsidiaries.

      "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "PERMITTED BUSINESS" means any business in which Concentra Operating and
its Restricted Subsidiaries are engaged on August 17, 1999 or any business
reasonably related, incidental or ancillary to such businesses.


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      "PERMITTED INVESTMENTS" means:

      (l)  any Investment in Concentra Operating or in a Restricted Subsidiary,
           other than a Permitted Joint Venture;

      (2)  any Investment in cash or Cash Equivalents;

      (3)  any Investment in receivables owing to Concentra Operating or any
           Restricted Subsidiary created or acquired in the ordinary course of
           business and payable or dischargeable in accordance with customary
           trade terms; provided, however, that such trade terms may include
           such concessionary trade terms as Concentra Operating or any such
           Restricted Subsidiary deems reasonable under the circumstances;

      (4)  any Investment received by Concentra Operating or any Restricted
           Subsidiary as consideration for the settlement of any litigation,
           arbitration or claim of bankruptcy or in partial or full satisfaction
           of accounts receivable owed by a financially troubled person to the
           extent reasonably necessary in order to prevent or limit any loss by
           Concentra Operating or any of its Restricted Subsidiaries in
           connection with such accounts receivable;

      (5)  Investments in existence on August 17, 1999;

      (6)  Hedging Obligations entered into in the ordinary course of business
           which transactions or obligations are incurred in compliance with the
           covenant described above under the caption "--Certain
           Covenants--Incurrence of Indebtedness and Issuance of Preferred
           Stock";

      (7)  Guarantees issued in accordance with the covenant described above
           under the caption "--Certain Covenants--Incurrence of Indebtedness
           and Issuance of Preferred Stock";

      (8)  any Investment by Concentra Operating or a Restricted Subsidiary in a
           Receivables Entity or any Investment by Receivables Entity in any
           other person, in each case, in connection with a Qualified
           Receivables Transaction; provided, however, that any Investment in
           any such person is in the form of a Purchase Money Note, or any
           equity interest or interests in accounts receivable and related
           assets generated by Concentra Operating or a Restricted Subsidiary
           and transferred to any person in connection with a Qualified
           Receivables Transaction or any such person owning such accounts
           receivable;

      (9)  any Investment by Concentra Operating or any Restricted Subsidiary of
           Concentra Operating, other than a Permitted Joint Venture, in a
           person, if as a result of such Investment:

           (a)  such person becomes a Restricted Subsidiary, other than a
                Permitted Joint Venture, of Concentra Operating or of a
                Restricted Subsidiary of Concentra Operating, other than a
                Permitted Joint Venture; or

           (b)  such person is merged, consolidated or amalgamated with or into,
                or transfers or conveys substantially all of its assets to, or
                is liquidated into, Concentra Operating or a Restricted
                Subsidiary of Concentra Operating, other than a Permitted Joint
                Venture;

      (10) any Investment made as a result of the receipt of non-cash
           consideration from an Asset Sale that was made pursuant to and in
           compliance with the covenant described above under the caption "--
           Repurchase at the Option of Holders--Asset Sales";

      (11) any acquisition of assets solely in exchange for the issuance of
           Equity Interests, other than Disqualified Stock, of Concentra
           Operating; and

      (12) any Investment in any Permitted Joint Venture after August 17, 1999
           in an aggregate amount not to exceed $45 million, such aggregate
           amount to be increased as a result of any management fees, software
           fees and development fees received from such Permitted Joint Ventures
           in the ordinary course of business and any

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           payment of any dividend or distribution received on a pro rata basis
           from any Permitted Joint Ventures as a holder of its Equity
           Interests.

      "PERMITTED JOINT VENTURE" means, with respect to any person:

      (1)  any corporation, association or other business entity, other than a
           partnership:

           (a)  of which more than 50%, or in the case of any such business
                entity in which Concentra Operating or any Restricted Subsidiary
                has an Investment before August 17, 1999, 50% or more, of the
                Voting Stock is at the time of determination owned or
                controlled, directly or indirectly, by such person or one or
                more of the Restricted Subsidiaries of that person or a
                combination of such person or one or more of the Restricted
                Subsidiaries; and

           (b)  which is either managed or controlled by such person or any of
                its Restricted Subsidiaries; and

      (2)  any partnership, joint venture, limited liability company or similar
           entity:

           (a)  of which more than 50%, or in the case of any such entity in
                which Concentra Operating or any Restricted Subsidiary has an
                Investment before August 17, 1999, 50% or more, of the capital
                accounts, distribution rights, total equity and voting interests
                or general or limited partnership interests are owned or
                controlled, directly or indirectly, by such person or one or
                more of the Restricted Subsidiaries of that person or a
                combination of such person or one or more of the Restricted
                Subsidiaries; and

           (b)  which is either managed or controlled by such person or any of
                its Restricted Subsidiaries, and which in the case of each of
                clauses (1) and (2),

                o    is engaged in a Permitted Business;

                o    only incurs Indebtedness to Concentra Operating;

                o    does not enter into any Guarantee; and

                o    distributes all cash pro rata in accordance with the Equity
                     Interests in the Permitted Joint Venture at least annually,
                     other than cash required to be reserved on its balance
                     sheet in accordance with GAAP consistent with past
                     practice.

      "PERMITTED LIENS" means:

      (1)  Liens that secure up to an aggregate principal amount of $475 million
           of Senior Indebtedness and Guarantees incurred pursuant to our
           senior credit facilities;

      (2)  Liens in favor of Concentra Operating or any Restricted Subsidiary;

      (3)  Liens on property of a person existing at the time such person
           becomes a Restricted Subsidiary or is merged into or consolidated
           with Concentra Operating or any Restricted Subsidiary of Concentra
           Operating, provided that such Liens were not incurred in
           contemplation of such event, merger or consolidation and do not
           extend to any assets other than those of the person that becomes a
           Restricted Subsidiary or merged into or consolidated with Concentra
           Operating or any Restricted Subsidiary;

      (4)  Liens on property existing at the time of acquisition of the property
           by Concentra Operating or any Restricted Subsidiary of Concentra
           Operating, provided such Liens were not incurred in contemplation of
           such acquisition;


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      (5)  Liens to secure the performance of statutory obligations, surety or
           appeal bonds, performance bonds or other obligations of a like nature
           incurred in the ordinary course of business;

      (6)  Liens existing on August 17, 1999;

      (7)  Liens for taxes, assessments or governmental charges or claims that
           are not yet delinquent or that are being contested in good faith by
           appropriate proceedings promptly instituted and diligently concluded,
           provided that any reserve or other appropriate provision as shall be
           required in conformity with GAAP shall have been made therefor;

      (8)  Liens to secure Indebtedness, including Capital Lease Obligations,
           permitted by clause (4) of the second paragraph of the covenant
           described above under the caption "--Certain Covenants-Incurrence of
           Indebtedness and Issuance of Preferred Stock";

      (9)  Liens securing Permitted Refinancing Indebtedness where the Liens
           securing the Indebtedness being refinanced were permitted under the
           indenture;

      (10) Liens incurred in the ordinary course of business of Concentra
           Operating or any Restricted Subsidiary of Concentra Operating with
           respect to obligations that do not exceed $5 million at any one time
           outstanding and that:

           (a)  are not incurred in connection with the borrowing of money or
                the obtaining of advances or credit, other than trade credit in
                the ordinary course of business, and

           (b)  do not in the aggregate materially detract from the value of the
                property or materially impair the use of the property in the
                operation of business by Concentra Operating or such Restricted
                Subsidiary;

      (11) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse
           Debt of Unrestricted Subsidiaries;

      (12) easements, rights-of-way, zoning and similar restrictions and other
           similar encumbrances or title defects incurred or imposed, as
           applicable, in the ordinary course of business and consistent with
           industry practices;

      (13) any interest or title of a lessor under any Capital Lease Obligation;

      (14) Liens securing reimbursement obligations with respect to commercial
           letters of credit which encumber documents and other property
           relating to such letters of credit and products and proceeds the
           letters of credit;

      (15) Liens encumbering deposits made to secure obligations arising from
           statutory, regulatory, contractual or warranty requirements of
           Concentra Operating or any of its Restricted Subsidiaries, including
           rights of offset and set-off;

      (16) Liens securing Hedging Obligations which Hedging Obligations relate
           to Indebtedness that is otherwise permitted under the indenture;

      (17) deposits by such person, in each case incurred in the ordinary course
           of business:

           (a)  under workmen's compensation laws, unemployment insurance and
                other types of social security legislation, other than any Lien
                imposed by the Employer Retirement Income Security Act of 1974,
                as amended;

           (b)  made in good faith in connection with bids, tenders, contracts,
                other than for the payment of Indebtedness, or leases to which
                such person is a party;

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           (c)  to secure public or statutory obligations of such person or
                deposits or cash or Cash Equivalents to secure surety or appeal
                bonds to which such person is a party; or

           (d)  as security for contested taxes or import or customs duties or
                for the payment of rent;

      (18) Liens imposed by law, including carriers', warehousemen's and
           mechanics' Liens, in each case for sums not yet delinquent or being
           contested in good faith by appropriate proceedings if a reserve or
           any other appropriate provisions as shall be required by GAAP shall
           have been made in respect of the Liens;

      (19) judgment Liens not giving rise to an Event of Default so long as such
           Lien is adequately bonded and any appropriate legal proceedings which
           may have been duly initiated for the review of such judgment have not
           been finally terminated or the period within which such proceedings
           may be initiated has not expired;

      (20) Liens securing Indebtedness of a Restricted Subsidiary owing to
           Concentra Operating or a wholly-owned Restricted Subsidiary, other
           than a Receivable Entity;

      (21) Liens securing the notes and Subsidiary Guarantees under the
           indenture;

      (22) Liens on assets transferred to a Receivables Entity or on assets of a
           Receivables Entity, in either case incurred in connection with a
           Qualified Receivables Transaction;

      (23) leases or subleases granted to others that do not materially
           interfere with the ordinary course of business of Concentra Operating
           and its Restricted Subsidiaries; and

      (24) Liens arising from filing Uniform Commercial Code financing
           statements regarding leases.

      "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of Concentra
Operating or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of Concentra Operating or any of its Restricted
Subsidiaries; provided that:

      (1)  the principal amount, or accreted value, if applicable, of such
           Permitted Refinancing Indebtedness does not exceed the principal
           amount of, or accreted value, if applicable, plus accrued interest
           on, the Indebtedness so extended, refinanced, renewed, replaced,
           defeased or refunded, plus the amount of reasonable expenses incurred
           in connection with the Permitted Refinancing, except, in the case of
           our senior credit facilities, the principal amount of such Permitted
           Refinancing Indebtedness does not exceed the greater of:

           (a)  the principal amount of Indebtedness permitted, whether or not
                borrowed, under clause (1) of the second paragraph of the
                covenant described above under the caption "--Certain
                Covenants--Incurrence of Indebtedness and Issuance of Preferred
                Stock"; and

           (b)  the amount actually borrowed or available to be borrowed under
                our senior credit facilities;

      (2)  such Permitted Refinancing Indebtedness has a final maturity date no
           earlier than the final maturity date of, and has a Weighted Average
           Life to Maturity equal to or greater than the Weighted Average Life
           to Maturity of, the Indebtedness being extended, refinanced, renewed,
           replaced, defeased or refunded; and

      (3)  if the Indebtedness being extended, refinanced, renewed, replaced,
           defeased or refunded is subordinated in right of payment to the
           notes, such Permitted Refinancing Indebtedness has a final maturity
           date later than the final maturity date of, and is subordinated in
           right of payment to, the notes on terms at least as favorable to the
           holders of notes as those contained in the documentation governing
           the Indebtedness being extended, refinanced, renewed, replaced,
           defeased or refunded.

      "PURCHASE MONEY NOTE" means a promissory note of a Receivables Entity
evidencing a line of credit, which may be irrevocable, from Concentra Operating
or any Restricted Subsidiary of Concentra Operating in connection

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with a Qualified Receivables Transaction to a Receivables Entity, which note is
repayable from cash available to the Receivables Entity, other than amounts
required to be established as reserves pursuant to agreements, amounts paid to
investors and amounts owing to such investors and amounts paid in connection
with the purchase of newly generated accounts receivable.

      "QUALIFIED RECEIVABLES TRANSACTION" means any transaction or series of
transactions that may be entered into by Concentra Operating or any of its
Restricted Subsidiaries on an arms' length basis with the Standard
Securitization Undertakings pursuant to which Concentra Operating or any of its
Restricted Subsidiaries may sell, convey or otherwise transfer to:

      (1)  a Receivables Entity, in the case of a transfer by Concentra
           Operating or any of its Restricted Subsidiaries; or

      (2)  any other person, in the case of a transfer by a Receivables Entity;

or may grant a security interest in, any accounts receivable, whether now
existing or arising in the future, of Concentra Operating or any of its
Restricted Subsidiaries, and any related assets including, without limitation,
all collateral securing such accounts receivable, all contracts and all
guarantees or other obligations in respect of such accounts receivable, the
proceeds of such receivables and other assets which are customarily transferred,
or in respect of which security interests are customarily granted in connection
with asset securitization involving accounts receivable; provided that the
aggregate consideration received in each such sale is at least equal to the
aggregate fair market value of the receivables transferred.

      "RECEIVABLES ENTITY" means a wholly-owned Subsidiary of Concentra
Operating, or another person in which Concentra Operating or any Restricted
Subsidiary of Concentra Operating makes an Investment and to which Concentra
Operating or any Restricted Subsidiary of Concentra Operating enters into a
Qualified Receivables Transaction, which engages in no activities other than the
financing of a Qualified Receivables Transaction and which is designated by the
board of directors of Concentra Operating, as provided below, as a Receivables
Entity:

      (1)  no portion of Indebtedness or any other obligations, contingent or
           otherwise, of such person of which:

           (a)  is guaranteed by Concentra Operating or any Restricted
                Subsidiary of Concentra Operating, excluding guarantees of
                Obligations, other than the principal, and interest, on
                Indebtedness, pursuant to Standard Securitization Undertakings;

           (b)  has recourse to or obligates Concentra Operating or any
                Restricted Subsidiary of Concentra Operating in any way other
                than pursuant to Standard Securitization Undertakings; and

           (c)  subjects any property or asset of Concentra Operating or any
                Restricted Subsidiary of Concentra Operating, directly or
                indirectly, contingently or otherwise, to the satisfaction of
                the Receivables Entity, other than pursuant to Standard
                Securitization Undertakings;

      (2)  with which neither Concentra Operating nor any Restricted Subsidiary
           of Concentra Operating has any contract, agreement, arrangement or
           understanding other than:

           (a)  a Qualified Receivables Transaction in the ordinary course of
                business; and

           (b)  fees payable in the ordinary course of business in connection
                with servicing accounts receivable both of which shall be on
                terms no less favorable to Concentra Operating or such
                Restricted Subsidiary than those that might be obtained at the
                time from persons that are not Affiliates of Concentra
                Operating; and

      (3)  to which neither Concentra Operating nor any Restricted Subsidiary of
           Concentra Operating has any obligation to:

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           (a)  subscribe for additional shares of Capital Stock or other Equity
                Interests in the Receivables Entity or make any additional
                capital contributions or similar payments or transfers other
                than in connection with a Qualified Receivables Transaction; or

           (b)  maintain or preserve such entity's solvency, any balance sheet
                term, financial condition, level of income or cause such entity
                to achieve certain levels of operating results.

      Any such designation by the board of directors of Concentra Operating
shall be evidenced to the trustee by filing with the trustee a certified copy of
the resolution of the board of directors of Concentra Operating giving effect to
such designation and an officers' certificate certifying that such designation
complied with the foregoing conditions.

      "RELATED PARTY" with respect to any person means:

      (1)  any controlling stockholder or partner, 80%, or more, owned
           Subsidiary, or spouse or immediate family member, in the case of an
           individual, of such person; or

      (2)  any trust, corporation, partnership or other entity, the
           beneficiaries, stockholders, partners, owners or persons beneficially
           holding a 51% or more controlling interest of which consist of such
           person and/or such other persons referred to in the immediately
           preceding clause.

      "REORGANIZATION SECURITIES" means securities distributed to holders of the
notes in an Insolvency or Liquidation Proceeding pursuant to a plan of
reorganization consented to by each class of the Senior Indebtedness, but only
if in such plan of reorganization the holders of the notes on the one hand and
the holders of the Senior Indebtedness on the other hand are placed in separate
and distinct classes from each other and from the classes of other claimants and
the class of the holders of the notes is junior to the class of the holders of
the Senior Indebtedness and only if all of the terms and conditions of such
securities including, without limitation, term, tenor, interest, amortization,
subordination, standstills, covenants and defaults are at least as favorable,
and provide the same relative benefits, to the holders of Senior Indebtedness
and to the holders of any security distributed in such Insolvency or Liquidation
Proceeding on account of any such Senior Indebtedness as the terms and
conditions of the notes and the indenture are, and provide, to the holders of
Senior Indebtedness.

      "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

      "RESTRICTED PAYMENT" means:

      (1)  the declaration or payment of any dividend or any other payment or
           distribution on account of Concentra Operating's or any of its
           Restricted Subsidiaries' Equity Interests, including, without
           limitation, any payment on such Equity Interests in connection with
           any merger or consolidation involving Concentra Operating, or to the
           direct or indirect holders of Concentra Operating's or any of its
           Restricted Subsidiaries' Equity Interests in their capacity as such,
           other than dividends or distributions payable in Equity Interests,
           other than Disqualified Stock, of Concentra Operating or to Concentra
           Operating or a Restricted Subsidiary of Concentra Operating;

      (2)  any payment on account of the purchase, redemption or other
           acquisition or retirement for value, including without limitation, in
           connection with any merger or consolidation involving Concentra
           Operating, any Equity Interests of Concentra Operating or any direct
           or indirect parent of Concentra Operating or any Restricted
           Subsidiary of Concentra Operating, other than any such Equity
           Interests owned by Concentra Operating or any Restricted Subsidiary
           of Concentra Operating;

      (3)  any payment on or with respect to, or purchase, redeem, defease or
           otherwise acquire or retire for value any Indebtedness that is
           subordinated to the Notes or the Subsidiary Guarantees, except
           scheduled payments of interest or principal at stated maturity; or

      (4) any Restricted Investment.


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      "RESTRICTED SUBSIDIARY" of a person means any Subsidiary of the referent
person that is not an Unrestricted Subsidiary.

      "SENIOR INDEBTEDNESS" means:

      (1)  all Indebtedness outstanding under our senior credit facilities,
           including any Guarantees of the Indebtedness and all related Hedging
           Obligations;

      (2)  any other Indebtedness permitted to be incurred by Concentra
           Operating under the terms of the indenture, unless the instrument
           under which such Indebtedness is incurred expressly provides that it
           is on a parity with or subordinated in right of payment to the notes;
           and

      (3)  all Obligations with respect to the preceding clauses (1) and (2).

      Despite the above, Senior Indebtedness will not include:

      (1)  any liability for federal, state, local or other taxes owed or owing
           by Concentra Operating;

      (2)  any Indebtedness of Concentra Operating to any of its Subsidiaries or
           other Affiliates;

      (3)  any trade payables; or

      (4)  any Indebtedness that is incurred in violation of the indenture.

      "STANDARD SECURITIZATION UNDERTAKINGS" means the interest rate,
representations, warranties, covenants, the events of default and indemnities
entered into by Concentra Operating or any Restricted Subsidiary of Concentra
Operating which shall be customary in securitization of accounts receivable
transactions and on market terms.

      "SUBSIDIARY" means, with respect to any person:

      (1)  any corporation, association or other business entity of which more
           than 50% of the total voting power of shares of Capital Stock
           entitled, without regard to the occurrence of any contingency, to
           vote in the election of directors, managers or trustees of such
           business entity is at the time owned or controlled, directly or
           indirectly, by such person or one or more of the other Subsidiaries
           of that person, or a combination of such person or one or more of the
           other Subsidiaries of that person;

      (2)  any partnership or limited liability company:

           (a)  the sole general partner or the managing general partner or
                managing member of which is such person or a Subsidiary of such
                person or

           (b)  the only general partners of which are such person or of one or
                more Subsidiaries of such person, or any combination of such
                person or one or more of the other Subsidiaries of that person;
                and

      (3) any Permitted Joint Venture of such person.

      "SUBSIDIARY GUARANTEE" means a Guarantee provided by a Restricted
Subsidiary.

      "UNRESTRICTED SUBSIDIARY" means any Subsidiary that is designated by the
board of directors as an Unrestricted Subsidiary pursuant to a board resolution,
but only to the extent that such Subsidiary:

      (1)  has no Indebtedness other than Non-Recourse Debt;


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<PAGE>


      (2)  is not party to any agreement, contract, arrangement or understanding
           with Concentra Operating or any Restricted Subsidiary of Concentra
           Operating unless the terms of any such agreement, contract,
           arrangement or understanding are no less favorable to Concentra
           Operating or such Restricted Subsidiary than those that might be
           obtained at the time from persons who are not Affiliates of Concentra
           Operating;

      (3)  is a person with respect to which neither Concentra Operating nor any
           of its Restricted Subsidiaries has any direct or indirect obligation:

           (a)  to subscribe for additional Equity Interests; or

           (b)  to maintain or preserve such person's financial condition or to
                cause such person to achieve any specified levels of operating
                results;

      (4)  has not guaranteed or otherwise directly or indirectly provided
           credit support for any Indebtedness of Concentra Operating or any of
           its Restricted Subsidiaries; and

      (5)  has at least one director on its board of directors that is not a
           director or executive officer of Concentra Operating or any of its
           Restricted Subsidiaries and has at least one executive officer that
           is not a director or executive officer of Concentra Operating or any
           of its Restricted Subsidiaries.

      Any designation of a Subsidiary of Concentra Operating as an Unrestricted
Subsidiary shall be evidenced to the trustee by filing with the trustee a
certified copy of the board resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under the
caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of Concentra Operating
as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under the covenant described under the caption "-- Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
Concentra Operating shall be in default of such covenant. The board of directors
of Concentra Operating may at any time designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided that such designation shall be deemed to be
an incurrence of Indebtedness by a Restricted Subsidiary of Concentra Operating
of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall be permitted only if:

      (1)  such Indebtedness is permitted under the covenant described under the
           caption "--Certain Covenants--Incurrence of Indebtedness and Issuance
           of Preferred Stock;" and

      (2)  no Default or Event of Default would be in existence following such
           designation.

      "VOTING STOCK" of any person as of any date means the Capital Stock of
such person that is at the time entitled to vote in the election of the board of
directors of such person.

      "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

      (1)  the sum of the products obtained by multiplying:

           (a)  the amount of each then remaining installment, sinking fund,
                serial maturity or other required payments of principal,
                including payment at final maturity, in respect the
                Indebtedness; by

           (b)  the number of years, calculated to the nearest one-twelfth, that
                will elapse between such date and the making of such payment; by

      (2)  the then outstanding principal amount of such Indebtedness.


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                 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

      The summary below describes the material United States federal income tax
consequences of the exchange of old notes for new notes as of the date of this
prospectus. The discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended, and regulations, rulings and judicial
decisions thereunder as of the date hereof, and such authorities may be
repealed, revoked or modified so as to result in federal income tax consequences
different from those discussed below. You should consult your own tax advisors
concerning the federal income tax consequences in light of their particular
situations as well as any consequences arising under the laws of any other
taxing jurisdiction.

      The exchange of old notes for new notes pursuant to the exchange offer
should not be treated as an "exchange" for federal income tax purposes, because
the new notes should not be considered to differ materially in kind or extent
from the old notes. Rather, the new notes received by you should be treated as a
continuation of your old notes. As a result, there should be no federal income
tax consequences to you if you exchange notes for new notes pursuant to the
exchange offer.

                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. 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 notes received in exchange for old notes where
such old notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. We have agreed that, for a period of 90
days after the expiration date of the exchange offer, we will make this
prospectus available to any broker-dealer for use in connection with any such
resale. In addition, for a period of 90 days after the expiration date, all
dealers effecting transactions in the new notes may be required to deliver a
prospectus.

      We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the new notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such new notes. Any broker-dealer
that resells new notes that were received by it for its own account pursuant to
the exchange offer and any broker or dealer that participates in a distribution
of new notes may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any profit on any such resale of new notes and any
commissions or concessions received by any such person may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act by acknowledging that it
will deliver and by delivering a prospectus. We have no arrangement or
understanding with any broker or dealer to distribute the new notes received in
the exchange offer.

      For a period of 90 days after the expiration date we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in the letter of
transmittal.

      Each broker-dealer that receives new notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. 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 notes received in exchange for old notes where
such old notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. We have agreed that, for a period of 90
days after the expiration date of the exchange offer, we will make this
prospectus available to any broker-dealer for use in connection with any such
resale. In addition, for a period of 90 days after the expiration date, all
dealers effecting transactions in the new notes may be required to deliver a
prospectus.


                                      125
<PAGE>

      We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the new notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such new notes. Any broker-dealer
that resells new notes that were received by it for its own account pursuant to
the exchange offer and any broker or dealer that participates in a distribution
of new notes may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any profit on any such resale of new notes and any
commissions or concessions received by any such person may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act by acknowledging that it
will deliver and by delivering a prospectus. We have no arrangement or
understanding with any broker or dealer to distribute the new notes received in
the exchange offer.

      For a period of 90 days after the expiration date we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in the letter of
transmittal.

                                  LEGAL MATTERS

      The validity of the new notes will be passed upon for us by Reboul,
MacMurray, Hewitt, Maynard & Kristol, New York, New York.

                                     EXPERTS

      The financial statements and schedules for Concentra for each of the three
years in the period ended December 31, 1998, included in this prospectus and
elsewhere in this registration statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.

                       WHERE YOU CAN GET MORE INFORMATION

      We and our subsidiary guarantors have filed with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933,
as amended, covering the notes to be issued in the exchange offer. As permitted
by the Commission rules, this prospectus omits certain information included in
the registration statement. For further information pertaining to us, our
subsidiary guarantors, the exchange offer and the notes, we refer you to the
registration statement, including its exhibits. Any statement made in this
prospectus concerning the contents of any contract, agreement or other document
is not necessarily complete. If we have filed any such contract, agreement or
other document as an exhibit to the registration statement, you should read the
exhibit for a more complete understanding of the document or matter involved.
Each statement regarding a contract, agreement or other document made in this
prospectus is not necessarily complete and you should refer to the exhibits
attached to the registration statement for a copy of the actual document.

      You may read and copy any of the information we file with the Commission
at the Commission's public reference rooms at 1024, 450 Fifth Street, N.W.,
Washington, D.C., at 7 World Trade Center, 13th Floor, New York, New York 10048.
You can also obtain copies of filed documents by mail from the public reference
section of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. You may call the Commission at 1-800-SEC-0330 for
further information on the operation of the public reference rooms. Filed
documents are also available to the public at the Commission's web site at
http://www.sec.gov.

      Following the exchange offer, we will be required to file annual,
quarterly and special reports, proxy statements and other information with the
Commission under the Exchange Act. Our obligation to file periodic reports with
the Commission will be suspended if the notes issued in the exchange offer are
held of record by fewer than 300 holders as of the beginning of any year.
However, to the extent permitted, the indenture governing the notes requires us
to file with the Commission financial and other information for public
availability. In addition, the indenture governing

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<PAGE>

the notes requires us to deliver to you copies of all reports that we file with
the Commission without any cost to you. We will also furnish such other reports
as we may determine or as the law requires.

      Whether or not required by the Commission, so long as any notes are
outstanding, we will furnish the holders of notes, within the time periods
specified in the Commission's rules and regulations:

      o    all quarterly and annual financial information that would be required
           to be contained in a filing with the Commission on Forms 10-Q and
           10-K if Concentra Operating were required to file such Forms,
           including a "Management's Discussion and Analysis of Financial
           Condition and Results of Operations" and, with respect to the annual
           information only, a report on the annual financial statements by
           Concentra Operating's certified independent accountants; and

      o    all current reports that would be required to be filed with the
           Commission on Form 8-K if Concentra Operating were required to file
           such reports.

      Anyone who receives this prospectus may obtain a copy of the indenture and
registration rights agreement without charge by writing to Concentra Operating
Corporation, 5080 Spectrum Drive, Suite 400 West Tower, Addison, TX 75001;
Attention: General Counsel.

                                      127
<PAGE>
                         CONCENTRA OPERATING CORPORATION

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                          --
<S>                                                                                     <C>
CONCENTRA OPERATING CORPORATION
Consolidated Financial Statements as of December 31, 1998 and September 30, 1999
  and for the Three and Nine Months Ended September 30, 1998 and 1999 (Unaudited)...    F-2-
                                                                                        F-11
Consolidated Financial Statements as of December 31, 1997 and 1998 and for each
  of the Three Years Ended December 31, 1996, 1997 and 1998, together
  with the Report of Independent Public Accountants.................................    F-12-
                                                                                        F-39

COMPUTATION OF PRO FORMA RATIOS.....................................................    F-40

COMPUTATION OF RATIOS...............................................................    F-41
</TABLE>

                                      F-1
<PAGE>



                          CONCENTRA MANAGED CARE, INC.

    Consolidated Financial Statements as of December 31, 1998 and September 30,
1999 and for the Three and Nine Months Ended September 30, 1998 and 1999











                                      F-2
<PAGE>




                         CONCENTRA OPERATING CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                 AS OF DECEMBER 31, 1998 AND SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                                              DECEMBER 31,        SEPTEMBER 30,
                                       ASSETS                                                     1998                1999
                                                                                              -------------       -------------
                                                                                                                   (UNAUDITED)
<S>                                                                                             <C>                 <C>
CURRENT ASSETS:
 Cash and cash equivalents.........................................................             $101,128,000        $ 10,584,000
 Marketable securities.............................................................                5,000,000                  --
 Accounts receivable, net..........................................................              127,615,000         158,595,000
 Prepaid expenses, tax assets and other current assets.............................               33,094,000          33,922,000
                                                                                                ------------        ------------
  Total current assets.............................................................              266,837,000         203,101,000
PROPERTY AND EQUIPMENT, at cost....................................................              138,147,000         166,023,000
Accumulated depreciation and amortization..........................................              (52,220,000)        (65,236,000)
                                                                                                ------------        ------------
NET PROPERTY AND EQUIPMENT.........................................................               85,926,000         100,787,000
GOODWILL AND OTHER INTANGIBLE ASSETS, NET..........................................              277,953,000         314,205,000
MARKETABLE SECURITIES..............................................................               10,583,000                  --
OTHER ASSETS.......................................................................               15,495,000          30,711,000
                                                                                                ------------        ------------
                                                                                                $656,794,000        $648,804,000
                                                                                                ============        ============
                      LIABILITIES AND SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
 Revolving credit facilities.......................................................             $         --        $  1,500,000
 Current portion of long-term debt.................................................                   55,000           3,805,000
 Accounts payable..................................................................               13,098,000          12,556,000
 Accrued expenses..................................................................               25,841,000          38,009,000
 Accrued payroll and related expenses..............................................               25,973,000          33,676,000
                                                                                                ------------        ------------
  Total current liabilities........................................................               64,967,000          89,546,000
LONG-TERM DEBT, NET OF CURRENT PORTION (Note 1 and 5)..............................              327,870,000         560,664,000
DEFERRED INCOME TAXES AND OTHER LIABILITIES........................................               24,082,000          36,039,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' INVESTMENT (Note 1) :
 Common stock......................................................................                  471,000                  --
 Paid-in capital...................................................................              270,654,000                  --
 Accumulated other comprehensive income--unrealized gain on marketable securities..                   60,000                  --
 Retained deficit..................................................................              (31,310,000)        (37,445,000)
                                                                                                ------------        ------------
  Total shareholders' investment...................................................              239,875,000         (37,445,000)
                                                                                                ------------        ------------
                                                                                                $656,794,000        $648,804,000
                                                                                                ============        ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-3
<PAGE>


                         CONCENTRA OPERATING CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED                       NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                           SEPTEMBER 30,
                                                            ----------------------------             ----------------------------
                                                          1998                 1999               1998                 1999
                                                     -----------             -----------     ------------            ------------
                                                        RESTATED                                RESTATED
<S>                                                    <C>                  <C>                 <C>                 <C>
Revenue:
 Health Services..............................         $ 69,608,000         $ 89,857,000        $193,690,000         $242,421,000
 Managed Care Services:
  Specialized cost containment................           45,687,000           50,718,000         137,190,000          151,630,000
  Field case management.......................           42,067,000           36,083,000         128,265,000          112,106,000
                                                       ------------         ------------        ------------         ------------
  Total Managed Care Services.................           87,754,000           86,801,000         265,455,000          263,736,000
                                                       ------------         ------------        ------------         ------------
   Total revenue..............................          157,362,000          176,658,000         459,145,000          506,157,000
Cost of services:
 Health Services..............................           51,202,000           71,371,000         145,203,000          191,757,000
 Managed Care Services........................           67,458,000           67,617,000         199,988,000          201,172,000
                                                       ------------         ------------        ------------         ------------
  Total cost of services......................          118,660,000          138,988,000         345,191,000          392,929,000
                                                       ------------         ------------        ------------         ------------
  Total gross profit..........................           38,702,000           37,670,000         113,954,000          113,228,000
General and administrative expenses...........           11,851,000           15,957,000          33,724,000           47,218,000
Amortization of intangibles...................            2,051,000            3,342,000           6,102,000            9,495,000
Non-recurring charge..........................                   --           54,419,000          12,600,000           54,419,000
                                                       ------------         ------------        ------------         ------------
  Operating income (loss).....................           24,800,000          (36,048,000)         61,528,000            2,096,000
Interest expense..............................            4,653,000           10,223,000          13,123,000           19,614,000
Interest income...............................           (1,277,000)            (598,000)         (2,939,000)          (2,724,000)
Other, net....................................              (21,000)            (427,000)             88,000             (147,000)
                                                       ------------         ------------        ------------         ------------
  Income (loss)  before income taxes..........           21,445,000          (45,246,000)         51,256,000          (14,647,000)
Provision (benefit) for income taxes..........            9,000,000           (3,176,000)         23,803,000            9,829,000
                                                       ------------         ------------        ------------         ------------
Net income (loss).............................         $ 12,445,000         $(42,070,000)       $ 27,453,000         $(24,476,000)
                                                       ============         ============        ============         ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-4
<PAGE>




                         CONCENTRA OPERATING CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                 1998                    1999
                                                                                             ------------            ------------
                                                                                               Restated
<S>                                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................................................        $ 27,453,000          $ (24,476,000)
Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization........................................................          10,625,000             15,798,000
  Amortization of intangibles..........................................................           6,102,000              9,495,000
  Amortization of deferred finance costs...............................................           1,200,000              1,528,000
  Earnings of unconsolidated subsidiaries, net of distributions........................              (7,000)               (61,000)
  Write-off of fixed assets............................................................                  --                402,000
  Merger related deferred compensation expense.........................................                  --             14,555,000
Change in assets and liabilities:
  Accounts receivable..................................................................         (20,409,000)           (23,686,000)
  Prepaid expenses and other assets....................................................          (4,160,000)              (960,000)
  Accounts payable, accrued expenses and income taxes..................................           9,231,000             11,716,000
                                                                                                -----------            -----------
   Net cash provided by operating activities...........................................          30,035,000              4,311,000
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash acquired....................................................         (16,740,000)           (43,284,000)
 Purchase of property and equipment....................................................         (26,243,000)           (25,950,000)
 Purchase of investments, net..........................................................         (14,496,000)            15,523,000
 Proceeds from sale of property and equipment and other................................             440,000                     --
                                                                                                -----------            -----------
   Net cash used in investing activities...............................................         (57,039,000)           (53,711,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
 Borrowings (payments) under revolving credit facilities, net..........................         (49,000,000)             1,500,000
 Proceeds from the issuance of long-term debt..........................................         230,000,000            565,426,000
 Payment of deferred financing costs...................................................          (6,411,000)           (18,000,000)
 Repayments of long-term debt..........................................................         (49,608,000)            (1,145,000)
 Net proceeds from the issuance of common stock under employee stock
   purchase and option plans ..........................................................          11,731,000              2,579,000
 Payments to dissenting shareholders...................................................         (15,047,000)                    --
 Repayment of long-term debt and other Merger payments.................................                  --           (577,077,000)
 Merger related stock option and warrant payments......................................                  --            (14,427,000)
 Dividends and distributions to shareholders...........................................          (2,809,000)                     --
                                                                                                -----------             -----------
   Net cash provided by (used in) financing activities.................................         118,856,000            (41,144,000)
                                                                                                -----------             -----------
NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS..................................................................          91,852,000            (90,544,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.........................................          11,964,000            101,128,000
                                                                                                -----------            -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD...............................................        $103,816,000            $10,584,000
                                                                                                ===========            ===========
 Interest paid.........................................................................         $ 7,321,000            $12,359,000
 Income taxes paid.....................................................................        $ 13,953,000            $ 4,926,000
 Conversion of notes payable into common stock.........................................        $ 10,000,000                    $--
 Liabilities and debt assumed in acquisitions..........................................         $ 4,008,000            $ 3,749,000
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-5
<PAGE>

                         CONCENTRA OPERATING CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

      The accompanying unaudited financial statements have been prepared by
Concentra Operating Corporation (the "Company" or "Concentra"), a wholly-owned
subsidiary of Concentra Managed Care, Inc. (the "Parent Company") pursuant to
the rules and regulations of the Securities and Exchange Commission, and reflect
all adjustments (all of which are of a normal recurring nature) which, in the
opinion of management, are necessary for a fair statement of the results of the
interim periods presented. These financial statements do not include all
disclosures associated with the annual financial statements and, accordingly,
should be read in conjunction with the attached Management's Discussion and
Analysis of Financial Condition and Results of Operations and the financial
statements and footnotes for the year ended December 31, 1998 included elsewhere
in this prospectus, where certain terms have been defined.


(1) RECAPITALIZATION TRANSACTION

      On March 2, 1999, Concentra Managed Care, Inc. (the "Parent Company")
announced that it had signed a definitive merger agreement to merge (the
"Merger") with Yankee Acquisition Corp. ("Yankee"), a corporation formed by
Welsh, Carson, Anderson & Stowe ("WCAS"), a 14.9% stockholder of the Company.
Concentra's board of directors unanimously approved the transaction based upon
the recommendation of its special committee of the board of directors, which was
formed on October 29, 1998 to evaluate strategic alternatives in response to
several unsolicited expressions of interest regarding the possible acquisition
of some or all of the Company's common stock. On March 24, 1999, Concentra
entered into an amended and restated agreement and plan of merger with Yankee.

     On August 17, 1999, Concentra Managed Care, Inc. merged with Yankee. As a
result of the Merger, each outstanding share of Concentra Managed Care, Inc.
common stock was converted into the right to receive $16.50 in cash. WCAS
acquired approximately 86%, funds managed by Ferrer Freeman Thompson & Co., LLC
("FFT") acquired approximately 7% and other investors acquired approximately 7%
of the post-merger shares of common stock of Concentra Managed Care, Inc.,
Concentra Operating Corporation's parent company, for $16.50 per share.
Simultaneous with the right to receive cash for shares, Yankee merged with and
into Concentra Managed Care, Inc., the surviving entity, and Concentra Managed
Care, Inc. contributed all of it operating assets and liabilities with the
exception of $110,000,000 of 14% Senior Discount Debentures due 2010 and
$327,750,000 of 6.0% and 4.5% Convertible Subordinated Notes to Concentra
Operating Corporation (the "Company" or "Concentra"), a wholly-owned subsidiary
of Concentra Managed Care, Inc. The 6.0% and 4.5% Convertible Subordinated Notes
were substantially retired during the quarter as a result of the Merger. The
Merger was accounted for as a recapitalization transaction, with no changes to
the basis of assets or liabilities.

      The transaction was valued at approximately $1,100,000,000, including the
refinancing of $327,737,000 of the 6.0% and 4.5% Convertible Subordinated Notes
that were tendered during the quarter. To finance the acquisition of Concentra
Managed Care, Inc., WCAS, FFT and other investors invested approximately
$423,679,000 in equity financing, including the value of shares already owned by
Welsh Carson, and $110,000,000 of 14% Senior Discount Debentures due 2010 with
warrants issued by Concentra Managed Care, Inc. exercisable into its common
shares. Concentra Operating Corporation received from various lenders
$375,000,000 in term loans, a $100,000,000 revolving credit facility to replace
the pre-merger revolving credit facility and $190,000,000 of 13% Series A Senior
Subordinated Notes due 2009. Concentra's excess cash balances funded merger and
financing related fees and expenses and related employee stock option exercises
and cancellation payments.

      Concentra incurred $18,000,000 of deferred financing fees for the issuance
of the Merger related financing and recorded a non-recurring charge of
$54,419,000 in the third quarter of 1999 incurred primarily for fees, expenses
and other non-recurring charges associated with the Merger. The utilization of
this non-recurring charge through September 30, 1999, was approximately
$15,466,000 for professional fees and services, $13,506,000 for employee related
stock option exercises and cancellations, $10,500,000 for a WCAS transaction
fee, $5,493,000 in non-cash charges for deferred compensation expense related to
the accelerated vesting and issuance of 210,000 shares of restricted stock and
$1,666,000 of other non-recurring charges. At September 30, 1999, approximately
$7,788,000 of the non-recurring charge remains for professional fees and
services, employee related stock options and other non-recurring charges.

                                      F-6
<PAGE>

                         CONCENTRA OPERATING CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


(2) BASIS OF PRESENTATION

      The accompanying consolidated financial statements as of December 31, 1998
and September 30, 1999 and for the three and nine months ended September 30,
1998 and 1999 and related footnotes reflect the operating results of Concentra
Managed Care, Inc. through August 17, 1999 and the operating results of
Concentra Operating Corporation from August 18, 1999 through September 30, 1999.
Concentra Operating Corporation is a wholly-owned subsidiary of Concentra
Managed Care, Inc. and they are considered entities under common control,
therefore, combined financial statements have been presented. Earnings per share
has not been reported for all periods presented, as Concentra Operating
Corporation is a wholly-owned subsidiary of Concentra Managed Care, Inc. and has
no publicly held shares.

      The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130")
effective in the second quarter of 1998. SFAS 130 establishes standards for
reporting comprehensive income and its components in the consolidated financial
statements. The Company's reported net income for the three and nine months
ended September 30, 1998 and 1999 does not differ from comprehensive income as
defined in SFAS 130.


(3) CHANGE IN ESTIMATE

      The Company has historically amortized goodwill over periods ranging from
30 to 40 years. Effective January 1, 1999, the Company changed its policy, on a
prospective basis, with respect to amortization of goodwill. All existing and
future goodwill will be amortized over a period not to exceed 25 years. Had the
Company adopted this policy at the beginning of 1998, amortization for the three
and nine months ended September 30, 1998 and for the year ended December 31,
1998 would have increased approximately $800,000, $2,400,000 and $3,300,000,
respectively. As of September 30, 1999, net intangible assets consisted of the
following:
<TABLE>
<CAPTION>
      <S>                                                                                <C>
      Goodwill, amortization period of 25 years....................................      $311,707,000
      Customer lists, amortization period of 7 years...............................         1,168,000
      Assembled workforce, amortization period of 5 years..........................         1,330,000
                                                                                         ------------
      Total intangible assets, weighted average amortization period of 24.8 years..      $314,205,000
                                                                                         ============
</TABLE>

(4) RECENT ACQUISITIONS AND NON-RECURRING CHARGES

      On February 24, 1998, the Company acquired all of the outstanding common
stock of Preferred Payment Systems, Inc. ("PPS") of Naperville, Illinois, in
exchange for approximately 7,100,000 shares of Concentra common stock, the
assumption of PPS options totaling approximately 580,000 shares of Concentra
common stock, the payment of $15,047,000 in cash to dissenting PPS shareholders,
and the assumption of approximately $49,000,000 of debt which was repaid at the
time of the merger (see Note 5). This transaction was accounted for as a pooling
of interests. PPS, founded in 1990, is a provider of specialized cost
containment and outsourcing services for healthcare payors.

      In the first quarter of 1998, the Company recorded a non-recurring charge
of $12,600,000 primarily associated with the merger of PPS. The utilization of
this charge through September 30, 1999, was approximately $5,261,000 for
professional fees and services, $2,578,000 in costs associated with personnel
reductions, $1,139,000 in facility consolidations and closings, $1,627,000
associated with the write-off of deferred financing fees on PPS indebtedness
retired and $1,520,000 of other non-recurring costs. At September 30, 1999,
approximately $475,000 of the non-recurring charge remains primarily related to
remaining facility lease obligations.


                                      F-7
<PAGE>

                         CONCENTRA OPERATING CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

      In the fourth quarter of 1998, the Company recorded a non-recurring charge
of $20,514,000 primarily associated with the reorganization of its Managed Care
Services division to improve efficiency through facility consolidations and
related headcount reductions, an impairment loss on the intangible related to an
acquired contract and costs associated with settling claims on other expired
contracts. The utilization of this charge through September 30, 1999 was
approximately $7,416,000 in charges related to an impairment loss on the
intangible related to an acquired contract, $3,945,000 in costs associated with
personnel reductions, $351,000 in costs associated with settling claims on other
expired contracts and $2,824,000 in facility consolidations and $85,000 of other
non-recurring costs. At September 30, 1999, approximately $5,893,000 of the
non-recurring charge remains primarily related to remaining facility lease
obligations and costs associated with settling claims on certain other expired
contracts.

     In the third quarter of 1999, the Company recorded a non-recurring charge
of $54,419,000 primarily for fees, expenses and other non-recurring charges
associated with the Merger. The utilization of this non-recurring charge through
September 30, 1999, was approximately $15,466,000 for professional fees and
services, $13,506,000 for employee related stock option exercises and
cancellations, $10,500,000 for a WCAS transaction fee, $5,493,000 in non-cash
charges for deferred compensation expense related to the accelerated vesting and
issuance of 210,000 shares of restricted stock and $1,666,000 of other
non-recurring charges. At September 30, 1999, approximately $7,788,000 of the
non-recurring charge remains for professional fees and services, employee
related stock option exercises and other non-recurring charges..

      The following is a rollforward of the non-recurring charges recorded in
1998 and 1999:
<TABLE>
      <S>                                  <C>                     <C>                <C>
      First quarter of 1998 $12,600,000 non-recurring charge:
                DECEMBER 31, 1998          CHARGED TO                                  SEPTEMBER 30, 1999
                     BALANCE                 INCOME                   USAGE                  BALANCE
                   $1,472,000                  $--                 $(997,000)               $475,000

      Fourth quarter of 1998 $20,514,000 non-recurring charge:
                DECEMBER 31, 1998          CHARGED TO                                  SEPTEMBER 30, 1999
                     BALANCE                 INCOME                   USAGE                  BALANCE
                   $9,468,000                  $--                $(3,575,000)             $5,893,000

      Third quarter of 1999 $54,419,000 non-recurring charge:
                DECEMBER 31, 1998          CHARGED TO                                  SEPTEMBER 30, 1999
                     BALANCE                 INCOME                   USAGE                  BALANCE
                       $--                 $54,419,000            $(46,631,000)            $7,788,000
</TABLE>

(5) REVOLVING CREDIT FACILITIES AND LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,         SEPTEMBER 30,
                                                                                                   1998                 1999
                                                                                               -------------        -------------
<S>                                                                                             <C>                 <C>
Revolving credit borrowings........................................................             $         --        $  1,500,000
Term Facilities:
Tranche B at ABR plus 2.25% due 2006...............................................                       --         249,375,000
Tranche C at ABR plus 2.50% due 2007...............................................                       --         124,688,000
13.0% Series A Senior Subordinated Notes due 2009..................................                       --         190,000,000
4.5% Convertible Subordinated Notes due March 2003.................................              230,000,000                  --
6.0% Convertible Subordinated Notes due December 2001..............................               97,750,000                  --
Other..............................................................................                  175,000             406,000
                                                                                                ------------        ------------
                                                                                                 327,925,000         565,969,000
Less: Current maturities...........................................................                  (55,000)         (5,305,000)
                                                                                                ------------        ------------
Long-term debt, net of current maturities..........................................             $327,870,000        $560,664,000
                                                                                                ============        ============
</TABLE>

                                      F-8
<PAGE>

                         CONCENTRA OPERATING CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

     On August 17, 1999, the Company entered into a $475,000,000 Credit
Agreement (the "Credit Facility") with a consortium of banks, providing for
$375,000,000 in term loans and a $100,000,000 revolving credit facility (the
"Revolving Credit Facility"). The $375,000,000 in term loans were issued as a
$250,000,000 term loan (the "Tranche B Term Loan") and a $125,000,000 term loan
(the "Tranche C Term Loan") bearing interest at the Applicable Base Rate, as
defined, plus 2.25% and 2.50%, respectively, or the Eurodollar Rate, as defined,
plus 3.25% and 3.50%, respectively. The Tranche B Term Loan matures on June 30,
2006 and requires quarterly principal payments of $625,000 through June 30, 2005
and $58,750,000 for each of the remaining four quarters. The Tranche C Term Loan
matures on June 30, 2007 and requires quarterly principal payments of $312,500
through June 30, 2006 and $29,062,500 for each of the remaining four quarters.
The $100,000,000 Revolving Credit Facility matures on August 17, 2005.
Borrowings under the Revolving credit facility are payable, at the Company's
option at ABR plus 1.75% or the Eurodollar Rate plus 2.75%. Commitment fees on
the unused revolver borrowings are at 0.5% per annum. The Company had borrowings
outstanding under the Revolving Credit Facility of $1,500,000 at September 30,
1999.

      The $190,000,000 13% Series A Senior Subordinated Notes (the "13%
Subordinated Notes") due August 15, 2009 are general unsecured indebtedness with
semi-annual interest payments due on February 15 and August 15 commencing on
February 15, 2000. The Company can redeem the 13% Subordinated Notes on or after
August 15, 2004 at 106.5% of the principal amount with the redemption premium
decreasing annually to 100.0% of the principal amount on August 15, 2008.

      The Credit Facility and 13% Subordinated Notes contain certain customary
covenants, including, without limitation, restrictions on the incurrence of
indebtedness, the sale of assets, certain mergers and acquisitions, the payment
of dividends on the Company's capital stock, the repurchase or redemption of
capital stock, transactions with affiliates, investments, capital expenditures
and changes in control of the Company. Under the Credit Facility, the Company is
also required to satisfy certain financial covenant ratio tests including
leverage ratios, interest coverage ratios and fixed charge coverage ratios. The
Company's obligations under the Senior Credit Facility are secured by a pledge
of stock in the Company's subsidiaries.

      The Company was in compliance with its covenants, including its financial
covenant ratio tests, in the third quarter of 1999.

      In December 1996, the Company issued $97,750,000 of 6.0% Convertible
Subordinated Notes due 2001. On September 17, 1997, the Company entered into a
$100,000,000 Senior Credit Facility with a syndicate of five banks. On February
23, 1998, the Company signed an amendment to expand the Company's borrowing
capacity under the Senior Credit Facility to $200,000,000 under similar terms
and conditions in order to finance the repayment of debt associated with its
acquisition of PPS. On February 24, 1998, the Company acquired PPS and retired
$49,000,000 of PPS' outstanding indebtedness. PPS' 5.0% Convertible Subordinated
Notes due August 2006 converted into 2,721,904 shares of Concentra Managed Care,
Inc. common stock. In March and April 1998, the Company issued $230,000,000 4.5%
Convertible Subordinated Notes due 2003 and the Senior Credit Facility borrowing
capacity was reduced to the original $100,000,000 amount. On August 17, 1999,
the Senior Credit Facility was replaced with the Revolving Credit Facility and
substantially all of the 6.0% and 4.5% Convertible Subordinated Notes were
retired through debt tender offers during the quarter in connection with the
Merger.


(6) SEGMENT INFORMATION

      Operating segments represent components of the Company's business that are
evaluated regularly by key management in assessing performance and resource
allocation. The Company has determined that its reportable segments consist of
its Health Services, Specialized Cost Containment and Field Case Management
Groups. The following are the reportable segments:

      Health Services manages occupational healthcare centers at which it
provides support personnel, marketing, information systems and management
services to its affiliated physicians. Health Services owns all the operating
assets of the occupational healthcare centers, including leasehold interests and
medical equipment.

                                      F-9
<PAGE>

                         CONCENTRA OPERATING CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

      Specialized Cost Containment services include first report of injury,
utilization management (precertification and concurrent review), retrospective
medical bill review, telephonic case management, specialized preferred provider
organization ("PPO") network access, independent medical examinations ("IMEs"),
peer reviews and out-of-network bill review services. These services are
designed to reduce the cost of workers' compensation claims, automobile accident
injury claims and group health claims.

      Field Case Management provides services involving case managers and nurses
working on a one-on-one basis with injured employees and their various
healthcare professionals, employers and insurance company adjusters to assist in
maximizing medical improvement and, where appropriate, to expedite the return to
work.

      The Health Services Group is managed separately and has different economic
characteristics from the Field Case Management and Cost Containment groups, and
is therefore shown as a separate reportable segment. The Field Case Management
Group and certain operating segments included in the Specialized Cost
Containment Group have similar economic characteristics and may share the same
management and/or locations. However, the Field Case Management Group is
reported as a separate segment for management reporting purposes and it
represents 41.6% and 42.5% of total Managed Care Services revenue for the three
and nine months ended September 30, 1999, respectively.

      There has not been a material change in the composition of segment
identifiable assets as of September 30, 1999 as compared to December 31, 1998
amounts reported in the Company's financial statements for the year ended
December 31, 1998 included elsewhere in this prospectus. Revenues from
individual customers, revenues between business segments and revenues, operating
profit and identifiable assets of foreign operations are not significant.


                                      F-10
<PAGE>

                         CONCENTRA OPERATING CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

      The Company's Statements of Operations on a segment basis for the three
and nine months ended September 30, 1998 and 1999 were as follows:
<TABLE>
<CAPTION>
                                                             FOR THE THREE MONTHS                     FOR THE NINE MONTHS
                                                              ENDED SEPTEMBER 30,                     ENDED SEPTEMBER 30,
                                                            ----------------------------             ----------------------------
                                                            1998                 1999               1998                 1999
                                                        -----------         ------------        ------------         ------------
<S>                                                    <C>                  <C>                 <C>                  <C>
Revenues:
 Health Services..............................         $ 69,608,000         $ 89,857,000        $193,690,000         $242,421,000
 Managed Care Services:
  Specialized cost containment................           45,687,000           50,718,000         137,190,000          151,630,000
  Field case management.......................           42,067,000           36,083,000         128,265,000          112,106,000
                                                       ------------         ------------        ------------         ------------
   Total Managed Care Services................           87,754,000           86,801,000         265,455,000          263,736,000
                                                       ------------         ------------        ------------         ------------
                                                        157,362,000          176,658,000         459,145,000          506,157,000
Gross profit margins:
 Health Services..............................           18,406,000           18,486,000          48,487,000           50,664,000
 Managed Care Services:
  Specialized cost containment................           14,817,000           16,729,000          45,301,000           50,071,000
  Field case management.......................            5,479,000            2,455,000          20,166,000           12,493,000
                                                       ------------         ------------        ------------         ------------
   Total Managed Care Services................           20,296,000           19,184,000          65,467,000           62,564,000
                                                       ------------         ------------        ------------         ------------
                                                         38,702,000           37,670,000         113,954,000          113,228,000
Operating income (1) (2):
 Health Services..............................           11,295,000              756,000          27,081,000           14,849,000
 Managed Care Services........................           13,505,000           (3,085,000)         34,447,000           20,966,000
 Non-recurring charge--Deal fees...............                  --          (33,719,000)                 --          (33,719,000)
                                                       ------------         ------------        ------------         ------------
                                                         24,800,000          (36,048,000)         61,528,000            2,096,000
Interest expense..............................            4,653,000           10,223,000          13,123,000           19,614,000
Interest income...............................           (1,277,000)            (598,000)         (2,939,000)          (2,724,000)
Other expense, net............................              (21,000)            (427,000)             88,000             (147,000)
                                                       ------------         ------------        ------------         ------------
 Income (loss) before income taxes............           21,445,000          (45,246,000)         51,256,000          (14,647,000)
Provision (benefit) for income taxes..........            9,000,000           (3,176,000)         23,803,000            9,829,000
                                                       ------------         ------------        ------------         ------------
Net income (loss).............................         $ 12,445,000         $(42,070,000)       $ 27,453,000         $(24,476,000)
                                                       ============         ============        ============         ============
</TABLE>

(1)   Corporate-level general and administrative expenses are reported in the
      Health Services and Managed Care Services groups based on where general
      and administrative activities are budgeted. The Company does not make
      allocations of corporate level general and administrative expenses.

(2)   The third quarter of 1999 non-recurring charge of $54,419,000 for Merger
      related fees and expenses has allocated $8,400,000 in charges to the
      Health Services group and $12,300,000 to the Managed Care Services group
      primarily for Health Services and Managed Care Services employee's related
      stock option exercises and cancellation charges and the non-cash deferred
      compensation for the accelerated vesting of restricted stock. All other
      Merger related expenses have been allocated to the "Non-recurring
      charge--Deal Fees" category.


                                      F-11
<PAGE>



                          CONCENTRA MANAGED CARE, INC.

      Consolidated Financial Statements as of December 31, 1997 and 1998
                and for the Three Years Ended December 31, 1998,
          together with the Report of Independent Public Accountants.


                                      F-12
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of
Concentra Managed Care, Inc.:

We have audited the accompanying consolidated balance sheets of Concentra
Managed Care, Inc. (a Delaware corporation) as of December 31, 1997 and 1998,
and the related consolidated statements of operations, cash flows and
stockholders' equity for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Concentra Managed Care, Inc. as
of December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 9, 1999


                                      F-13
<PAGE>


                          CONCENTRA MANAGED CARE, INC.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                        DECEMBER 31,
                                                                                                -----------------------------
                                       ASSETS                                                     1997                1998
                                                                                                ------------       -------------
<S>                                                                                             <C>                 <C>
Current Assets:
Cash and cash equivalents ...............................................................       $ 11,964,000        $101,128,000
Marketable securities ...................................................................                 --           5,000,000
Accounts receivable, net of allowances
  of $16,723,000 and $17,210,000, respectively ..........................................        106,284,000         127,615,000
Prepaid expenses and other current assets ...............................................         14,605,000          19,075,000
Prepaid and deferred income taxes .......................................................         12,096,000          14,019,000
                                                                                                ------------        ------------
      Total current assets ..............................................................        144,949,000         266,837,000
Land ....................................................................................          2,525,000           2,775,000
Buildings and improvements ..............................................................          5,747,000           6,814,000
Leasehold improvements ..................................................................         21,704,000          31,280,000
Computer hardware and software ..........................................................         39,512,000          56,838,000
Furniture and equipment .................................................................         33,486,000          40,439,000
                                                                                                ------------        ------------
  Property and equipment, at cost .......................................................        102,974,000         138,146,000
Accumulated depreciation and amortization ...............................................        (38,255,000)        (52,220,000)
                                                                                                ------------        ------------
  Property and equipment, net ...........................................................         64,719,000          85,926,000
Other assets:
Goodwill, net ...........................................................................        256,580,000         275,172,000
Assembled workforce and customer lists, net .............................................          3,524,000           2,781,000
Marketable securities ...................................................................                 --          10,583,000
Other assets ............................................................................         12,761,000          15,495,000
                                                                                                ------------        ------------
                                                                                                $482,533,000        $656,794,000
                                                                                                ============        ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Revolving credit facilities .............................................................       $ 49,000,000        $         --
Current portion of long-term debt .......................................................          7,497,000              55,000
Accounts payable ........................................................................         12,137,000          13,098,000
Accrued expenses ........................................................................         14,950,000          22,276,000
Accrued payroll and related expenses ....................................................         20,022,000          25,973,000
Accrued and deferred income taxes .......................................................          4,589,000           3,565,000
                                                                                                ------------        ------------
      Total current liabilities .........................................................        108,195,000          64,967,000
Long-term debt, net of current portion ..................................................        150,103,000         327,870,000
Deferred income taxes ...................................................................          7,713,000          13,575,000
Other liabilities .......................................................................         10,081,000          10,507,000
Commitments and Contingencies (see Note 10)
Stockholders' Equity:
Preferred stock--$.01 par value; 20,000,000 authorized;
  none issued and outstanding ...........................................................                 --                  --
Common stock--$.01 par value; 100,000,000 authorized; 43,567,686
  and 47,104,412 shares issued and outstanding, respectively ............................            436,000             471,000
Paid-in capital .........................................................................        257,022,000         270,654,000
Accumulated other comprehensive income--unrealized gain on
  marketable securities .. ..............................................................                 --              60,000
Retained deficit ........................................................................        (51,017,000)        (31,310,000)
                                                                                                ------------        ------------
    Total stockholders' equity ..........................................................        206,441,000         239,875,000
                                                                                                ------------        ------------
                                                                                                $482,533,000        $656,794,000
                                                                                                ============        ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-14
<PAGE>

                          CONCENTRA MANAGED CARE, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                      YEARS ENDED DECEMBER 31,
                                                                       -----------------------------------------------------------
                                                                           1996                   1997                    1998
                                                                       -----------             -----------             -----------
<S>                                                                   <C>                    <C>                      <C>
REVENUE:
  Health Services ...............................................     $170,035,000           $207,676,000             $259,481,000
                                                                      ------------           ------------             ------------
  Managed Care Services:
    Specialized cost containment ................................       83,784,000            142,919,000              183,734,000
    Field case management .......................................      118,864,000            138,723,000              167,841,000
                                                                      ------------           ------------             ------------
    Total Managed Care Services .................................      202,648,000            281,642,000              351,575,000
                                                                      ------------           ------------             ------------
      Total revenue .............................................      372,683,000            489,318,000              611,056,000
COST OF SERVICES:
  Health Services ...............................................      130,754,000            155,376,000              201,181,000
  Managed Care Services .........................................      159,174,000            217,263,000              268,116,000
                                                                      ------------           ------------             ------------
    Total cost of services ......................................      289,928,000            372,639,000              469,297,000
                                                                      ------------           ------------             ------------
      Total gross profit ........................................       82,755,000            116,679,000              141,759,000
General and administrative expenses .............................       33,155,000             39,831,000               45,326,000
Amortization of intangibles .....................................        3,442,000              5,908,000                8,119,000
Non-recurring charge ............................................          964,000             38,625,000               33,114,000
                                                                       -----------             -----------             -----------
      Operating income ..........................................       45,194,000             32,315,000               55,200,000
Interest expense ................................................        3,741,000             12,667,000               18,021,000
Interest income .................................................         (859,000)            (2,297,000)              (4,659,000)
Other, net ......................................................          836,000                883,000                   44,000
                                                                       -----------             -----------             -----------
      Income before income taxes ................................       41,476,000             21,062,000               41,794,000
Provision for income taxes ......................................       13,437,000             11,062,000               19,308,000
                                                                      ------------           ------------             ------------
Net income ......................................................     $ 28,039,000           $ 10,000,000             $ 22,486,000
                                                                      ============           ============             ============
Basic Earnings Per Share ........................................     $       0.69           $       0.23             $       0.48
                                                                      ============           ============             ============
  Weighted average common shares outstanding ....................       40,411,000             42,774,000               46,451,000
                                                                      ============           ============             ============
Diluted Earnings Per Share ......................................     $       0.65           $       0.22             $       0.47
                                                                      ============           ============             ============
  Weighted average common shares and common
    share equivalents outstanding ...............................       43,344,000             46,895,000               47,827,000
                                                                      ============           ============             ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-15
<PAGE>


                          CONCENTRA MANAGED CARE, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                      YEARS ENDED DECEMBER 31,
                                                                      ------------------------------------------------------------
                                                                        1996                     1997                    1998
                                                                      -----------             -----------             -----------
<S>                                                                   <C>                    <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income ....................................................     $ 28,039,000           $ 10,000,000             $ 22,486,000
                                                                      ------------           ------------             ------------
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  Depreciation of property and equipment ........................        6,706,000             10,630,000               14,805,000
  Amortization and write-off of intangibles .....................        3,442,000              5,908,000                8,119,000
  Amortization of deferred compensation .........................               --                562,000                  805,000
  Amortization and write-off of start-up costs ..................          322,000              2,845,000                       --
  Earnings in unconsolidated subsidiaries,
    net of distributions ........................................               --               (192,000)                 (98,000)
  Amortization of deferred finance costs and debt discount ......           58,000                777,000                1,699,000
  Write-off of contract intangibles .............................               --                     --                7,416,000
Change in assets and liabilities:
  Accounts receivable ...........................................      (14,967,000)           (27,003,000)             (19,765,000)
  Prepaid expenses and other assets .............................       (5,330,000)           (16,326,000)              (1,480,000)
  Accounts payable, accrued expenses
    and income taxes ............................................       (2,675,000)            12,283,000                  962,000
                                                                      ------------           ------------             ------------
    Net cash provided by (used in)
      operating activities ......................................       15,595,000               (487,000)              34,949,000
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions, net of cash acquired ............................      (68,805,000)          (103,291,000)             (18,070,000)
  Purchase of property and equipment ............................      (24,024,000)           (25,535,000)             (34,187,000)
  Sale (purchase) of investments, net ...........................      (12,045,000)            12,045,000              (15,523,000)
  Proceeds from sale of property and equipment and other ........           21,000                626,000                  440,000
                                                                      ------------           ------------             ------------
    Net cash used in investing activities .......................     (104,853,000)          (116,155,000)             (67,340,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings (payments) under revolving
    credit facilities, net ......................................        1,400,000             43,300,000              (49,000,000)
  Proceeds from the issuance of long-term debt ..................      158,739,000             26,489,000              230,000,000
  Payment of deferred financing costs ...........................       (1,226,000)              (596,000)              (6,411,000)
  Repayments of long-term debt ..................................      (37,220,000)            (5,071,000)             (49,581,000)
  Net proceeds from the issuance of common stock
    under employee stock purchase and option plans ..............       57,082,000             10,023,000               14,403,000
  Payments to dissenting shareholders ...........................               --                     --              (15,047,000)
  Dividends and distributions to shareholders ...................      (42,671,000)            (3,760,000)              (2,809,000)
                                                                      ------------           ------------             ------------
    Net cash provided by financing activities ...................      136,104,000             70,385,000              121,555,000
                                                                      ------------           ------------             ------------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS ..............................................       46,846,000            (46,257,000)              89,164,000
CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR .............................................       11,375,000             58,221,000               11,964,000
                                                                      ------------           ------------             ------------
CASH AND CASH EQUIVALENTS,
  END OF YEAR ...................................................     $ 58,221,000           $ 11,964,000             $101,128,000
                                                                      ============           ============             ============
SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:
  Interest paid .................................................     $  3,316,000           $ 11,941,000             $ 13,912,000
  Income taxes paid .............................................     $  8,557,000           $ 12,305,000             $ 15,961,000
  Conversion of notes payable into common stock .................     $    825,000           $    691,000             $ 10,094,000
  Liabilities and debt assumed in acquisitions ..................     $  9,030,000           $ 13,242,000             $  8,386,000
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.



                                      F-16
<PAGE>


                          CONCENTRA MANAGED CARE, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                          ACCUMULATED
                                                                                             OTHER
                                                     $0.01 PAR VALUE         PAID-IN     COMPREHENSIVE  RETAINED    STOCKHOLDERS'
                                                      COMMON STOCK           CAPITAL        INCOME      DEFICIT        EQUITY
                                                   -------------------       -------     -------------  --------    ------------
                                                    NUMBER
                                                  OF SHARES     VALUE
                                                 ----------     -------
<S>                                              <C>           <C>       <C>                   <C>    <C>          <C>
BALANCE, DECEMBER 31, 1995 ...................   34,772,833    $347,000  $151,385,000   $    --  ($42,349,000) $109,383,000
Sale of Common Stock .........................    2,143,200      21,000    51,819,000        --            --    51,840,000
Common Stock issued in connection
    with acquisitions ........................      715,246       7,000     6,725,000        --       407,000     7,139,000
Common Stock issued under employee
    stock purchase and option plans and
related tax benefit ..........................      683,076       7,000     7,735,000        --            --     7,742,000
Exercise of Common Stock
    warrants .................................      151,111       2,000     1,062,000        --            --     1,064,000
Conversion of notes payable into
    Common Stock .............................      105,983       1,000       824,000        --            --       825,000
Conversion of debenture payable into
    Common Stock .............................    1,854,141      19,000    14,766,000        --            --    14,785,000
Dividends and shareholder distributions
    by pooled companies ......................           --          --            --        --   (42,671,000)  (42,671,000)
Net income ...................................           --          --            --        --    28,039,000    28,039,000
                                                 ----------    --------  ------------   -------    ----------  ------------
BALANCE, DECEMBER 31, 1996 ...................   40,425,590     404,000   234,316,000        --   (56,574,000)  178,146,000
Common Stock issued in connection
    with acquisitions ........................    2,162,995      22,000    11,441,000        --      (969,000)   10,494,000
Common Stock issued under employee
    stock purchase and option plans and
    related tax benefit ......................      897,530       9,000    10,013,000        --            --    10,022,000
Amortization of deferred compensation ........           --          --       562,000        --            --       562,000
Conversion of notes payable into
    Common Stock .............................       81,571       1,000       690,000        --            --       691,000
Dividends and shareholder distributions
    by pooled companies ......................           --          --            --        --    (3,474,000)   (3,474,000)
Net income ...................................           --          --            --         -    10,000,000    10,000,000
                                                 ----------    --------  ------------   -------    ----------  ------------
BALANCE, DECEMBER 31, 1997 ...................   43,567,686     436,000   257,022,000        --   (51,017,000)  206,441,000
Comprehensive net income:
Net income ...................................           --          --            --        --    22,486,000    22,486,000
Unrealized gain on marketable
securities ...................................           --          --            --    60,000            --        60,000
Comprehensive net income .....................           --          --            --    60,000    22,486,000    22,546,000
                                                 ----------    --------  ------------   -------    ----------  ------------
Common Stock issued in connection
    with acquisitions ........................      430,750       4,000     3,408,000        --        30,000     3,442,000
Common Stock issued under employee
    stock purchase and option plans and
    related tax benefit ......................      841,260       9,000    14,394,000        --            --    14,403,000
Amortization of deferred compensation ........           --          --       805,000        --            --       805,000
Conversion of notes payable into
    Common Stock .............................    2,735,387      27,000    10,067,000        --            --    10,094,000
Dividends and shareholder distributions
    by pooled companies ......................           --          --            --        --    (2,809,000)   (2,809,000)
Payments to dissenting shareholders ..........     (470,671)     (5,000)  (15,042,000)       --            --   (15,047,000)
BALANCE, DECEMBER 31, 1998 ...................   47,104,412    $471,000  $270,654,000   $60,000  ($31,310,000) $239,875,000
                                                 ==========    ========  ============   =======   ===========  ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.




                                      F-17
<PAGE>
                          CONCENTRA MANAGED CARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) BASIS OF PRESENTATION

      On August 29, 1997, Concentra Managed Care, Inc. ("Concentra" or the
"Company"), a Delaware corporation, was formed by the merger (the "1997 Merger")
of CRA Managed Care, Inc. ("CRA") and OccuSystems, Inc. ("OccuSystems"). As a
result of the 1997 Merger, CRA changed its name to Concentra Managed Care
Services, Inc. ("Managed Care Services") and OccuCenters, Inc., the operating
subsidiary of OccuSystems, changed its name to Concentra Health Services, Inc.
("Health Services"). The 1997 Merger was a tax-free stock for stock exchange
accounted for as a pooling of interests. The Company recorded a non-recurring
charge of $38,625,000 in the third quarter of 1997 associated with the 1997
Merger. The utilization of this charge through December 31, 1998, was
approximately $11,569,000 for professional fees and services, $16,216,000 in
costs associated with personnel reductions and the consolidation of CRA's and
OccuSystems' employee benefits, $5,945,000 in facility consolidations and
closings, $2,541,000 for the write-off of start-up costs and $2,354,000 of other
charges. At December 31, 1997, approximately $7,527,000 of the non-recurring
charge remains primarily related to personnel related charges and facility
consolidations and closings.

      On February 24, 1998, the Company acquired all of the outstanding common
stock of Preferred Payment Systems, Inc. ("PPS") of Naperville, Illinois, in
exchange for approximately 7,100,000 shares of Concentra common stock, the
assumption of PPS options totaling approximately 580,000 shares of Concentra
common stock, the payment of approximately $15,047,000 in cash to dissenting PPS
shareholders and the assumption of approximately $49,000,000 of debt which was
repaid at the time of the merger. This merger was accounted for as a pooling of
interests. In the first quarter of 1998, the Company recorded a non-recurring
charge of $12,600,000 primarily associated with the merger of PPS. The
utilization of this charge through December 31, 1998, was approximately
$5,136,000 for professional fees and services, $2,355,000 in costs associated
with personnel reductions, $746,000 in facility consolidations and closings,
$1,627,000 associated with the write-off of deferred financing fees on PPS
indebtedness retired and $1,264,000 of other non-recurring costs. At December
31, 1998, approximately $1,472,000 of the non-recurring charge remains primarily
related to remaining facility lease obligations. PPS, founded in 1990, is a
provider of retrospective bill review services for the group healthcare market.

      In the fourth quarter of 1998, the Company recorded a non-recurring charge
of $20,514,000 primarily associated with the reorganization of its Managed Care
Services division to improve efficiency through facility consolidations and
related headcount reductions, to recognize an impairment loss on the intangible
related to an acquired contract and costs associated with settling claims on
other expired contracts. The utilization of this charge through December 31,
1998, was approximately $7,416,000 in charges related to the recognition of an
impairment loss on the intangible related to an acquired contract, $2,490,000 in
costs associated with personnel reductions and $1,140,000 in facility
consolidations. At December 31, 1998, approximately $9,468,000 of the
nonrecurring charge remains primarily related to remaining facility lease
obligations and costs associated with settling claims on other expired
contracts.

      The financial statements as of December 31, 1997 and for the years ended
December 31, 1996 and 1997 have been restated to reflect the merger of PPS in
accordance with Accounting Principles Board Opinion No. 16, "Business
Combinations" ("APB 16").


(2) SIGNIFICANT ACQUISITIONS

      Managed Care Services has experienced a significant amount of its growth
by virtue of the acquisitions of FOCUS HealthCare Management, Inc. ("FOCUS"),
Prompt Associates, Inc. ("PROMPT"), First Notice Systems, Inc. ("FNS"), About
Health, Inc. ("ABOUT HEALTH") and several other smaller acquisitions. Health
Services has also experienced a significant amount of its growth from the
acquisition of practices, including the acquisition of 16 occupational medical
centers and contracts to manage four additional medical centers from Vencor,
Inc. ("VMC").


                                      F-18
<PAGE>

      On April 2, 1996, the Company purchased FOCUS for $21,000,000 in cash.
FOCUS, based in Brentwood, Tennessee, has built and maintains one of the
nation's largest workers' compensation preferred provider organization ("PPO")
networks and had annual revenues of approximately $9,900,000 for the year ended
December 31, 1995.

      On October 29, 1996, the Company purchased PROMPT for $30,000,000 in cash.
PROMPT, which is based in Salt Lake City, Utah, is one of the leading providers
of hospital bill audit services to the group health payor community for claims
that fall outside of an indemnity carrier's, third-party administrator's ("TPA")
or health maintenance organization's ("HMO") network of hospital or outpatient
facilities and had annual revenues of approximately $10,000,000 for the year
ended December 31, 1995.

      On June 4, 1997, the Company purchased FNS for $40,000,000 in cash. FNS,
based in Boston, Massachusetts, is a leading provider of outsourced call
reporting for first notice of loss/injury to the automobile insurance and
workers' compensation industries and had annual revenues of approximately
$9,000,000 for the year ended December 31, 1996.

      PPS acquired ABOUT HEALTH in a two-step transaction on August 1, 1997 and
October 31, 1997 for $25,800,000 in cash and $9,733,000 in equity. ABOUT HEALTH,
based in Rockville, Maryland, is a provider of specialized cost containment and
outsourcing services for healthcare payors and had annual revenues of
approximately $10,000,000 for the year ended December 31, 1996.

      On September 30, 1997, the Company purchased 16 occupational medical
centers and the management of four additional medical centers from VMC for
approximately $27,000,000 in cash. These medical centers had annual revenues of
approximately $23,000,000 for the year ended December 31, 1996.

      The acquisitions of FOCUS, PROMPT, FNS, ABOUT HEALTH and VMC have been
accounted for by the Company as purchases whereby the basis for accounting for
their assets and liabilities are based upon their fair values at the dates of
acquisition. The excess of the purchase price over fair value of net assets
acquired (goodwill and assembled workforce and customer lists, if applicable)
for the FOCUS, PROMPT, FNS, ABOUT HEALTH and VMC acquisitions was $19,900,000,
$29,550,000, $37,001,000, $34,291,000 and $29,585,000, respectively. None of
these acquisitions were significant in relation to the Company's consolidated
financial statements and, therefore pro forma financial information has not been
presented. Goodwill is being amortized over thirty to forty year periods and
assembled workforce and customer lists are being amortized over five and
seven-year periods, respectively.


(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) CONSOLIDATION

      The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. Investments in certain joint ventures with
less than a 51% ownership interest are accounted for on a equity basis and,
accordingly, consolidated income includes the Company's share of their income.
All significant intercompany accounts and transactions are eliminated in
consolidation.

      Physician and physical therapy services are provided at the Health
Services centers under management agreements with affiliated physician
associations (the "Physician Groups"), which are organized professional
corporations that hire licensed physicians and physical therapists to provide
medical services to the centers' patients. Health Services has a nominee
shareholder relationship with the Physician Groups as defined in EITF 97-2,
Application of APB Opinion No. 16 and FASB Statement No. 94 to Physician
Practice Entities, and as a result, the financial statements of the Physician
Groups are consolidated. Specifically:

      o    Health Services can at all times establish or effect change in the
           nominee shareholder;

      o    Health Services can cause a change in the nominee shareholder an
           unlimited number of times;

      o    Health Services has sole discretion as to the choice of a new nominee
           shareholder;

      o    Health Services has sole discretion without cause to establish or
           change the nominee shareholders;


                                      F-19
<PAGE>

      o    Health Services and the Physician Groups would incur no more than a
           nominal cost to cause a change in the nominee shareholder; and,

      o    Neither Health Services nor the Physician Groups are subject to any
           significant adverse impact upon a change in the nominee shareholder.

      The Company's management fees from the Physician Groups are calculated as
collected revenue net of compensation, benefits and other expenses incurred by
the Physician Groups.


(b) CASH AND CASH EQUIVALENTS

      The Company considers all highly liquid debt instruments purchased with
original maturities of three months or less to be cash equivalents. The carrying
amount approximates fair value due to the short maturity of those instruments.


(c) REVENUE RECOGNITION

      The Company recognizes revenue primarily as services have been rendered
based on time and expenses incurred. A certain portion of the Company's revenues
are derived from fee schedule auditing which is based on the number of charges
reviewed and based on a percentage of savings achieved for the Company's
customers. In these circumstances, the customer is obligated to pay the Company
when the services have been rendered and the savings identified. During the fee
schedule audit process (i.e., medical bill review), each bill reviewed and
audited is returned to the customer accompanied by an Explanation of Benefit
("EOB"). The EOB details the total savings with respect to the bill being
reviewed as well as the amount owed to the Company as a percentage of savings
identified and the line charge associated with the bill being reviewed.

      The Company's Health Services division's services consist of two primary
components : (i) workers' compensation injury care and related services; and
(ii) non-injury healthcare services related to employer needs or statutory
requirements. The workers' compensation injury care and related services'
provider reimbursement methods vary on a state-by-state basis. Of the 25 states
in which the Company currently operates occupational healthcare centers, 21 have
fee schedules pursuant to which all healthcare providers are uniformly
reimbursed. The fee schedules are set by each state and generally prescribe the
maximum amounts that may be reimbursed for a designated procedure. In the four
states without fee schedules, healthcare providers are reimbursed based on
usual, customary and reasonable ("UCR") fees charged in the particular state in
which the services are provided. Billing for services in states with fee
schedules are included in revenues net of allowance for estimated differences
between list prices and allowable fee schedule rates. Adjustments to the
allowance based on final payment from the states are recorded upon settlement.
The Company records the net revenue amount as accounts receivable.

      The Company's total contractual allowances offset against revenues during
the years ended December 31, 1998, 1997 and 1996 were $16,095,000, $14,718,000
and $3,680,000, respectively.

      Insurance claims are screened by PPS and PROMPT prior to the insurance
company's internal review procedures to determine if the claims should be
further negotiated or are payable by the insurance company. During the insurance
company's review process, some claims have pre-existing PPO or HMO arrangements,
or other pre-existing conditions and disqualifying situations. When these
situations occur, a refund (chargeback) is requested for the amounts paid
(invoiced) on these claims. PPS and PROMPT's policies are to record a sales
allowance as an offset to revenues and accounts receivable based upon the
historical tracking of discounts and chargebacks at the time the claims are
modeled. A portion of the allowance for doubtful accounts attributable to PPS
and PROMPT is based on historical experience of ineligible claims which are
either charged back or given a negotiated discount. PPS and PROMPT utilize
several methods to project unpresented discounts and chargebacks including a
tracking of the actual experience of contractual discounts. Other factors that
affect collectability and bad debts for each service line are also evaluated and
additional allowance amounts are provided as necessary.

      Accounts receivable at December 31, 1997 and 1998 include $4,500,000 of
unbilled accounts receivable relating to services rendered during the period but
not invoiced until after the period-end. These unbilled accounts


                                      F-20
<PAGE>

receivable relate primarily to field case management services, which are billed
on an hourly basis, whereby the Company has not yet provided a sufficient amount
of services to warrant the generation of an invoice. The customers are obligated
to pay for the services once performed. The Company estimates unbilled accounts
receivable by tracking and monitoring its historical experience.


(d) DEPRECIATION

      The Company provides for depreciation on property and equipment using
straight-line and accelerated methods by charges to operations in amounts that
allocate the cost of depreciable assets over their estimated lives as follows:

ASSET CLASSIFICATION                         ESTIMATED USEFUL LIFE
----------------                               ------------------
Furniture and fixtures                              7 Years
Office and computer equipment                      3--7 Years
Buildings and improvements                        30--40 Years
Leasehold improvements           The shorter of the life of lease or asset life


(e) INTANGIBLE ASSETS

      The value of goodwill, assembled workforces and customer lists are
recorded at cost at the date of acquisition. Through December 31, 1998 goodwill,
including any excess arising from earn-out payments, was being amortized on a
straight-line basis over 30 to 40-year periods in accordance with Accounting
Principles Board Opinion No. 17 ("APB No. 17"), "Intangible Assets". Effective
January 1, 1999, the Company changed its policy, on a prospective basis, with
respect to the amortization of goodwill. All existing and future goodwill will
be amortized over a period not to exceed 25 years. Had the Company adopted this
policy at the beginning of 1998, amortization for 1998 would have increased by
approximately $3,300,000 and diluted earnings per share would have been $0.42.
As of December 31, 1998, net intangible assets consisted of goodwill, customer
lists and assembled workforce. The Company believes that the life of the core
businesses acquired and the delivery of occupational healthcare services is
indeterminate and likely to exceed 25 years. The assembled workforces and
customer lists are being amortized over five- and seven-year periods,
respectively. As of December 31, 1997 and 1998, the Company has recorded
accumulated amortization on intangible assets of $29,834,000 and $37,938,000
respectively.

      Subsequent to an acquisition, the Company continually evaluates whether
later events and circumstances have occurred that indicate that the remaining
balance of goodwill may not be recoverable or that the remaining useful life may
warrant revision. When factors indicate that goodwill should be evaluated for
possible impairment, the Company uses an estimate of the related operating
unit's undiscounted cash flows over the remaining life of the goodwill and
compares it to the operating unit's goodwill balance to determine whether the
goodwill is recoverable or if impairment exists, in which case an adjustment is
made to the carrying value of the asset to reduce it to its fair value based
upon the present value of the future cash flows. When an adjustment is required
the Company evaluates the remaining goodwill amortization using the factors
outlined in APB No. 17.


(f) DEFERRED FINANCE COSTS

      The Company has capitalized costs associated primarily with the 6% and
4.5% Convertible Subordinated Notes and the PPS indebtedness (written-off at the
time of the merger and retirement of PPS indebtedness) and is amortizing these
as interest expense over the life of the notes. Included in other assets at
December 31, 1997 and 1998 were deferred finance costs, net of accumulated
amortization, of $4,515,000 and $7,592,000, respectively.


(g) NON-RECURRING CHARGES

      The following are rollforwards of the non-recurring charges recorded by
the Company in 1997 and 1998. See Note 1, "Basis of Presentation" for a
description of the non-recurring charges and the breakout of the deductions from
revenue by major category:


                                      F-21
<PAGE>

Third quarter of 1997 $38,625,000 non-recurring charge:
<TABLE>
<CAPTION>
                                      BEGINNING                CHARGED                                          ENDING
                                       OF YEAR                TO INCOME                 USAGE                   OF YEAR
                                       ---------               ---------                ------                  ------
              <S>                      <C>                     <C>                    <C>                      <C>
              1997                    $       --               $38,625,000            $(31,098,000)           $ 7,527,000
              1998                     7,527,000                        --              (7,527,000)                    --
<CAPTION>
First quarter of 1998 $12,600,000 non-recurring charge:
              <S>                      <C>                     <C>                    <C>                      <C>
                                      BEGINNING                CHARGED                                          ENDING
                                       OF YEAR                TO INCOME                 USAGE                   OF YEAR
                                       ---------               ---------                ------                  ------
              1998                    $       --               $12,600,000            $(11,128,000)           $ 1,472,000
<CAPTION>
Fourth quarter of 1998 $20,514,000 non-recurring charge:
              <S>                      <C>                     <C>                    <C>                      <C>
                                      BEGINNING                CHARGED                                          ENDING
                                       OF YEAR                TO INCOME                 USAGE                   OF YEAR
                                       ---------               ---------                ------                  ------
              1998                    $       --               $20,514,000             $(11,046,000)           $ 9,468,000
<CAPTION>
The following is a rollforward of all non-recurring charges for the three years
ended December 31, 1996, 1997 and 1998:
              <S>                      <C>                     <C>                    <C>                      <C>
                                      BEGINNING                CHARGED                                          ENDING
                                       OF YEAR                TO INCOME                 USAGE                   OF YEAR
                                       ---------               ---------                ------                  ------
              1996                    $       --               $   964,000            $   (964,000)           $       --
              1997                            --                38,625,000             (31,098,000)             7,527,000
              1998                     7,527,000                33,114,000             (29,701,000)            10,940,000

</TABLE>

(h) INVESTMENTS IN JOINT VENTURES

      Investments in the net assets of joint ventures accounted for under the
equity method amounted to $3,937,000 and $3,839,000 at December 31, 1997 and
1998, respectively. For the year ending December 31, 1997 and 1998, revenue for
these entities was $4,561,000 and $5,724,000, gross profit was $950,000 and
$919,000 and net income was $287,000 and $338,000, respectively. Total assets
for the joint ventures were $4,277,000 and $4,306,000 as of December 31, 1997
and 1998, respectively.


(i) SELF INSURANCE

      Company is partially insured for workers' compensation, physician medical
malpractice, automobile and certain employee health benefits. The Company's
self-insurance retention liability on a per claim basis ranges from $100,000 to
$250,000. Liabilities in excess of these amounts are the responsibility of the
insurer. The Company's policy is to accrue amounts up to the insurance carriers'
reserve requirements on a claim-by-claim basis and an estimate for claims
incurred but not yet reported.


(j) DEFERRED START-UP COSTS

      Prior to the 1997 Merger, Health Services capitalized the start-up costs
associated with the internal development of its medical centers until
operational and would amortize these costs over a three-year period. The
American Institute of Certified Public Accountants issued Statement of Opinion
98-5, "Accounting for Start Up Costs" in April 1998, to change the accounting
and reporting treatment of start-up costs to require start-up costs to be
expensed as incurred. As a result of this pending change in accounting
principle, the Company wrote-off deferred start-up costs of approximately
$2,541,000 and included this in the third quarter of 1997 non-recurring charge.


                                      F-22
<PAGE>


(k) FOREIGN CURRENCY TRANSLATION

      All assets and liabilities of the Company's Canadian offices are
translated at the year-end exchange rate, while revenues and expenses are
translated at the average exchange rate for the year. Cumulative translation
adjustments were immaterial for the years ended December 31, 1996, 1997 and
1998.


(l) USE OF ESTIMATES

      The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.


(m) RECLASSIFICATIONS

      Certain amounts previously reported in CRA's and OccuSystems' 1996
consolidated financial statements and PPS' 1996 and 1997 consolidated financial
statements have been reclassified to conform to the presentation in the 1998
consolidated financial statements.


(n) NEW ACCOUNTING PRONOUNCEMENTS

      In the first quarter of 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS 130"). Comprehensive income for the Company includes unrealized
gains on marketable securities in addition to net income as reported in the
Company's Consolidated Statements of Stockholders' Equity and in the
Stockholders' Equity section of the Company's Consolidated Balance Sheets.

      In 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS 131"). SFAS 131 requires the reporting of financial
and descriptive information about a company's reportable operating segments.
Operating segments are components of an enterprise's separate financial
information that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance of that
component. The statement requires reporting segment profit or loss, certain
specific revenue and expense items, and segment assets. See Note 13--Segment
Information for disclosure


(4) PRO FORMA NET INCOME AND PRO FORMA EARNINGS PER SHARE

      Pro forma net income and basic and diluted pro forma earnings per share
for the years ended December 31, 1996 and 1997 have been calculated as if the
merger of PPS had been subject to federal and state income taxes for the entire
period, based upon an effective tax rate indicative of the statutory rates in
effect. Prior to its merger, PPS elected to be taxed as an S corporation, and
accordingly, was not subject to federal and state income taxes in certain
jurisdictions.

      The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"), which
supersedes Accounting Principles Board Opinion No. 15. SFAS 128 establishes new
accounting standards for the presentation of earnings per share whereby primary
earnings per share is replaced with "Basic Earnings Per Share" and fully diluted
earnings per share is now called "Diluted Earnings Per Share". In accordance
with SFAS 128, Basic Earnings Per Share has been computed by dividing reported
net income by weighted average common shares outstanding and Diluted Earnings
Per Share has been computed assuming, if dilutive, the conversion of the
Company's convertible notes and the elimination of the related interest expense
and the exercise of stock options, net of their related income tax effect.



                                      F-23
<PAGE>

      Basic and diluted earnings per share for the years ended December 31,
1996, 1997 and 1998 are as follows:
<TABLE>
<CAPTION>
                                                             1996                1997                 1998
                                                           --------            --------             --------
<S>                                                        <C>                 <C>                 <C>
BASIC EARNINGS PER SHARE:
Net income available to shareholders ...................   $28,039,000         $10,000,000          $22,486,000
                                                           ===========         ===========          ===========
Pro forma net income available to shareholders (1) .....   $25,309,000          $7,189,000
                                                           ===========         ===========
Weighted average common shares outstanding .............    40,411,000          42,774,000           46,451,000
                                                           ===========         ===========          ===========
Basic earnings per share ...............................        $ 0.69              $ 0.23               $ 0.48
                                                           ===========         ===========          ===========
Basic pro forma earnings per share (1) .................        $ 0.63              $ 0.17
                                                           ===========         ===========
DILUTED EARNINGS PER SHARE:
Net income available to shareholders ...................   $28,039,000         $10,000,000          $22,486,000
Interest on dilutive convertible notes, net of tax .....       290,000             308,000               52,000
                                                           -----------         -----------          -----------
Diluted net income .....................................   $28,329,000         $10,308,000          $22,538,000
                                                           ===========         ===========          ===========
Pro forma net income available to shareholders (1) .....   $25,309,000          $7,189,000
Interest on dilutive convertible notes, net of tax .....       290,000             308,000
                                                            ----------          ----------
Diluted pro forma net income (1) .......................   $25,599,000          $7,497,000
                                                           ===========         ===========
Weighted average common shares outstanding .............    40,411,000          42,774,000           46,451,000
Dilutive options, warrants and notes payable ...........     2,026,000           1,399,000            1,028,000
Dilutive convertible notes (2) .........................       907,000           2,722,000              348,000
                                                           -----------         -----------          -----------
Weighted average common shares and
    equivalents outstanding ............................    43,344,000          46,895,000           47,827,000
                                                           ===========         ===========          ===========
Diluted earnings per share .............................        $ 0.65              $ 0.22               $ 0.47
                                                           ===========         ===========          ===========
Diluted pro forma earnings per share (1) ...............        $ 0.59              $ 0.16
                                                           ===========         ===========
</TABLE>

----------------
(1)   Pro forma net income and basic and diluted pro forma earnings per share
      for the years ended December 31, 1996 and 1997 have been calculated as if
      PPS had been subject to federal and state income taxes for the entire
      period, based upon an effective tax rate indicative of the statutory rates
      in effect. Prior to its merger with the Company, PPS elected to be taxed
      as an S corporation and, accordingly, was not subject to federal and state
      income taxes in certain jurisdictions.

(2)   Excludes common stock equivalents of 3,291,243 shares of Common Stock
      related to the 6% Convertible Subordinated Notes issued in December 1996
      and 5,575,758 shares of Common Stock related to the 4.5% Convertible
      Subordinated Notes issued in March and April 1998 as they are
      anti-dilutive for the applicable years presented.


(5) REVOLVING CREDIT FACILITIES

      On September 17, 1997, the Company entered into the $100,000,000 Senior
Credit Facility with a syndicate of five banks ("Senior Credit Facility"),
replacing the $60,000,000 Managed Care Services Credit Facility, ("MCS Credit
Facility") and the $60,000,000 Health Services Credit Facility, ("HS Credit
Facility"). The Senior Credit Facility matures on September 17, 2002. Interest
on borrowings under the Senior Credit Facility is payable, at the Company's
option, at the higher of the bank's prime rate of interest or the federal funds
rate plus an additional percentage of 0.5%, or LIBOR plus an additional
percentage of up to 1.25%, depending on certain financial criteria. The Company
is required to pay a commitment fee of 0.125% to 0.25% per annum, depending on
certain financial criteria, on the unused portion of the Senior Credit Facility.

      On February 23, 1998, the Company signed an amendment to expand the
Company's borrowing capacity under the Senior Credit Facility to $200,000,000
under similar terms and conditions in order to finance the repayment of
$49,000,000 of PPS outstanding indebtedness (the PPS Credit Facility and 10%
Subordinated Notes). On March 11, 1998, the Senior Credit Facility borrowing
capacity was reduced to the original $100,000,000 amount.


                                      F-24
<PAGE>

      The Senior Credit Facility contains customary covenants, including,
without limitation, restrictions on the incurrence of indebtedness, the sale of
assets, certain mergers and acquisitions, the payment of dividends on the
Company's capital stock, the repurchase or redemption of capital stock,
transactions with affiliates, investments, capital expenditures and changes in
control of the Company. Under the Senior Credit Facility, the Company is also
required to satisfy certain financial covenants, such as cash flow, capital
expenditures and other financial ratio tests including fixed charge coverage
ratios. The Company's obligations under the Senior Credit Facility are secured
by a pledge of stock in the Company's subsidiaries.

      As a result of the fourth quarter 1998 non-recurring charge, the Company
was not in compliance with certain leverage ratio covenants under the Senior
Credit Facility in the fourth quarter of 1998 and the Company expects it will
not be in compliance with those covenants in the first quarter of 1999. The
Company received a waiver on all financial covenants through the first quarter
of 1999. The Company does not have any borrowings outstanding under the Senior
Credit Facility and does not anticipate the need to borrow under the Senior
Credit Facility for the next twelve months.

      At December 31, 1997, the Company had borrowings under the Senior Credit
Facility of $49,000,000, at an average rate of interest of 6.94%. At December
31, 1998, the Company had no borrowings and $3,050,000 of letters of credit
outstanding under the Senior Credit Facility. For the years ended December 31,
1996, 1997 and 1998, the weighted average borrowings under these revolving
credit facilities were $8,184,000, $9,615,000 and $14,205,000, respectively, and
the weighted average interest rates were 6.94%, 7.31% and 7.69%, respectively.


(6) LONG-TERM DEBT

      Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>
                                                                          1997                   1998
                                                                      ------------           ------------
<S>                                                                   <C>                    <C>
4.5% Convertible Subordinated Notes, interest at 4.5%,
    due March 2003 ................................................   $         --           $230,000,000
6% Convertible Subordinated Notes, interest at 6%,
    due December 2001 .............................................     97,750,000             97,750,000
Notes payable to various holders, interest ranging
    from 8.8% to 10%, payable in installments through 2005 ........        308,000                119,000
Obligations under capital leases ..................................        542,000                 56,000
PPS indebtedness:
    PPS Term Loan .................................................     42,000,000                     --
    5% Convertible Subordinated Notes due August 2006 .............     10,000,000                     --
    10% Subordinated Notes due August 2003 ........................      7,000,000                     --
                                                                      ------------           ------------
                                                                       157,600,000            327,925,000
Less: Current maturities ..........................................     (7,497,000)               (55,000)
                                                                      ------------           ------------
Long-term debt, net of current maturities .........................   $150,103,000           $327,870,000
                                                                      ============           ============
</TABLE>

      As of December 31, 1998 and 1997, accrued interest was $3,276,000 and
$867,000 respectively.

      On March 11, 1998, the Company issued a new issue of $200,000,000
aggregate principal amount of 4.5% Convertible Subordinated Notes due March 15,
2003 (the "4.5% Convertible Subordinated Notes"). On April 6, 1998, the
underwriters exercised the $30,000,000 overallotment provision. The 4.5%
Convertible Subordinated Notes will be convertible into 5,575,758 shares of
Common Stock, at the option of the holder, at a conversion price of $41.25 per
share, representing a conversion premium of 25% over the previous day's closing
price. The 4.5% Convertible Subordinated Notes are general unsecured obligations
of the Company ranking equal in right of payment with the 6% Convertible
Subordinated Notes and all other unsecured indebtedness of the Company. In
addition, the Company is a holding company that conducts all of its operations
through subsidiaries, and the 4.5% Convertible Subordinated Notes and the 6%
Convertible Subordinated Notes are structurally subordinate to all obligations
of the Company's subsidiaries. The 4.5% Convertible Subordinated Notes were sold
through a private place-


                                      F-25
<PAGE>

ment under Rule 144A of the Securities Act of 1933, as amended and have similar
terms and conditions as the 6% Convertible Subordinated Notes.

      In December 1996, Health Services issued an aggregate of up to $97,750,000
in principal amount of 6% Convertible Subordinated Notes ("6% Convertible
Subordinated Notes"). The 6% Convertible Subordinated Notes will be convertible
into 3,291,243 shares of Common Stock at the initial conversion price of $29.70
per share (equivalent to a conversion rate of 33.67 shares per $1,000 principal
amount of 6% Convertible Subordinated Notes), subject to adjustment in certain
events. The notes are convertible into Common Stock at the option of the holder
on or after February through December 2001. The 6% Convertible Subordinated
Notes will mature on December 15, 2001 with interest being payable semi-annually
on June 15 and December 15 of each year, commencing on June 15, 1997.

      On August 31, 1996, PPS completed a series of transactions involving funds
managed by a private equity firm and senior officers of PPS (the "1996
Transaction"). In connection with the 1996 Transaction, the private equity firm
invested $17,000,000 to acquire $10,000,000 in 5% Convertible Subordinated Notes
due August 2006 (the "5% Convertible Subordinated Notes") and $7,000,000 of 10%
Subordinated Notes due August 2003 (the "10% Subordinated Notes"). PPS also
entered into a credit facility with a syndicate of two banks, which provided for
$25,000,000 of senior debt, $20,000,000 of which was in the form of a term loan
and $5,000,000 of which was available pursuant to a line of credit. PPS, in
turn, used the net proceeds from these financing transactions to make
distributions to its stockholders in an aggregate amount of approximately
$36,000,000.

      On July 31, 1997, in connection with the acquisition of ABOUT HEALTH (see
Note 2), PPS entered into an amended and restated credit facility (as so amended
and restated, the "PPS Term Loan") to increase the term loan portion by $26.5
million. The Company is obligated to make quarterly principal and interest
payments on the term loan (bearing interest of 8.0% and 7.8% at December 31,
1996 and 1997, respectively) and quarterly interest payments on the line of
credit (bearing interest at 9.25% and 9.0% at December 31, 1996 and 1997,
respectively).

      The 10% Subordinated Notes bear interest at 10% per annum, payable
quarterly. Beginning February 2002, the Company is required to make semiannual
principal payments on the 10% Subordinated Notes of $1.7 million. Under the 10%
Subordinated Loan Agreement, the Company is required to prepay the 10%
Subordinated Notes in whole upon a qualifying public offering, sale of the
Company, or other change in control, as defined.

      The 5% Convertible Subordinated Notes are convertible at any time by the
holder into 10,000 shares of PPS Redeemable Preferred Stock and 10,000 shares of
PPS Convertible Preferred Stock. The 5% Convertible Subordinated Notes mature in
August 2006, subject to the right of the holders to accelerate the maturity of
the 5% Convertible Subordinated Notes upon a public equity offering, a
qualifying sale of the Company, or a merger resulting in a change in majority
ownership of the Company. The 5% Convertible Subordinated Notes bear interest at
5%, 2% being payable quarterly and 3% being deferred and payable upon redemption
or maturity.

      On February 24, 1998, in connection with the merger of PPS, Concentra
repaid $49,000,000 of PPS indebtedness (the PPS Term Loan and 10% Subordinated
Notes) and the 5% Convertible Subordinated Notes were converted into 2,721,904
shares of Concentra Common Stock.


(7) FINANCIAL INSTRUMENTS

      Effective December 31, 1995, the Company adopted Statement of Financial
Accounting Standards No. 107, "Disclosures About Fair Value of Financial
Instruments". This statement requires entities to disclose the fair value of
their financial instruments, both assets and liabilities, and off- balance
sheet, for which it is practicable to estimate fair value. The following
describes the methods and assumptions that were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value.

      The Company's marketable securities are held as available for sale in
accordance with the provisions of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities".


                                      F-26
<PAGE>

      The following is a summary of marketable securities with a maturity of
greater than 90 days as of December 31, 1998:
<TABLE>
<CAPTION>
                                          AMORTIZED        UNREALIZED     UNREALIZED          FAIR
                                             COST            GAINS         (LOSSES)           VALUE
                                          ------------      --------       --------       -------------
<S>                                        <C>               <C>            <C>             <C>
U.S. government securities ............    $10,523,000       $62,000        ($2,000)        $10,583,000
Corporate debt securities .............      3,000,000            --             --           3,000,000
Other debt securities .................      2,000,000            --             --           2,000,000
                                           -----------       -------         ------         -----------
                                           $15,523,000       $62,000        ($2,000)        $15,583,000
                                           ===========       =======         ======         ===========
Marketable securities, noncurrent .....    $10,523,000       $62,000        ($2,000)        $10,583,000
                                           ===========       =======         ======         ===========
</TABLE>

      The average maturity of the Company's marketable securities as of December
31, 1998 was approximately 20 months.

      Financial instruments that potentially subject the Company to
concentrations of credit risk are accounts receivable and marketable securities.
Mitigating factors related to the Company's accounts receivable are that they
are spread over a large customer base and various product lines the Company
offers. Further, the Company does monitor the financial performance and credit
worthiness of its large customers. Mitigating factors related to the Company's
marketable securities are that they are primarily U.S. government securities and
corporate bonds and notes, with strong credit ratings. The Company limits the
amount of its investment exposure as to institution, maturity and investment
type.

      The carrying amounts of cash and cash equivalents, accounts receivable,
other current assets, accounts payable, and accrued expenses approximate fair
value because of the short maturity of those instruments. The credit facilities
approximate fair value primarily due to the floating interest rates associated
with those debt instruments.

      The fair value of the Company's 6% Convertible Subordinated Notes was
$125,120,000 and $83,088,000 as of December 31, 1997 and 1998 and the Company's
4.5% Convertible Subordinated Notes was $173,650,000 as of December 31, 1998.
The fair market values of the convertible subordinated notes are the average of
the NASDAQ's bid and ask amounts as of the respective year end. As of December
31, 1997, the approximate fair value of the 5% Convertible Subordinated Notes is
$15,700,000. Although the interest rate on the 10% Subordinated Notes is fixed,
the carrying value reasonably approximates the fair value at December 31, 1997.


(8) INCOME TAXES

      The provision for income taxes consists of the following for the years
ended December 31: of the following for the years ended December 31:

                        1996               1997               1998
                     -----------        -----------        -----------
Current:
    Federal .......  $11,429,000        $15,112,000        $11,252,000
    State .........    2,473,000          3,968,000          1,369,000
                     -----------        -----------        -----------
                      13,902,000         19,080,000         12,621,000
Deferred:
    Federal .......     (214,000)        (6,873,000)         5,961,000
    State .........     (251,000)        (1,145,000)           726,000
                     -----------        -----------        -----------
                        (465,000)        (8,018,000)         6,687,000
                     -----------        -----------        -----------
Total .............  $13,437,000        $11,062,000        $19,308,000
                     ===========        ===========        ===========

                                      F-27
<PAGE>

      Significant items making up deferred tax liabilities and deferred tax
assets were as follows at December 31:



                                                      1997            1998
                                                  ------------    ------------
Deferred tax assets:
Allowance for doubtful accounts .................   $4,624,000      $5,752,000
    Accrued vacation ............................    1,760,000       1,117,000
    Accrued self insurance ......................      580,000       1,220,000
    Acquired goodwill ...........................    1,678,000       1,310,000
    Non-recurring accruals and reserves .........    5,107,000       5,255,000
    Net operating losses ........................      506,000              --
    Other .......................................      109,000       1,446,000
                                                   -----------     -----------
     Deferred tax assets ........................  $14,364,000     $16,100,000
Deferred tax liabilities:
    Book to tax depreciation ....................   $1,716,000      $2,307,000
    Joint venture deferred liabilities                      --       1,280,000
    Goodwill, principally due to differences in
     amortization periods .......................    4,400,000       4,758,000
    Accounts receivable mark-to-market ..........           --       1,596,000
    Research and development expense ............    1,520,000       4,864,000
    Other .......................................       77,000       1,331,000
                                                   -----------     -----------
     Deferred tax liabilities ...................   $7,713,000     $16,136,000
                                                   ===========     ===========

      A reconciliation of the federal statutory rate to the Company's effective
tax rate was as follows for the years ended December 31:
<TABLE>
<CAPTION>
                                                  1996            %          1997           %           1998          %
                                             ------------       ----      -----------     -----      -----------     ----
<S>                                            <C>              <C>        <C>             <C>        <C>            <C>
Tax provision at federal
    statutory rate .......................     $14,309,000      34.5%      $7,372,000      35.0%      $14,628,000    35.0%
State taxes, net of federal income
    tax benefit ..........................       1,488,000       3.6          925,000       4.4         1,766,000     4.2
PPS S corporation status .................      (2,441,000)     (5.9)      (2,582,000)    (12.3)               --      --
Non-deductible goodwill ..................         367,000       0.9        1,003,000       4.8         1,149,000     2.8
Non-deductible non-recurring
    charges and acquisition costs ........              --        --        4,064,000      19.3         1,815,000     4.3
Other items, net .........................        (286,000)     (0.7)         280,000       1.3           (50,000)   (0.1)
                                               -----------      ----      -----------      ----       -----------    ----
                                               $13,437,000      32.4%     $11,062,000      52.5%      $19,308,000    46.2%
                                               ===========      ====      ===========      ====       ===========    ====
</TABLE>

      PPS' shareholders had elected S Corporation taxing status. Thus, PPS'
taxable income was taxed directly to its shareholders. PPS did pay state taxes
in Illinois, Pennsylvania, California and Utah based on its taxable income.
Effective with the merger with Concentra, PPS' taxable income is included in
Concentra's consolidated income tax returns.


(9) STOCKHOLDERS' EQUITY

(a) PREFERRED STOCK

      The Board of Directors is authorized to issue shares of Preferred Stock,
in one or more series, and to fix for each such series the number of shares
thereof and voting powers and such preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions as are permitted by the Delaware General Corporation Law. The Board
of Directors could authorize the issuance of shares of Preferred Stock with
terms and conditions that could discourage a takeover or other transaction that
holders of some or a majority of shares of Common Stock might believe to be in
their best interests or in which such holders might receive a pre-

                                      F-28
<PAGE>

mium for their shares of stock over the then market price of such shares. As of
the date hereof, no shares of Preferred Stock are outstanding and the Board of
Directors has no present intention to issue any shares of Preferred Stock. See
Note 14 "Subsequent Events" for related disclosure.


(b) STOCKHOLDER RIGHTS PLAN

      Shortly after the 1997 Merger, on September 17, 1997, the Board of
Directors declared, pursuant to a rights agreement (the "Rights Agreement"), a
dividend distribution of one common share purchase right ("Right") for each
outstanding share of Common Stock. Each Right will entitle the registered holder
to purchase from Concentra one thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Junior Preferred
Shares"), of Concentra at a price per share to be determined by the Board of
Directors with the advice of its financial advisor about the long-term prospects
for the Company's value (the "Purchase Price"), subject to adjustment. Each
thousandth of a Junior Preferred Share will be economically equivalent to one
share of Concentra Common Stock. The Purchase Price is expected to be
significantly higher than the trading price of the Common Stock. Therefore, the
dividend will have no initial value and no impact on the consolidated financial
statements of the Company. See Note 14, "Subsequent Events" for related
disclosure.


(c) COMMON STOCK

      At December 31, 1998, the Company has reserved approximately 16,839,000
unissued shares of its Common Stock for possible issuance under the Company's
stock option or stock purchase plans and for the issuance upon possible
conversion of the Company's 6% and 4.5% Convertible Subordinated Notes.


(10) COMMITMENTS AND CONTINGENCIES

      The Company leases certain corporate office space, operating and medical
facilities, and office and medical equipment under various non-cancellable
operating and capital lease agreements. Certain facility leases require the
Company to pay increases in operating costs and real estate taxes. In addition,
the Company leases certain office facilities from related parties under
operating lease agreements that expire on various dates through December 31,
2003. The Company made rental payments of $726,000 to Colonial Realty Trust, a
real estate company owned by a shareholder and board member of the Company for
each of the years ended December 31, 1996, 1997 and 1998.

      The following is a schedule of rent expense by major category for the
years ended December 31:

                              1996             1997              1998
                           -----------      -----------       -----------
Facilities ............    $13,009,000      $17,179,000       $22,307,000
Office equipment ......      1,166,000        2,029,000         3,091,000
Automobiles ...........      2,729,000        2,976,000         3,647,000
                           -----------      -----------       -----------
Total rent expense ....    $16,904,000      $22,184,000       $29,045,000
                           ===========      ===========       ===========

      The following is a schedule of future minimum lease payments under
non-cancellable operating and capital leases for the years ending December 31:
<TABLE>
<CAPTION>
                                                           OPERATING LEASES
                                                 -------------------------------------------
                                  CAPITAL        RELATED       UNRELATED
                                   LEASES        PARTIES         PARTIES           TOTAL
                                  ---------      --------       --------       -------------
<S>                                 <C>           <C>           <C>              <C>
Year Ending December 31,
1999 ............................   $34,000       $700,000      $22,464,324      $23,164,324
2000 ............................    22,000        700,000       18,051,724       18,751,724
2001 ............................        --        700,000       14,319,611       15,019,611
2002 ............................        --        700,000       12,399,364       13,099,364
2003 ............................        --        700,000        9,068,364        9,768,364
Thereafter ......................        --             --        8,083,018        8,083,018
                                    -------     ----------      -----------      -----------
                                    $56,000     $3,500,000      $84,386,405      $87,886,405
                                    =======     ==========      ===========      ===========
</TABLE>

                                      F-29
<PAGE>

      A wholly-owned subsidiary of Health Services has committed to guarantee
$21,408,000 in senior discount notes, plus interest, issued by four development
corporations (Concentra Development Corporation, Concentra Development
Corporation II, Concentra/Sherrer Development Corporation and Concentra/RDA,
Inc.). The stated principal amount of the notes total $42,768,000, which will be
their accreted value at their stated maturity (two to five years after the date
of issuance of each note). These corporations have been organized and
capitalized by a third party to develop occupational healthcare centers in
selected markets in the United States. Health Services also has the right to
acquire the developed centers at fair market value in the future. Health
Services has entered into a management agreement with the development
corporations to manage the healthcare centers' daily operations.

      The Company is party to certain claims and litigation initiated in the
ordinary course of business. The Company is not involved in any legal proceeding
that it believes will result, individually or in the aggregate, in a material
adverse effect upon its financial condition or results of operations. See Note
14, "Subsequent Events" for further claims and litigation disclosures.


(11) EMPLOYEE BENEFIT PLANS

(a) CONCENTRA 401(K) PLAN

      The Company has a defined contribution plan (the "Concentra 401(k) Plan"),
formerly the Managed Care Services 401(k) Plan (the "MCS Concentra 401(k)
Plan"), pursuant to which employees who are at least 21 years of age and who
have completed at least six months of service are eligible to participate.
Participants in the Concentra 401(k) Plan may not contribute more than the
lesser of a specified statutory amount or 15% of his or her pretax total
compensation. The Concentra 401(k) Plan permits, but does not require,
additional matching contributions of up to 50% of participants' pretax
contributions up to a maximum of 6% of compensation by the Company. Employees
are 100% vested in their own contributions while Company contributions vest 20%
per year with employees being fully vested after five years. For 1998, the
Company is making a matching contribution of 50% of participant's pretax
contributions up to 4% of compensation.


(b) HEALTH SERVICES 401(K) PLAN

      Health Services' defined contribution plan (the "HS 401(k) Plan") merged
into the Concentra 401(k) Plan as of July 1, 1998. The HS 401(k) Plan had
similar terms to those of the Concentra 401(k) Plan. There were no matching
contributions under the plan in 1996, 1997 and 1998.


(c) PPS 401(K) PLAN

      PPS' defined contribution plan (the "PPS 401(k) Plan") merged into the
Concentra 401(k) Plan as of August 1, 1998. The PPS 401(k) Plan had similar
terms to those of the Concentra 401(k) Plan. For the years ended December 31,
1996 and 1997 and the seven-month period in 1998, PPS elected to match 25% of
employee contributions up to 7% of gross earnings.

      The Company has expensed $910,000, $1,053,000 and $1,508,000 for the years
ended December 31, 1996, 1997 and 1998, respectively, for matching contributions
to the Concentra 401(k), the MCS 401(k) and the PPS 401(k) Plans.


(12) STOCK PURCHASE PLAN AND STOCK OPTION PLANS

(a) CONCENTRA 1997 EMPLOYEE STOCK PURCHASE PLAN

      The Concentra 1997 Employee Stock Purchase Plan (the "1997 Purchase Plan")
for employees of the Company authorizes the issuance of up to 500,000 shares of
Common Stock pursuant to the exercise of nontransferable options granted to
participating employees. The 1997 Purchase Plan is administered by the
Compensation Committee of the Board of Directors.

      Under the terms of the 1997 Purchase Plan, an employee must authorize the
Company in writing to deduct an amount (not less than 1% nor more than 15% of a
participant's base compensation and in any event not more than


                                      F-30
<PAGE>

      $25,000) from his or her pay during six month periods commencing on
January 1 and July 1 of each year (each a "Purchase Period"). The exercise price
for shares purchased under the 1997 Purchase Plan for each Purchase Period is
the lesser of 85% of the fair market value of the Common Stock on the first or
last business day of the Purchase Period. The fair market value will be the
closing selling price of the Common Stock as quoted.


(B) MANAGED CARE SERVICES AND HEALTH SERVICES EMPLOYEE STOCK PURCHASE PLANS

      Managed Care Services and Health Services each had employee stock purchase
plans under similar terms and conditions as those under the 1997 Purchase Plan.

      The Company issued the following shares of Common Stock under the employee
stock purchase plans for each of the following purchase periods:

                                                                   WEIGHTED
                                                                    AVERAGE
                                          NUMBER                     PRICE
PURCHASE PERIODS ENDED                  OF SHARES                  PER SHARE
                                         --------                  --------
December 31, 1995 ..................        32,682                   $10.49
June 30, 1996 ......................        29,089                   $10.59
December 31, 1996 ..................        44,606                   $22.18
June 30, 1997 ......................        50,056                   $21.38
December 31, 1997 ..................        47,245                   $24.86
June 30, 1998 ......................        64,587                   $22.10
December 31, 1998 ..................       160,512                   $ 9.08


(c) CONCENTRA 1997 LONG-TERM INCENTIVE PLAN

      Concentra may grant awards with respect to shares under the Company's
Long-term Incentive Plan (the "Concentra Incentive Plan"). The awards under the
Concentra Incentive Plan include: (i) incentive stock options qualified as such
under U.S. federal income tax laws, (ii) stock options that do not qualify as
incentive stock options, (iii) stock appreciation rights ("SARs"), (iv)
restricted stock awards and (v) performance units.

      The number of shares of Common Stock that may be subject to outstanding
awards under the Concentra Incentive Plan at any one time is equal to ten
percent of the total number of outstanding shares of Concentra Common Stock
(treating as outstanding all shares of Common Stock issuable within 60 days upon
exercise of stock options or conversion or exchange of outstanding,
publicly-traded convertible or exchangeable securities of Concentra) minus the
total number of shares of Common Stock subject to outstanding awards under the
Concentra Incentive Plan and any future stock-based plan for employees or
directors of Company. At December 31, 1998, the Company was authorized to award
grants of approximately 5,019,000 shares under the Concentra Incentive Plan. The
number of shares authorized under the Concentra Incentive Plan and the number of
shares subject to an award under the Concentra Incentive Plan will be adjusted
for stock splits, stock dividends, recapitalizations, mergers and other changes
affecting the capital stock of Concentra.

      During 1997, the Company granted restricted stock for 357,000 shares of
Common Stock under the 1997 Incentive Plan which were valued at approximately
$9,903,000 based upon the market value of the shares at the time of issuance. As
of December 31, 1998, 93,000 shares of the restricted stock granted in 1997,
valued at $2,806,000, have been canceled due to forfeiture. During 1998, the
Company granted restricted stock for 48,000 shares of Common Stock under the
1997 Incentive Plan which were valued at $1,413,000 based upon the market value
of the shares at the time of issuance. The restricted stock grants vest 25% per
year beginning January 1, 2002. If the Company's financial performance exceeds
certain established performance goals, however, the vesting of these shares
could accelerate whereby 33-1/3% of the shares could become vested on January 1,
2000 and each year thereafter. For the years ended December 31, 1997 and 1998,
the Company recorded amortization of $562,000 and $805,000, respectively, in
connection with the deferred compensation associated with the restricted stock
grants. During 1997 and 1998, the Company also granted 2,754 and 3,570 shares of
restricted stock to outside directors that vest over one year.


                                      F-31
<PAGE>

      After the 1997 Merger, no additional awards were made under the former CRA
and OccuSystems stock option plans and only that number of shares of Common
Stock issuable upon exercise of awards granted under the former CRA and
OccuSystems stock option plans as of the 1997 Merger were reserved for issuance
by the Company.

      In connection with the 1996 Transaction, PPS canceled all outstanding
stock options and terminated all existing stock option plans. In return for the
cancellation of outstanding options, PPS made a cash payment to the holders of
these options, which resulted in a compensation charge of approximately
$484,000. Upon the cancellation of the options, PPS adopted the 1996 PPS
Replacement Stock Option Plan and the 1996 PPS Incentive Stock Option Plan for
its key employees. The plan provided for the issuance of up to 325,000 shares of
PPS common stock. The exercise price for the incentive stock options could not
be less than the fair market value of the underlying PPS common stock on the
date of grant. After the merger, no additional awards were made under the former
PPS stock option plans and outstanding PPS options were assumed by the Concentra
Incentive Plan totaling approximately 580,000 shares of Concentra common stock.

      A summary of the status for all outstanding options at December 31, 1996,
1997 and 1998 and changes during the years then ended is presented in the table
below:

                                                                WEIGHTED
                                           NUMBER             AVERAGE PRICE
                                         OF SHARES              PER SHARE
                                          ----------              ------
Balance December 31, 1995 ...........      2,697,593              $ 8.18
    Granted .........................      1,959,777               18.07
    Exercised .......................       (633,143)               4.41
    Canceled ........................       (158,485)              13.79
                                          ----------              ------
Balance December 31, 1996 ...........      3,865,742               13.59
    Granted .........................      2,925,655               22.51
    Exercised .......................       (801,593)               9.02
    Canceled ........................       (268,017)              20.71
                                          ----------              ------
Balance December 31, 1997 ...........      5,721,787               18.46
    Granted .........................      2,945,570               21.43
    Exercised .......................       (696,473)               6.77
    Canceled ........................     (1,277,335)              24.53
                                          ----------              ------
Balance December 31, 1998 ...........      6,693,549              $20.21
                                          ==========              ======

      The weighted average fair market value of options granted in 1997 and 1998
were $25.89 and $21.95, respectively. A further breakdown of the outstanding
options at December 31, 1998 is as follows:

<TABLE>
<CAPTION>
                                                 WEIGHTED
                                 WEIGHTED        AVERAGE    EXERCISABLE     WEIGHTED
      RANGE OF                  NUMBER OF        AVERAGE    CONTRACTUAL    NUMBER OF        AVERAGE
  EXERCISE PRICES                OPTIONS          PRICE     LIFE (YEARS)     OPTIONS         PRICE
   --------------               ----------       --------    ----------     ---------       ------
<S>                             <C>              <C>           <C>         <C>              <C>
$ 0.00--$12.39 .............    2,357,919        $ 6.00        8.06          840,105        $ 5.61
$12.74--$23.13 .............    1,065,591         20.43        7.60          408,339         19.50
$23.17--$27.88 .............      521,789         26.24        8.15          198,800         26.30
$29.44--$32.63 .............    2,479,250         30.88        9.15          153,250         32.63
$32.75--$33.88 .............      269,000         33.75        8.87           81,000         33.46
                               ---------         ------        ----        ---------        ------
                               6,693,549         $20.21        8.43        1,681,494        $15.23
                               =========         ======        ====        =========        ======
</TABLE>

(d) SFAS 123 DISCLOSURES

      The Company accounts for these plans under APB No. 25, under which no
compensation cost has been recognized related to stock option grants. Had
compensation cost for these plans been determined consistent with Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), the Company's net income, pro forma net income,
earnings per share and pro forma earnings per share would have been reduced to
the following supplemental pro forma amounts:


                                      F-32
<PAGE>
<TABLE>
<CAPTION>
                                                    1996                1997                 1998
                                                 -----------         -----------          -----------
<S>                                              <C>                  <C>                  <C>
Net Income:
    As reported .............................    $28,039,000          $10,000,000          $22,486,000
    Supplemental pro forma ..................    $22,555,000           $3,612,000           $8,864,000
    Pro forma as reported (1) ...............    $25,309,000           $7,189,000
    Supplemental pro forma (1) ..............    $19,825,000             $801,000
Basic Earnings Per Share:
    As reported .............................          $0.69                $0.23                $0.48
    Supplemental pro forma ..................          $0.56                $0.08                $0.19
    Pro forma as reported (1) ...............          $0.63                $0.17
    Supplemental pro forma (1) ..............          $0.49                $0.02
Diluted Earnings Per Share:
    As reported .............................          $0.65                $0.22                $0.47
    Supplemental pro forma ..................          $0.53                $0.08                $0.19
    Pro forma as reported (1) ...............          $0.59                $0.16
    Supplemental pro forma (1) ..............          $0.46                $0.02
</TABLE>

-----------------
(1)   Pro forma net income and basic and diluted pro forma earnings per share
      for the years ended December 31, 1996 and 1997 have been calculated as if
      PPS had been subject to federal and state income taxes for the entire
      period, based upon an effective tax rate indicative of the statutory rates
      in effect. Prior to its merger with the Company, PPS elected to be taxed
      as an S corporation, and accordingly, was not subject to federal and state
      income taxes in certain jurisdictions.

      Because the method of accounting under SFAS 123 has not been applied to
options granted prior to January 1, 1995, the resulting pro forma compensation
cost may not be representative of that to be expected in future years.
Additionally, the 1996, 1997 and 1998 pro forma amounts include $229,000,
$396,000 and $509,000, respectively, related to purchase discounts offered on
employee stock purchase plans. The fair value of each option granted is
estimated on the date of grant using the Black-Scholes option pricing model with
the following assumptions used for grants in 1996, 1997 and 1998, respectively:

                                            1996       1997       1998
                                           -------    -------    -------
Risk-free interest rates ...............    5.25%      5.50%      5.18%
Expected volatility ....................   45.29%     45.29%     78.91%
Expected dividend yield ................      --         --         --
Expected weighted average life
    of options in years ................     3.4        3.7        3.0


(13) SEGMENT INFORMATION

      Operating segments represent components of the Company's business that are
evaluated regularly by key management in assessing performance and resource
allocation. The Company has determined that its reportable segments consist of
its Health Services, Specialized Cost Containment and Field Case Management
Groups.

      Health Services manages occupational healthcare centers at which it
provides support personnel, marketing, information systems and management
services to its affiliated physicians. Health Services owns all the operating
assets of the occupational healthcare centers, including leasehold interests and
medical equipment.

      Specialized Cost Containment services include first report of injury,
utilization management (precertification and concurrent review) retrospective
medical bill review, telephonic case management, preferred provider organization
("PPO") network access, independent medical examinations ("IMEs"), peer reviews
and hospital bill auditing. These services are designed to reduce the cost of
workers' compensation claims, automobile accident injury claims and group health
claims.


                                      F-33
<PAGE>

      Field Case Management provides services involving case managers and nurses
working on a one-on-one basis with injured employees and their various health
care professionals, employers and insurance company adjusters to assist in
maximizing medical improvement and, where appropriate, to expedite the return to
work.

      The Health Services Group is managed separately and has different economic
characteristics from the Specialized Cost Containment and Field Case Management
groups, and is therefore shown as a separate reportable segment. The Field Case
Management Group and certain operating segments included in the Specialized Cost
Containment Group have similar economic characteristics and may share the same
management and/or locations. However, the Field Case Management Group is
reported as a separate segment for management reporting purposes and it
represents 58.7%, 49.3% and 47.7% of total Managed Care Services revenue for the
years ended December 31, 1996, 1997 and 1998, respectively.

      Revenues from individual customers, revenues between business segments and
revenues, operating profit and identifiable assets of foreign operations are not
significant.

      The Company's Statements of Operations on a segment basis for the years
ended December 31, 1996, 1997 and 1998 were as follows:
<TABLE>
<CAPTION>
                                                          1996                       1997                       1998
                                                      ------------               ------------               ------------
<S>                                                   <C>                        <C>                        <C>
Revenue:
    Health Services .............................     $170,035,000               $207,676,000               $259,481,000
    Managed Care Services:
      Specialized cost containment ..............       83,784,000                142,919,000                183,734,000
      Field case management .....................      118,864,000                138,723,000                167,841,000
                                                      ------------               ------------               ------------
      Total Managed Care Services ...............      202,648,000                281,642,000                351,575,000
                                                      ------------               ------------               ------------
                                                       372,683,000                489,318,000                611,056,000
Gross profit margins:
    Health Services .............................       39,281,000                 52,300,000                 58,300,000
    Managed Care Services:
      Specialized cost containment ..............       23,630,000                 42,907,000                 60,440,000
      Field case management .....................       19,844,000                 21,472,000                 23,019,000
                                                      ------------               ------------               ------------
      Total Managed Care Services ...............       43,474,000                 64,379,000                 83,459,000
                                                      ------------               ------------               ------------
                                                        82,755,000                116,679,000                141,759,000
Operating income (1):
    Health Services .............................       19,742,000                 12,273,000                 34,415,000
    Managed Care Services .......................       25,452,000                 20,042,000                 20,785,000
                                                      ------------               ------------               ------------
                                                        45,194,000                 32,315,000                 55,200,000
Interest expense ................................        3,741,000                 12,667,000                 18,021,000
Interest income .................................         (859,000)                (2,297,000)                (4,659,000)
Other expense, net ..............................          836,000                    883,000                     44,000
                                                      ------------               ------------               ------------
    Income before income taxes ..................       41,476,000                 21,062,000                 41,794,000
Provision for income taxes ......................       13,437,000                 11,062,000                 19,308,000
                                                      ------------               ------------               ------------
    Net income ..................................     $ 28,039,000               $ 10,000,000               $ 22,486,000
                                                      ============               ============               ============
</TABLE>

---------------------
(1)   Corporate-level general and administrative expenses are reported in the
      Health Services and Managed Care Services groups based on where general
      and administrative activities are budgeted. The Company does not make
      allocations of corporate level general and administrative expenses.

      The Company's segment depreciation and amortization, capital expenditures
and identifiable assets for the years ended December 31, 1996, 1997 and 1998 are
as follows:


                                      F-34
<PAGE>
<TABLE>
<CAPTION>
                                                         1996                 1997                 1998
                                                     ------------         ------------         ------------
<S>                                                   <C>                  <C>                 <C>
Depreciation and amortization:
    Health Services .............................     $  6,827,000         $  9,162,000        $ 11,372,000
    Managed Care Services .......................        3,321,000            7,376,000          11,552,000
                                                      ------------         ------------        ------------
                                                      $ 10,148,000         $ 16,538,000        $ 22,924,000
                                                      ============         ============        ============
Capital expenditures:
    Health Services .............................     $ 19,296,000         $ 16,862,000        $ 19,235,000
    Managed Care Services .......................        4,728,000            8,673,000          14,952,000
                                                      ------------         ------------        ------------
                                                      $ 24,024,000         $ 25,535,000        $ 34,187,000
                                                      ============         ============        ============
Identifiable assets:
    Health Services .............................     $260,619,000         $261,521,000        $309,419,000
    Managed Care Services .......................      107,281,000          221,012,000         347,375,000
                                                      ------------         ------------        ------------
                                                      $367,900,000         $482,533,000        $656,794,000
                                                      ============         ============        ============
</TABLE>


(14) SUBSEQUENT EVENTS

      On March 2, 1999, Concentra entered into a definitive agreement to merge
(the "Merger") with Yankee Acquisition Corp. ("Yankee"), a corporation formed by
Welsh, Carson, Anderson & Stowe ("WCAS"), a 14.9% stockholder of the Company.
Concentra's Board of Directors unanimously approved the transaction based upon
the recommendation of its special committee of the Board of Directors, which was
formed on October 29, 1998 to evaluate strategic alternatives in response to
several unsolicited expressions of interest regarding the possible acquisition
of some or all of the Company's Common Stock. On March 24, 1999, Concentra
entered into an Amended and Restated Agreement and Plan of Merger with Yankee
(the "Amended Merger Agreement"). Pursuant to the Amended Merger Agreement, WCAS
will acquire approximately 87%, funds managed by Ferrer Freeman Thompson & Co.
("FFT") will acquire approximately 7% and other investors will acquire
approximately 6% of the post-merger shares of common stock of the Company for
$16.50 per share. As a result of the Merger, each outstanding share of Concentra
Common Stock will be converted into the right to receive $16.50 in cash.

      In connection with the Merger, effective March 2, 1999, Concentra amended
its Rights Agreement. The amendment provides, among other things, that Yankee
and its affiliates will not be deemed an Acquiring Person (as such term is
defined in the Rights Agreement) and that the Rights Agreement will expire
immediately prior to the effective time of the Merger.

      The transaction is valued at approximately $1,100,000,000, including the
refinancing of $327,750,000 of the 6% and 4.5% Convertible Subordinated Notes
which contain change in control provisions in the related indentures. The
transaction is structured to be accounted for as a recapitalization and is
expected to be completed in the third quarter of 1999. The transaction is
conditioned upon, among other things, approval of the shareholders of Concentra,
receipt of financing and certain regulatory approvals.

      To finance the acquisition of the Company, WCAS will invest approximately
$369,432,000 in equity financing, including the value of shares and convertible
notes already owned by WCAS, and up to $110,000,000 in subordinated
indebtedness. Additionally, FFT will invest approximately $30,600,000 and other
investors will invest approximately $23,000,000 in equity. WCAS has also
received commitments from various lenders to provide Yankee with $190,000,000 in
senior subordinated notes, a $375,000,000 term loan and a $100,000,000 revolving
credit facility to replace the Company's existing Senior Credit Facility.
Additionally, Concentra would also utilize excess cash on hand at the time of
the merger to help finance the purchase of the Concentra Common Stock.
Simultaneous with the right to receive cash for shares, Yankee would merge with
Concentra with Concentra surviving.

      As of March 26, 1999, Concentra is aware of three lawsuits that have been
filed by alleged stockholders of Concentra relating to the Merger. All three
lawsuits were filed in the Chancery Court for New Castle County, Delaware. Each
of the lawsuits names Concentra, its directors and Yankee as defendants. The
plaintiff in each lawsuit seeks to represent a putative class of all public
holders of Concentra common stock. The lawsuits allege, among


                                      F-35
<PAGE>

other things, that the directors of Concentra breached their fiduciary duties to
Concentra's stockholders by approving the Merger. The lawsuits seek, among other
things, preliminary and permanent injunctive relief prohibiting consummation of
the Merger, unspecified damages, attorneys' fees and other relief. Concentra
expects that these lawsuits will be consolidated into a single action. The
Company intends to contest these lawsuits vigorously.


(15) SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                                                              FOR THE YEAR ENDED DECEMBER 31,
                                                              -------------------------------------------------------------
                                                1994            1995              1996             1997             1998
                                              ---------       ---------         ---------        ---------        ---------
<S>                                        <C>              <C>               <C>              <C>              <C>
STATEMENT OF OPERATIONS DATA:
Revenue ...............................    $223,499,000     $305,355,000      $372,683,000     $489,318,000     $611,056,000
Gross profit ..........................      37,093,000       62,435,000        82,755,000      116,679,000      141,759,000
Non-recurring charges .................              --          898,000           964,000       38,625,000       33,114,000
Operating income ......................      15,928,000       29,446,000        45,194,000       32,315,000       55,200,000
Income before taxes ...................      10,088,000       24,246,000        41,476,000       21,062,000       41,794,000
Provision for income taxes (1) ........       6,802,000        7,771,000        13,437,000       11,062,000       19,308,000
Net income before extraordinary
    items (1) .........................       3,286,000       16,475,000        28,039,000       10,000,000       22,486,000
Pro forma net income before
    extraordinary items (2) ...........                       13,845,000        25,309,000        7,189,000
Basic earnings per share before
    extraordinary items ...............                            $0.48             $0.69            $0.23            $0.48
Basic pro forma earnings per share
    before extraordinary items (2) ....                            $0.41             $0.63            $0.17
Basic weighted average shares
    out-standing ......................                       33,810,000        40,411,000       42,774,000       46,451,000
Diluted earnings per share before
    extraordinary items ...............                            $0.46             $0.65            $0.22            $0.47
Diluted pro forma earnings per share
    before extraordinary items (2) ....                            $0.39             $0.59            $0.16
Diluted weighted average shares
    outstanding .......................                       35,939,000        43,344,000       46,895,000       47,827,000
BALANCE SHEET:
Working capital .......................    $ 19,117,000     $ 21,971,000      $116,439,000     $ 36,754,000     $201,870,000
Total assets ..........................     113,672,000      188,530,000       367,900,000      482,533,000      656,794,000
Total debt ............................      83,785,000       34,639,000       142,229,000      206,600,000      327,925,000
Total stockholders' equity (deficit) ..      (5,820,000)     109,383,000       178,146,000      206,441,000      239,875,000
</TABLE>
-------------------
(1)   Prior to its recapitalization in March of 1994, CRA had elected to be
      taxed as an S corporation. In connection with its recapitalization, CRA
      was required to change from an S to a C corporation. This change resulted
      in CRA recording an incremental tax provision of $3,772,000 in the first
      quarter of 1994. The Company's pro forma net income for 1994 would have
      been $3,466,000 higher had CRA had been subject to federal and state
      income taxes during the entire period based upon an effective tax rate
      indicative of the statutory rate in effect during the period.

(2)   Pro forma net income and basic and diluted pro forma earnings per share,
      where applicable, for the years ended December 31, 1994, 1995, 1996 and
      1997 have been calculated as if PPS had been subject to federal and state
      income taxes for the entire period, based upon an effective tax rate
      indicative of the statutory rates in effect. Prior to its merger with the
      Company, PPS elected to be taxed as an S corporation, and accordingly, was
      not subject to federal and state income taxes in certain jurisdictions.


(16) SELECTED QUARTERLY OPERATING RESULTS (UNAUDITED)

      The following table sets forth certain unaudited quarterly results of
operations for each of the eight quarters ended December 31, 1998. In
management's opinion, this unaudited information has been prepared on the same
basis as the annual financial statements and includes all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the information for the quarters presented, when read in
conjunction with


                                      F-36
<PAGE>

the financial statements and notes thereto included elsewhere in this document.
The operating results for any quarter are not necessarily indicative of results
for any subsequent quarter.
<TABLE>
<CAPTION>
                                                                                 QUARTER ENDED
                                                  ----------------------------------------------------------------------------
                                                    MARCH 31,             JUNE 30,          SEPTEMBER 30,         DECEMBER 31,
                                                      1998                 1998                 1998                 1998
                                                  ------------         -------------       --------------        -------------
<S>                                               <C>                   <C>                  <C>                  <C>
Revenue .......................................   $144,282,000          $157,501,000         $157,362,000         $151,911,000
Cost of services ..............................    109,898,000           116,633,000          118,660,000          124,106,000
                                                  ------------          ------------         ------------         ------------
    Gross profit ..............................     34,384,000            40,868,000           38,702,000           27,805,000
General and administrative expenses ...........     10,645,000            11,228,000           11,851,000           11,602,000
Amortization ..................................      2,015,000             2,036,000            2,051,000            2,017,000
Non-recurring charge ..........................     12,600,000                    --                   --           20,514,000
                                                  ------------          ------------         ------------         ------------
    Operating income (loss) ...................      9,124,000            27,604,000           24,800,000           (6,328,000)
Other expense, net ............................      3,710,000             3,207,000            3,355,000            3,134,000
Provision (benefit) for income taxes ..........      4,567,000            10,236,000            9,000,000           (4,495,000)
                                                  ------------          ------------         ------------         ------------
Net income (loss) .............................   $    847,000          $ 14,161,000         $ 12,445,000        $  (4,967,000)
                                                  ============          ============         ============         ============
Basic earnings (loss) per share ...............          $0.02                 $0.30                $0.26               $(0.11)
Diluted earnings (loss) per share .............          $0.02                 $0.30                $0.26               $(0.11)
<CAPTION>
                                                                                 QUARTER ENDED
                                                   ---------------------------------------------------------------------------
                                                    MARCH 31,            JUNE 30,          SEPTEMBER 30,          DECEMBER 31,
                                                      1997                 1997                 1997                  1997
                                                  ------------         -------------       --------------        --------------
<S>                                               <C>                   <C>                  <C>                  <C>
Revenue .......................................   $106,307,000          $119,633,000         $129,890,000         $133,488,000
Cost of services ..............................     82,640,000            90,736,000           96,024,000          103,239,000
                                                  ------------          ------------         ------------         ------------
    Gross profit ..............................     23,667,000            28,897,000           33,866,000           30,249,000
General and administrative expenses ...........      9,025,000             9,948,000           10,251,000           10,607,000
Amortization                                         1,235,000             1,160,000            1,560,000            1,953,000
Non-recurring charge                                        --                    --           38,625,000                   --
                                                  ------------          ------------         ------------         ------------
    Operating income (loss) ...................     13,407,000            17,789,000          (16,570,000)          17,689,000
Other expense, net ............................      1,598,000             2,272,000            3,200,000            4,183,000
Provision for income taxes ....................      4,106,000             5,395,000           (3,342,000)           4,903,000
                                                  ------------          ------------         ------------         ------------
Net income (loss) .............................   $  7,703,000          $ 10,122,000         $(16,428,000)        $  8,603,000
                                                  ============          ============         ============         ============
Pro forma net income (loss) (1) ...............   $  7,080,000          $  9,440,000         $(17,548,000)        $  8,217,000
                                                  ============          ============         ============         ============
Basic earnings (loss) per share ...............          $0.18                 $0.24               $(0.38)               $0.20
Basic pro forma earnings (loss)
    per share (1) .............................          $0.17                 $0.22               $(0.41)               $0.19
Diluted earnings (loss) per share .............          $0.17                 $0.22               $(0.38)               $0.18
Diluted pro forma earnings (loss)
    per share (1) .............................          $0.15                 $0.21               $(0.41)               $0.17
</TABLE>
--------------------
(1)   Pro forma net income (loss) and basic and diluted pro forma earnings
      (loss) per share for the four quarters ended December 31, 1997 have been
      calculated as if PPS had been subject to federal and state income taxes
      for the entire period, based upon an effective tax rate indicative of the
      statutory rates in effect. Prior to its merger with the Company, PPS
      elected to be taxed as an S corporation, and accordingly, was not subject
      to federal and state income taxes in certain jurisdictions.


                                      F-37
<PAGE>

                          CONCENTRA MANAGED CARE, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

                                                        SUPPLEMENTAL SCHEDULE II

<TABLE>
<CAPTION>
                                              BEGINNING         CHARGED                       NET DEDUCTIONS         ENDING
                                               BALANCE         TO INCOME      ACQUISITIONS     FROM RESERVES         BALANCE
                                            ------------      -----------      ------------   ---------------      -------------
<S>                            <C>           <C>              <C>                <C>              <C>                <C>
Allowance for Doubtful
         Accounts
                               1996          $ 6,917,000      $ 5,298,000        $4,289,000       $ 6,526,000        $ 9,978,000
                               1997            9,978,000        8,890,000         7,797,000         9,942,000         16,723,000
                               1998           16,723,000       12,869,000         1,968,000        14,350,000         17,210,000

Contractual Allowance
                               1996            $ 660,000      $ 3,680,000        $  800,000       $ 3,427,000        $ 1,653,000
                               1997            1,653,000       14,718,000                --        12,743,000          3,628,000
                               1998            3,628,000       16,095,000                --        15,073,000          4,650,000

-----------------
Non-recurring Charges(1)

                                                 BEGINNING              CHARGED                                     ENDING
                                                  BALANCE              TO INCOME              USAGE                 BALANCE
                                               --------------         -------------       --------------        --------------
                               1996            $           --           $   964,000         $   (964,000)         $        --
                               1997                        --            38,625,000          (31,098,000)           7,527,000
                               1998                 7,527,000            33,114,000          (29,701,000)          10,940,000
</TABLE>
-----------------
(1) Non-recurring charge breakout by major category:

<TABLE>
<CAPTION>
                                            PROFESSIONAL       FACILITY         PERSONNEL
                                                FEES        CONSOLIDATION       RELATED            OTHER              TOTAL
                                            ------------      -----------     ------------   ------------    ------------
<S>                                         <C>             <C>                <C>               <C>               <C>
Balance 12/31/96 .......................     $        --      $        --     $         --   $         --    $         --
  Provision-Q3 97 Charge ...............      11,569,000        5,945,000       16,216,000      4,895,000      38,625,000
  Usage-Q3 97 Charge ...................      (9,155,000)      (5,476,000)     (11,803,000)    (4,664,000)    (31,098,000)
                                             -----------      -----------     ------------   ------------    ------------
Balance 12/31/97 .......................     $ 2,414,000      $   469,000     $  4,413,000   $    231,000    $  7,527,000

1988 Provision:
  Q3 97 Charge .........................     $        --      $        --     $        --    $         --    $         --
  Q1 98 Charge .........................       5,200,000        2,100,000        2,400,000      2,900,000      12,600,000
  Q4 98 Charge .........................              --        5,836,000        3,817,000     10,861,000      20,514,000
                                             -----------      -----------     ------------   ------------    ------------
Total 1998 Provision ...................     $ 5,200,000      $ 7,936,000     $  6,217,000   $ 13,761,000    $ 33,114,000

1988 Usage:
  Q3 97 Charge .........................     $(2,414,000)     $  (469,000)    $ (4,413,000)  $   (231,000)   $ (7,527,000)
  Q1 98 Charge .........................      (5,136,000)        (746,000)      (2,355,000)    (2,891,000)    (11,128,000)
  Q4 98 Charge .........................              --       (1,140,000)      (2,490,000)    (7,416,000)    (11,016,000)
                                             -----------      -----------     ------------   ------------    ------------
Total 1998 Usage .......................     $(7,550,000)     $(2,355,000)    $ (9,258,000)  $(10,538,000)   $(29,701,000)
                                             -----------      -----------     ------------   ------------    ------------

Balance 12/31/98 .......................     $    64,000      $ 6,050,000     $  1,372,000   $  3,454,000    $ 10,940,000
                                             ===========      ===========     ============   ============    ============
</TABLE>



                                      F-38
<PAGE>


              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To the Stockholders and Board of
Directors of Concentra Managed Care, Inc.

      We have audited in accordance with generally accepted auditing standards,
the financial statements of Concentra Managed Care, Inc. and have issued our
report thereon dated June 9, 1999. Our audit was made for the purpose of forming
an opinion on the basic financial statements taken as a whole. The schedule
listed in the index of the financial statement schedules is presented for the
purpose of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 9, 1999




                                      F-39
<PAGE>

                         COMPUTATION OF PRO FORMA RATIOS

                  Ratio of Pro Forma Earnings to Fixed Charges
              Ratio of Adjusted Pro Forma Earnings to Fixed Charges
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               YEAR ENDED          NINE MONTHS ENDED
                                                                            DECEMBER 31, 1998     SEPTEMBER 30, 1999
                                                                            ----------------       ----------------
<S>                                                                              <C>                    <C>
Pro Forma Earnings:
Income (loss) before income taxes ......................................          $(4,989)              $(43,150)
Less: Equity in earnings of unconsolidated subsidiaries, net of
    related distributions ..............................................             (218)                   (61)
Fixed charges ..........................................................           67,406                 51,341
                                                                                  -------               --------
    Total Pro Forma Earnings (1) .......................................          $62,199               $  8,130
                                                                                  =======               ========
Adjusted Pro Forma Earnings:
Income (loss) before income taxes ......................................          $(4,989)              $(43,150)
Less: Equity in earnings of unconsolidated subsidiaries, net of
    related distributions ..............................................             (218)                   (61)
Fixed charges ..........................................................           67,406                 51,341
Nonrecurring charges ...................................................           33,114                 54,419
                                                                                  -------               --------
    Total Adjusted Pro Forma Earnings (2) ..............................          $95,313               $ 62,549
                                                                                  =======               ========
Fixed Charges:
Interest expense .......................................................          $60,145               $ 45,393
Interest portion of rent expense .......................................            7,261                  5,948
                                                                                  -------               --------
    Total Fixed Charges ................................................          $67,406               $ 51,341
                                                                                  =======               ========
Ratio of Pro Forma earnings to fixed charges ...........................              0.9                    0.2
                                                                                      ===                    ===
Ratio of adjusted Pro Forma earnings to fixed charges ..................              1.4                    1.2
                                                                                      ===                    ===
</TABLE>
------------------
(1)   The ratio of earnings to fixed charges is computed by dividing the sum of
      net earnings, before deducting provisions for income taxes and fixed
      charges less equity in earnings of unconsolidated subsidiaries, net of
      related distributions, by fixed charges. Fixed charges consist of interest
      on debt, including amortization of debt issuance costs, and one-fourth of
      rent expenses, estimated by management to be the interest component of
      such rentals.

(2)   The ratio of adjusted earnings to fixed charges is computed by dividing
      the sum of net earnings, before deducting nonrecurring charges, provisions
      for income taxes and fixed charges less equity in earnings of
      unconsolidated subsidiaries, net of related distributions, by fixed
      charges. Fixed charges consist of interest on debt, including amortization
      of debt issuance costs, and one-fourth of rent expense, estimated by
      management to be the interest component of such rentals.


                                      F-40
<PAGE>

                              COMPUTATION OF RATIOS

                       Ratio of Earnings to Fixed Charges
                   Ratio of Adjusted Earnings to Fixed Charges
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                             NINE        NINE
                                                                                                            MONTHS      MONTHS
                                                                                                            ENDED       ENDED
                                                             YEAR ENDED DECEMBER 31,                    SEPTEMBER 30, SEPTEMBER 30,
                                               -----------------------------------------------------    ------------  ------------
                                             1994         1995         1996        1997         1998         1998          1999
                                            -------     --------     --------     --------    --------     --------      --------
<S>                                         <C>         <C>          <C>           <C>        <C>          <C>          <C>
Earnings:
Income (loss) before income taxes .......   $10,088      $24,246      $41,476      $21,062     $41,794      $51,256      $(14,647)
                                            -------      -------      -------      -------     -------      -------      --------
Less: Equity in earnings of
    unconsolidated
    subsidiaries net of related
    distributions .......................        --           --           --         (237)       (218)          (7)          (61)
Fixed charges ...........................     8,730        9,223        7,967       18,213      25,282       18,516        25,562
                                            -------      -------      -------      -------     -------      -------      --------
    Total Earnings (1) ..................   $18,818      $33,469      $49,443      $39,038     $66,858      $69,765      $ 10,854
                                            =======      =======      =======      =======     =======      =======      ========
Adjusted Earnings:
Income (loss) before income taxes .......   $10,088      $24,246      $41,476      $21,062     $41,794      $51,256      $(14,647)
Less: Equity in earnings of
    unconsolidated subsidiaries net of
    related distributions ...............        --           --           --         (237)       (218)          (7)          (61)
Fixed charges ...........................     8,730        9,223        7,967       18,213      25,282       18,516        25,562
Nonrecurring charges ....................        --          898          964       38,625      33,114       12,600        54,419
                                            -------      -------      -------      -------     -------      -------      --------
Total Adjusted Earnings (2) .............   $18,818      $34,367      $50,407      $77,663     $99,972      $82,365      $ 65,273
                                            =======      =======      =======      =======     =======      =======      ========
Fixed Charges:
Interest expense ........................   $ 5,956      $ 5,499      $ 3,741      $12,667     $18,021      $13,123      $ 19,614
Interest portion of rent expense ........     2,774        3,724        4,226        5,546       7,261        5,393         5,948
                                            -------      -------      -------      -------     -------      -------      --------
    Total Fixed Charges .................   $ 8,730      $ 9,223       $7,967      $18,213     $25,282      $18,516      $ 25,562
                                            =======      =======      =======      =======     =======      =======      ========
Ratio of earnings to fixed charges ......       2.2          3.6          6.2          2.1         2.6          3.8           0.4
                                            =======      =======      =======      =======     =======      =======      ========
Ratio of adjusted earnings to
    fixed charges .......................       2.2          3.7          6.3          4.3         4.0          4.4           2.6
                                            =======      =======      =======      =======     =======      =======      ========
</TABLE>
-------------------
(1)   The ratio of earnings to fixed charges is computed by dividing the sum of
      net earnings, before deducting provisions for income taxes and fixed
      charges less equity in earnings of unconsolidated subsidiaries, net of
      related distributions, by fixed charges. Fixed charges consist of interest
      on debt, including amortization of debt issuance costs, and one-fourth of
      rent expenses, estimated by management to be the interest component of
      such rentals.

(2)   The ratio of adjusted earnings to fixed charges is computed by dividing
      the sum of net earnings, before deducting nonrecurring charges, provisions
      for income taxes and fixed charges less equity in earnings of
      unconsolidated subsidiaries, net of related distributions, by fixed
      charges. Fixed charges consist of interest on debt, including amortization
      of debt issuance costs, and one-fourth of rent expense, estimated by
      management to be the interest component of such rentals.


                                      F-41
<PAGE>
===============================================================================
      , 1999

                         CONCENTRA OPERATING CORPORATION

                                  $190,000,000
                 13% SERIES B SENIOR SUBORDINATED NOTES DUE 2009


                          ----------------------------
                               P R O S P E C T U S
                          ----------------------------













      Until    , 1999, all dealers that effect transactions in these securities,
whether or not participating in this exchange offer, may be required to deliver
a prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.













-------------------------------------------------------------------------------
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. The information in this prospectus is
current as of      , 1999.
-------------------------------------------------------------------------------

<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 78.7502(1) of the General Corporation Law of Nevada (the "NGCL")
provides that a Nevada corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

      Section 78.7502(2) of the NGCL provides that a Nevada corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in subsection (1), against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if he or she acted under the standards set forth in
subsection (1), except that no indemnification may be made for any claim, issue
or matter as to which such person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which such action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

      Section 78.7502(3) of the NGCL provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (1) and (2), or in defense of any claim, issue or matter therein,
the corporation shall indemnify such person against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection
with the defense.

      Section 78.751(1) of the NGCL provides that any discretionary
indemnification under Section 78.7502, unless ordered by a court or advanced
pursuant to subsection 2 of Section 78.751, may be made by the corporation only
as authorized in the specific case upon determination that indemnification of
such director, officer, employee or agent is proper in the circumstances. The
determination must be made (a) by the stockholders; (b) by the board of
directors by majority vote of quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

      Section 78.751(2) of the NGCL provides that the articles of incorporation,
bylaws or an agreement made by the corporation may provide that the expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the corporation. Such provision does not
affect any rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or otherwise by
law.

      Section 78.752 of the NGCL provides that a Nevada corporation may purchase
and maintain insurance or make other financial arrangements on behalf of any
person who acted in any of the capacities set forth above for any lia-


                                      II-1
<PAGE>

bility asserted against such person for any liability asserted against him or
her and liability and expenses incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liabilities and expenses.

      The By-Laws of Concentra Operating Corporation ("COC") provide that every
person serving as its directors or officers and every such director or officer
serving at the request of COC as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
be indemnified by COC in accordance with and to the fullest extent permitted by
law for the defense of, in connection with, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative.

      Concentra Management Services, Inc., Hillman Consulting, Inc., CRA-MCO,
Inc., Concentra Health Services, Inc. and OCI Holdings, Inc., which are wholly
owned, direct and indirect, subsidiaries of COC and also registrants under this
Registration Statement, are incorporated under the laws of the State of Nevada
and are subject to the provisions of the NGCL described above. Concentra
Preferred Systems, Inc., Prompt Associates, Inc. and First Notice Systems, Inc.,
which are wholly owned, direct and indirect, subsidiaries of COC and also
registrants under this Registration Statement, are incorporated under the laws
of the State of Delaware and are subject to the provisions of the laws of the
State of Delaware. Concentra Managed Care Services, Inc. and Concentra Managed
Care Business Trust, which are wholly owned, direct and indirect, subsidiaries
of COC and also registrants under this Registration Statement, are incorporated
or formed under the laws of the State of Massachusetts and are subject to the
provisions of the laws of the State of Massachusetts. Focus Healthcare
Management, Inc., which is an indirect wholly owned subsidiary of COC and also a
registrant under this Registration Statement, is incorporated under the laws of
the State of Tennessee and is subject to the provisions of the laws of the State
of Tennessee. Drug-Free Consortium, Inc. and OccuCenters I, L.P., which are
indirect wholly owned subsidiaries of COC and also registrants under this
Registration Statement, are incorporated or formed under the laws of the State
of Texas and are subject to the provisions of the laws of the State of Texas.
CRA Managed Care of Washington, Inc., which is an indirect wholly owned
subsidiary of COC and also a registrant under this Registration Statement, is
incorporated under the laws of the State of Washington and is subject to the
provisions of the laws of the State of Washington. The directors and officers of
all of these subsidiaries are entitled to the rights under the NGCL described
above. In addition, such directors and officers are also entitled to certain
similar rights under the corporate laws of the States of Delaware,
Massachusetts, Tennessee, Texas and Washington, as the case may be.

      The Certificate of Incorporation, By-Laws or other governing documents of
each of the wholly owned, direct and indirect, subsidiaries of COC that are also
registrants under this Registration Statement include similar provisions to
those described above.

      Concentra Managed Care, Inc. ("CMC"), the parent of COC, has entered into
indemnity agreements with the directors and officers of CMC and its wholly
owned, direct and indirect, subsidiaries, including the Registrants. Pursuant to
such agreements, CMC will, to the extent permitted by applicable law, indemnify
such persons against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought against them by
reason of the fact that they were directors or officers of such Registrant or
assumed certain responsibilities at the direction of such Registrant. In
addition, CMC has purchased and maintains insurance to protect persons entitled
to indemnification pursuant to its by-laws or the applicable law against
expenses, judgments, fines and amounts paid in settlement, to the fullest extent
permitted by the Delaware General Corporation Law. Such insurance covers the
directors and officers of the Registrants.


ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      (a)  Exhibits. See Exhibit Index.

      (b)  Financial Statement Schedules. Included in the Prospectus.

      (c)  Report Opinion or Appraisal. See Exhibit 5.1.


                                      II-2
<PAGE>

ITEM 22. UNDERTAKINGS

      (a)  The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;

                (iii)To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change in such
                     information in the registration statement;

           (2)  That, for the purpose of determining any liability under the
                Securities Act, each such post-effective amendment shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at the time shall be deemed to be initial bona fide offering
                thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

      (b)  Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and
           controlling persons of the registrant pursuant to the foregoing
           provisions, or otherwise, the registrant has been advised that in
           the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable. In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the registrant of expenses incurred or paid by a director, officer
           or controlling person of the registrant in the successful defense of
           any action, suit or proceeding) is asserted by such director,
           officer or controlling person in connection with the securities
           being registered, the registrant will, unless in the opinion of its
           counsel the matter has been settled by controlling precedent, submit
           to a court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.

      (c)  The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Exchange Act (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section 15(d) of
           the Exchange Act) that is incorporated by reference in the
           registration statement shall be deemed to be a new registration
           statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be the
           initial bona fide offering thereof.

      (d)  The undersigned registrant hereby undertakes to respond to requests
           for information that is incorporated by reference into the prospectus
           pursuant to Items 4, 10(b), 11 or 13 of this form, within one
           business day of receipt of such request, and to send the incorporated
           documents by first class mail or other equally prompt means. This
           includes information contained in documents filed subsequent to the
           effective date of the registration statement through the date of
           responding to the request.

      (e)  The undersigned registrant hereby undertakes to supply by means of a
           post-effective amendment all information concerning a transaction,
           and the company being acquired involved therein, that was not the
           subject of and included in the registration statement when it became
           effective.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                          CONCENTRA OPERATING CORPORATION


                                          /s/ Daniel J. Thomas
                                          --------------------------------
                                          Daniel J. Thomas
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

      The undersigned directors and officers of Concentra Operating Corporation,
hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any
of them individually, as attorney-in-fact for the undersigned, with full power
of substitution for, and in the name, place and stead of the undersigned, to
sign and file with the Securities and Exchange Commission under the Securities
Act, any and all amendments (including post-effective amendments) and exhibits
to this registration statement on Form S-4 and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                 TITLE                                  DATE
                 ------------                               -------                                -------

PRINCIPAL EXECUTIVE OFFICER:

<S>                                 <C>                                                       <C>
/s/ DANIEL J. THOMAS                President and Chief Executive Officer and Director        November 11, 1999
------------------------------
Daniel J. Thomas

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                Executive Vice President, Chief Financial
------------------------------
Thomas E. Kiraly                    Officer and Treasurer                                     November 11, 1999
Officer and Treasurer

/s/ PAUL B. QUEALLY                 Chairman of the Board                                     November 11, 1999
------------------------------
Paul B. Queally

/s/ JOHN K. CARLYLE                 Director                                                  November 11, 1999
------------------------------
John K. Carlyle

/s/ CARLOS FERRER                   Director                                                  November 11, 1999
------------------------------
Carlos Ferrer

/s/ D. SCOTT MACKESY                Director                                                  November 11, 1999
------------------------------
D. Scott Mackesy

/s/ STEVEN E. NELSON                Director                                                  November 11, 1999
------------------------------
Steven E. Nelson

/s/ ANDREW M. PAUL                  Director                                                  November 11, 1999
------------------------------
Andrew M. Paul
</TABLE>

                                      II-4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                             CONCENTRA MANAGEMENT SERVICES, INC.


                                             /s/ Daniel J. Thomas
                                             -------------------------------
                                             Daniel J. Thomas
                                             President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Concentra Management Services,
Inc., hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II,
or any of them individually, as attorney-in-fact for the undersigned, with full
power of substitution for, and in the name, place and stead of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act, any and all amendments (including post-effective amendments) and
exhibits to this registration statement on Form S-4 and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                           TITLE                                      DATE
                 ------------                         -------                                    -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                          <C>                                             <C>
/s/ DANIEL J. THOMAS                         President and Director
----------------------------------
Daniel J. Thomas                                                                             November 11, 1999

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                         Vice President, Chief Financial Officer,        November 11, 1999
----------------------------------           Treasurer and Director
Thomas E. Kiraly
</TABLE>

                                      II-5
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                             CONCENTRA PREFERRED SYSTEMS, INC.


                                             /s/ Steven E. Nelson
                                             ---------------------------------
                                             Steven E. Nelson
                                             President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Concentra Preferred Systems,
Inc., hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II,
or any of them individually, as attorney-in-fact for the undersigned, with full
power of substitution for, and in the name, place and stead of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act, any and all amendments (including post-effective amendments) and
exhibits to this registration statement on Form S-4 and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
           SIGNATURE                                TITLE                                           DATE
          ------------                             -------                                         -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                    <C>                                                       <C>
/s/ STEVEN E. NELSON                   President                                                 November 11, 1999
--------------------------------
Steven E. Nelson

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                   Executive Vice President, Chief Financial Officer,        November 11, 1999
--------------------------------       Treasurer and Director
Thomas E. Kiraly

/s/ DANIEL J. THOMAS                   Director                                                  November 11, 1999
--------------------------------
Daniel J. Thomas
</TABLE>
                                      II-6
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                                    PROMPT ASSOCIATES, INC.


                                                    /s/ Daniel J. Thomas
                                                    ---------------------------
                                                    Daniel J. Thomas
                                                    President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Prompt Associates, Inc., hereby
appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any of
them individually, as attorney-in-fact for the undersigned, with full power of
substitution for, and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act,
any and all amendments (including post-effective amendments) and exhibits to
this registration statement on Form S-4 and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                      TITLE                                            DATE
                 ------------                    -------                                          -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                     <C>                                                  <C>
/s/ DANIEL J. THOMAS                    President and Director                               November 11, 1999
-------------------------------
Daniel J. Thomas

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                    Vice President, Chief Financial Officer,             November 11, 1999
--------------------------------
Thomas E. Kiraly                        Treasurer and Director
</TABLE>

                                      II-7
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                                    FIRST NOTICE SYSTEMS, INC.


                                                    /s/ WILLIAM M. FULTON
                                                    ---------------------------
                                                    William M. Fulton
                                                    President

                                POWER OF ATTORNEY

      The undersigned directors and officers of First Notice Systems, Inc.,
hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any
of them individually, as attorney-in-fact for the undersigned, with full power
of substitution for, and in the name, place and stead of the undersigned, to
sign and file with the Securities and Exchange Commission under the Securities
Act, any and all amendments (including post-effective amendments) and exhibits
to this registration statement on Form S-4 and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                 TITLE                            DATE
                 ------------                               -------                          -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                 <C>                                                 <C>
/s/ WILLIAM M. FULTON
-----------------------------
William M. Fulton                   President                                           November 11, 1999

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                Vice President, Chief Financial Officer,
------------------------------
Thomas E. Kiraly                    Treasurer and Director                              November 11, 1999

/s/ DANIEL J. THOMAS                Director                                            November 11, 1999
------------------------------
Daniel J. Thomas
</TABLE>


                                      II-8
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                            FOCUS HEALTHCARE MANAGEMENT, INC.


                                            /s/ THOMAS COX
                                            ----------------------------------
                                            Thomas Cox
                                            President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Focus Healthcare Management,
Inc., hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II,
or any of them individually, as attorney-in-fact for the undersigned, with full
power of substitution for, and in the name, place and stead of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act, any and all amendments (including post-effective amendments) and
exhibits to this registration statement on Form S-4 and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
              SIGNATURE                                      TITLE                             DATE
            ------------                                    -------                           -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                      <C>                                                  <C>
/s/ THOMAS COX
-----------------------------
Thomas Cox                               President                                            November 11, 1999

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                     Vice President, Chief Financial Officer,             November 11, 1999
-----------------------------
Thomas E. Kiraly                         Treasurer and Director

/s/ DANIEL J. THOMAS                     Director                                             November 11, 1999
------------------------------
Daniel J. Thomas
</TABLE>


                                      II-9
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                                    HILLMAN CONSULTING, INC.


                                                    /s/ KATHY HILLMAN
                                                    ---------------------------
                                                    Kathy Hillman
                                                    President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Hillman Consulting, Inc., hereby
appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any of
them individually, as attorney-in-fact for the undersigned, with full power of
substitution for, and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act,
any and all amendments (including post-effective amendments) and exhibits to
this registration statement on Form S-4 and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                    TITLE                          DATE
                 ------------                                  -------                        -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                    <C>                                               <C>
/s/ KATHY HILLMAN                      President                                         November 11, 1999
-----------------------------
Kathy Hillman

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                   Vice President, Chief Financial Officer,          November 11, 1999
------------------------------         Treasurer and Director
Thomas E. Kiraly

/s/ DANIEL J. THOMAS                   Director                                          November 11, 1999
------------------------------
Daniel J. Thomas
</TABLE>

                                     II-10
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                        CRA MANAGED CARE OF WASHINGTON, INC.


                                        /s/ DANIEL J. THOMAS
                                        -------------------------------------
                                        Daniel J. Thomas
                                        President

                                POWER OF ATTORNEY

      The undersigned directors and officers of CRA Managed Care of Washington,
Inc., hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II,
or any of them individually, as attorney-in-fact for the undersigned, with full
power of substitution for, and in the name, place and stead of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act, any and all amendments (including post-effective amendments) and
exhibits to this registration statement on Form S-4 and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                      TITLE                                      DATE
                 ------------                    -------                                    -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                    <C>                                             <C>
/s/ DANIEL J. THOMAS                   President and Director                          November 11, 1999
----------------------------
Daniel J. Thomas

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                   Vice President, Chief Financial Officer,        November 11, 1999
----------------------------           Treasurer and Director
Thomas E. Kiraly
</TABLE>


                                     II-11
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                                    CRA-MCO, INC.


                                                    /s/ DANIEL J. THOMAS
                                                    ---------------------------
                                                    Daniel J. Thomas
                                                    President

                                POWER OF ATTORNEY

      The undersigned directors and officers of CRA-MCO, Inc., hereby appoint
Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any of them
individually, as attorney-in-fact for the undersigned, with full power of
substitution for, and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act,
any and all amendments (including post-effective amendments) and exhibits to
this registration statement on Form S-4 and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                  TITLE                         DATE
                 ------------                                -------                       -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                  <C>                                              <C>
/s/ DANIEL J. THOMAS                 President and Director                           November 11, 1999
-----------------------------
Daniel J. Thomas

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                 Vice President, Chief Financial Officer,         November 11, 1999
-----------------------------        Treasurer and Director
Thomas E. Kiraly
</TABLE>

                                     II-12
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                                    DRUG-FREE CONSORTIUM, INC.


                                                    /s/ Daniel J. Thomas
                                                    ---------------------------
                                                    Daniel J. Thomas
                                                    President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Drug-Free Consortium, Inc.,
hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any
of them individually, as attorney-in-fact for the undersigned, with full power
of substitution for, and in the name, place and stead of the undersigned, to
sign and file with the Securities and Exchange Commission under the Securities
Act, any and all amendments (including post-effective amendments) and exhibits
to this registration statement on Form S-4 and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                     TITLE                                       DATE
                 ------------                   -------                                     -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                     <C>                                               <C>
/s/ DANIEL J. THOMAS                    President and Director                            November 11, 1999
-----------------------------
Daniel J. Thomas

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                    Vice President, Chief Financial Officer,          November 11, 1999
------------------------------          Treasurer and Director
Thomas E. Kiraly
</TABLE>

                                     II-13
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                        CONCENTRA MANAGED CARE SERVICES, INC.


                                        /s/ THOMAS COX
                                        -----------------------------------
                                        Thomas Cox
                                        President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Concentra Managed Care Services,
Inc., hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II,
or any of them individually, as attorney-in-fact for the undersigned, with full
power of substitution for, and in the name, place and stead of the undersigned,
to sign and file with the Securities and Exchange Commission under the
Securities Act, any and all amendments (including post-effective amendments) and
exhibits to this registration statement on Form S-4 and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                  SIGNATURE                                  TITLE                            DATE
                 ------------                                -------                          -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                  <C>                                                 <C>
/s/ THOMAS COX                       President                                           November 11, 1999
-----------------------------
Thomas Cox

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                 Vice President, Chief Financial Officer,            November 11, 1999
------------------------------
Thomas E. Kiraly                     Treasurer and Director

/s/ DANIEL J. THOMAS                 Director                                            November 11, 1999
------------------------------
Daniel J. Thomas
</TABLE>

                                     II-14
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                              CONCENTRA HEALTH SERVICES, INC.


                                              /s/ W. Keith Newton
                                              -------------------------------
                                              W. Keith Newton
                                              President

                                POWER OF ATTORNEY

      The undersigned directors and officers of Concentra Health Services, Inc.,
hereby appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any
of them individually, as attorney-in-fact for the undersigned, with full power
of substitution for, and in the name, place and stead of the undersigned, to
sign and file with the Securities and Exchange Commission under the Securities
Act, any and all amendments (including post-effective amendments) and exhibits
to this registration statement on Form S-4 and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary or desirable, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                  TITLE                         DATE
                 ------------                                -------                       -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                  <C>                                              <C>
/s/ W. KEITH NEWTON                  President
----------------------------
W. Keith Newton                                                                       November 11, 1999

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                 Vice President, Chief Financial Officer,         November 11, 1999
-----------------------------        Treasurer and Director
Thomas E. Kiraly

/s/ DANIEL J. THOMAS                 Director                                         November 11, 1999
-----------------------------
Daniel J. Thomas
</TABLE>

                                     II-15
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                             CONCENTRA MANAGED CARE BUSINESS TRUST
                             By: Concentra Managed Care Services, Inc., Trustee


                             /s/ Thomas Cox
                             ---------------------------------------------------
                             Thomas Cox
                             President

                                POWER OF ATTORNEY

      The undersigned directors and officers of either Concentra Managed Care
Business Trust or Concentra Managed Care Services, Inc., hereby appoint Daniel
J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any of them individually,
as attorney-in-fact for the undersigned, with full power of substitution for,
and in the name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act, any and all
amendments (including post-effective amendments) and exhibits to this
registration statement on Form S-4 and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                    TITLE                                  DATE
                 ------------                                  -------                                -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                    <C>                                                       <C>
/s/ THOMAS COX                         President of Concentra Managed Care Services, Inc.        November 11, 1999
-----------------------------
Thomas Cox

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                   Executive Vice President, Chief Financial Officer,        November 11, 1999
-----------------------------          Treasurer and Director of Concentra Managed
Thomas E. Kiraly                       Care Services, Inc.


/s/ DANIEL J. THOMAS                   Director of Concentra Managed Care Services, Inc.         November 11, 1999
------------------------------
Daniel J. Thomas
</TABLE>

                                     II-16
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                         OCCUCENTERS I, L.P.
                         By: Concentra Managed Care Services, Inc., Trustee


                         /s/ W. Keith Newton
                         -----------------------------------
                         W. Keith Newton
                         President

                                POWER OF ATTORNEY

      The undersigned directors and officers of either OccuCenters I, L.P. or
Concentra Health Services, Inc., hereby appoint Daniel J. Thomas, Thomas E.
Kiraly and Richard A. Parr II, or any of them individually, as attorney-in-fact
for the undersigned, with full power of substitution for, and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act, any and all amendments (including
post-effective amendments) and exhibits to this registration statement on Form
S-4 and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite and necessary or desirable, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                   TITLE                                DATE
                 ------------                                 -------                              -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                   <C>                                                     <C>
/s/ W. KEITH NEWTON
----------------------------
W. Keith Newton                       President of Concentra Health Services, Inc.            November 11, 1999
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                  Executive Vice President, Chief Financial Officer,      November 11, 1999
----------------------------          Treasurer and Director of
Thomas E. Kiraly                      Concentra Health Services, Inc.


/s/ DANIEL J. THOMAS                  Director of Concentra Health Services, Inc.             November 11, 1999
----------------------------
Daniel J. Thomas
</TABLE>


                                     II-17
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, state of
Massachusetts, on November 11, 1999.

                                                    OCI HOLDINGS, INC.


                                                    /s/ DANIEL J. THOMAS
                                                    ---------------------------
                                                    Daniel J. Thomas
                                                    President

                                POWER OF ATTORNEY

      The undersigned directors and officers of OCI Holdings, Inc., hereby
appoint Daniel J. Thomas, Thomas E. Kiraly and Richard A. Parr II, or any of
them individually, as attorney-in-fact for the undersigned, with full power of
substitution for, and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act,
any and all amendments (including post-effective amendments) and exhibits to
this registration statement on Form S-4 and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                   SIGNATURE                                    TITLE                         DATE
                 ------------                                  -------                       -------
PRINCIPAL EXECUTIVE OFFICER:
<S>                                    <C>                                              <C>
/s/ DANIEL J. THOMAS                   President and Director                           November 11, 1999
----------------------------
Daniel J. Thomas

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ THOMAS E. KIRALY                   Vice President, Chief Financial Officer,         November 11, 1999
-----------------------------          Treasurer and Director
Thomas E. Kiraly
</TABLE>

                                     II-18
<PAGE>

                                  EXHIBIT INDEX
   EXHIBIT
   NUMBER                                                       DESCRIPTION
------                                                            -------
  2.1       Agreement and Plan of Merger dated February 24, 1998 among
            Concentra Managed Care, Inc. ("CMC") and Preferred Payment
            Systems, Inc. (incorporated by reference to Exhibit 2.2 to CMC's
            Annual Report on Form 10-K for the year ended December 31, 1997).
  2.2       Agreement and Plan of Merger dated March 2, 1999 between Yankee
            Acquisition Corp. and CMC (incorporated by reference to Exhibit
            2.1 to CMC's Current Report on Form 8-K filed on March 3, 1999).
  2.3       Amended and Restated Agreement and Plan of Merger dated March 24,
            1999 between Yankee Acquisition Corp. and CMC (incorporated by
            reference to Exhibit 2.1 to CMC's Current Report on Form 8-K filed
            on July 14, 1999).
  3.1       Articles of Incorporation of Concentra Operating Corporation "COC").
  3.2       Amended and Restated By-Laws of Concentra Operating Corporation.
  3.3       Articles of Incorporation of Concentra Management Services, Inc.
  3.4       Amended and Restated By-Laws of Concentra Management Services, Inc.
  3.5       Amended and Restated Certificate of Incorporation of Concentra
            Preferred Systems, Inc.
  3.6       Amended and Restated By-Laws of Concentra Preferred Systems, Inc.
  3.7       Amended and Restated Certificate of Incorporation of Prompt
            Associates, Inc.
  3.8       Amended and Restated By-Laws of Prompt Associates, Inc.
  3.9       Amended and Restated Certificate of Incorporation of First Notice
            Systems, Inc.
  3.10      Amended and Restated By-Laws of First Notice Systems, Inc.
  3.11      Amended and Restated Charter of Focus Healthcare Management, Inc.
  3.12      Amended and Restated By-Laws of Focus Healthcare Management, Inc.
  3.13      Amended and Restated Articles of Incorporation of CRA Managed Care
            of Washington, Inc.
  3.14      Amended and Restated By-Laws of CRA Managed Care of Washington, Inc.
  3.15      Articles of Incorporation of CRA-MCO, Inc.
  3.16      Amended and Restated By-Laws of CRA-MCO, Inc.
  3.17      Amended and Restated Articles of Incorporation of Drug-Free
            Consortium, Inc.
  3.18      Amended and Restated By-Laws of Drug-Free Consortium, Inc.
  3.19      Articles of Organization of Concentra Managed Care Services, Inc.
  3.20      Amended and Restated By-Laws of Concentra Managed Care Services,Inc.
  3.21      Amended and Restated Articles of Incorporation of Concentra Health
            Services, Inc.
  3.22      Amended and Restated By-Laws of Concentra Health Services, Inc.
  3.23      Agreement and Declaration of Trust of Concentra Managed Care
            Business Trust.
  3.24      Agreement of Limited Partnership of OccuCenters I, L.P.
  3.25      Amended and Restated Articles of Incorporation of OCI Holdings, Inc.
  3.26      Amended and Restated By-Laws of OCI Holdings, Inc.
  3.27      Amended and Restated Articles of Incorporation of Hillman
            Consulting, Inc.
  3.28      Amended and Restated By-Laws of Hillman Consulting, Inc.
  4.1       Indenture dated as of August 17, 1999 between COC and United States
            Trust Company of New York, as Trustee, relating to the 13%
            Senior Subordinated Notes due 2009.
  4.2       Indenture dated as of August 17, 1999 between CMC and United State
            Trust Company of New York, as Trustee, relating to the 14%
            Senior Discount Debentures due 2010.
  4.3       Indenture dated as of December 24, 1996 between OccuSystems, Inc.
            ("OccuSystems") and United States Trust Company of New York, as
            Trustee, (the "OccuSystems Indenture") relating to the 6%
            Convertible Subordinated Notes due 2001 (incorporated by reference
            to Exhibit 4.1 to OccuSystems' Registration Statement on Form S-3
            filed on January 31, 1997).
  4.4       First Supplemental Indenture dated as of August 29, 1997 between
            OccuSystems, CMC and United States Trust Company of New York, as
            Trustee, relating to the 6% Convertible Subordinated Notes due
            2001 (incorporated by reference to Exhibit 4.2 to CMC's Annual
            Report on Form 10-K for the year ended December 31, 1997).
  4.5       Second Supplemental Indenture dated as of August 17, 1999 between
            CMC and United States Trust Company of New York, as Trustee,
            relating to the 6% Convertible Subordinated Notes due 2001.

                                     II-19
<PAGE>

 EXHIBIT
 NUMBER                                                       DESCRIPTION
----                                                            -------
  4.6       Indenture dated as of March 16, 1998 between CMC and Chase Bank of
            Texas, N.A., as Trustee, (the "Concentra Indenture") relating to
            the 4.5% Convertible Subordinated Notes due 2003 (incorporated by
            reference to Exhibit 4.1 to CMC's Current Report on Form 8-K filed
            on March 30, 1998).
  4.7       First Supplemental Indenture dated as of August 17, 1999 between CMC
            and Chase Bank of Texas, N.A., as Trustee, relating to the
            4.5% Convertible Subordinated Notes due 2003.
  4.8       Warrant Agreement dated as of August 17, 1999 by and among CMC and
            the several persons named on Schedule I thereto.
  4.9       Form of 13% Series B Senior Subordinated Note due 2009 of COC
            (included in Exhibit 4.1).
  4.10      Form of 14% Senior Discount Debenture due 2010 of CMC (included in
            Exhibit 4.2).
  4.11      Form of 6% Convertible Subordinated Note due 2001 of CMC (included
            in Exhibit 4.3).
  4.12      Form of 4.5% Convertible Subordinated Notes due 2003 of CMC
            (included in Exhibit 4.4).
  4.13      Form of Warrant to acquire CMC common stock (included in Exhibit
            4.8).
  4.14      Registration Rights Agreement dated as of August 17, 1999 by and
            among COC, the Guarantors set forth on the signature pages
            thereof, and Donaldson, Lufkin & Jenrette Securities Corporation,
            Chase Securities, Inc., Credit Suisse First Boston Corporation,
            Deutsche Bank Securities, Inc. and Fleet Securities, Inc., as
            initial purchasers.
  4.15      Registration Rights Agreement dated as of August 17, 1999 by and
            among CMC, and the persons named in Schedules I and II thereto.

  *5.1      Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol as to the
            legality of the securities being registered.

  10.1      Purchase Agreement dated August 17, 1999 by and among COC, the
            Guarantors set forth on the signature pages thereof, and Donaldson,
            Lufkin & Jenrette Securities Corporation, Chase Securities, Inc.,
            Credit Suisse First Boston Corporation, Deutsche Bank Securities,
            Inc. and Fleet Securities, Inc., as initial purchasers, relating to
            the issuance and sale of $190,000,000 aggregate principal amount of
            COC's 13% Senior Subordinated Notes due 2009, Series A.
  10.2      Credit Agreement dated as of August 17, 1999 among CMC, COC, the
            Several Lenders from time to time parties thereto, The Chase
            Manhattan Bank, as Administrative Agent, Credit Suisse First
            Boston and Fleet National Bank, as Co-Documentation Agents, and
            DLJ Capital Funding, Inc., as Syndication Agent.
  10.3      Purchase Agreement dated August 17, 1999 by and among CMC and the
            several persons named on Schedule I thereto, relating to the
            issuance and sale of $110,000,000 aggregate face amount of CMC's
            14% Senior Discount Debentures due 2010 and Warrants to acquire
            CMC common stock.
  10.4      Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock
            Purchase Plan.
  10.5      Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan
            (incorporated by reference to Appendix G to the Joint Proxy
            Statement/Prospectus forming a part of CMC's Registration
            Statement on Form S-4 filed on July 31, 1997).
  10.6      CRA Managed Care, Inc. ("CRA") 1994 Non-Qualified Stock Option
            Plan for Non-Employee Directors (incorporated by reference to
            Exhibit 10.3 to CRA's Registration Statement on Form S-1 filed on
            March 17, 1995).
  10.7      CRA Managed Care, Inc. 1994 Non-Qualified Time Acceleration
            Restricted Stock Option Plan (incorporated by reference to Exhibit
            10.5 to CRA's Registration Statement on Form S-1 filed on March
            17, 1995).
  10.8      OccuSystems, Inc. 1995 Long-Term Incentive Plan (incorporated by
            reference to Exhibit 10.10 to OccuSystems' Registration
            Statement on Form S-1 filed on May 8, 1995).
  10.9      First Amended and Restated OccuSystems, Inc. and its Subsidiaries
            and Affiliates Stock Option and Restricted Stock Purchase Plan
            dated April 28, 1992 (incorporated by reference to Exhibit 10.11
            to OccuSystems' Registration Statement on Form S-1 filed on May 8,
            1995).
  10.10     Employment Agreement dated as of August 17, 1999 between CMC and
            W. Tom Fogarty.
  10.11     Employment Agreement dated as of August 17, 1999 between CMC and
            James M. Greenwood.
  10.12     Employment Agreement dated as of August 17, 1999 between CMC and
            Richard A. Parr II.
  10.13     Employment Agreement dated as of August 17, 1999 between CMC and
            Daniel J. Thomas.


                                     II-20
<PAGE>

 EXHIBIT
 NUMBER                                                       DESCRIPTION
----                                                            -------
  10.14     Employment Agreement dated as of August 17, 1999 between CMC and
            Thomas E. Kiraly.
  10.15     Indemnification Agreement dated as of September 17, 1997, between
            CMC and Daniel J. Thomas (identical agreements were executed
            between CMC and each of the following: Joseph F. Pesce, Richard A.
            Parr II, James M. Greenwood, W. Tom Fogarty, Kenneth Loffredo,
            Mitchell T. Rabkin, George H. Conrades, Robert A. Ortenzio, Lois
            E. Silverman, Paul B. Queally, John K. Carlyle) (incorporated by
            reference to Exhibit 10.17 to CMC's Annual Report on Form 10-K for
            the year ended December 31, 1997).
  10.16     Indemnification Agreement dated as of May 13, 1998 between CMC and
            Hon. Willis D. Gradison, Jr. (identical agreements executed
            between CMC and Stephen Read (dated December 16, 1997), Richard D.
            Rehm, M.D. (dated May 13, 1998), Eliseo Ruiz III (dated May 11,
            1998), Scott Henault (dated September 17, 1997), Darla Walls
            (dated December 16, 1997), Jeffrey R. Luber (dated December 16,
            1997) and Martha Kuppens (dated December 16, 1997)) (incorporated
            by reference to Exhibit 10.3 to CMC's Quarterly Report on Form
            10-Q for the quarter ended June 30, 1998).
  10.17     Software License Agreement dated as of February 10, 1995 between
            CRA and CompReview, Inc. (confidential treatment granted)
            (incorporated by reference to CRA's Registration Statement on Form
            S-1 filed on March 17, 1995).
  10.18     Occupational Medicine Center Management and Consulting Agreement
            dated as of December 31, 1993, between Concentra Health Services,
            Inc. (formerly OccuCenters, Inc.) ("CHS") and Occupational Health
            Centers of Southwest, P.A., a Texas professional association
            (incorporated by reference to Exhibit 10.6 to OccuSystems' Annual
            Report on Form 10-K for the year ended December 31, 1995).
  10.19     Occupational Medicine Center Management and Consulting Agreement
            dated as of December 31, 1993, between CHS and Occupational Health
            Centers of Southwest, P.A., a Arizona professional association
            (incorporated by reference to Exhibit 10.7 to OccuSystems' Annual
            Report on Form 10-K for the year ended December 31, 1995).
  10.20     Occupational Medicine Center Management and Consulting Agreement
            dated as of December 31, 1993, between CHS and Occupational Health
            Centers of New Jersey, a New Jersey professional association
            (incorporated by reference to Exhibit 10.8 to OccuSystems'
            Registration Statement on Form S-1 filed on March 28, 1996).
  10.21     Stockholders Agreement dated as of August 17, 1999 by and among CMC
            and the several persons named in Schedules I and II thereto.
  10.22     Registration Rights Agreement dated as of August 17, 1999 by and
            among CMC and the several persons named in Schedules I and II
            thereto.
  *12.1     Statements re Computation of Ratios.
   21.1     Subsidiaries of COC.
  *23.1     Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
            in Exhibit 5.1).
   23.2     Consent of Arthur Andersen LLP.
   24.1     Powers of Attorney (included in the signature page of the
            Registration Statement).
   25.1     Statement on Form T-1 of Eligibility of Trustee.
   27.1     Financial Data Schedule.
   99.1     Form of Letter of Transmittal.
   99.2     Form of Notice of Guaranteed Delivery.
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  *         To be filed by amendment.

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