<PAGE> 1
COMMISSION FILE NO. 0-11851
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
PURSUANT TO SECTION 12(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHAMPION HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 59-2283872
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
515 W. Greens Road, Suite 800
Houston, Texas 77067
(Address of principal executive offices) (Zip Code)
Securities to be withdrawn pursuant to Section 12(d) of the Act:
Name of each Exchange on which
Title of each class to be so withdrawn class is to be withdrawn
Common Stock, American Stock Exchange
par value $.01
per share
<PAGE>
<PAGE> 2
The $.01 par value common stock of Champion Healthcare
Corporation, a Delaware corporation (the "Registrant"), has been
listed for trading on the American Stock Exchange and, pursuant to a
Registration Statement on Form 8-A which became effective on July 19, 1996,
the New York Stock Exchange. Trading in the Registrant's common stock on
the New York Stock Exchange commenced at the opening of business on July
23, 1996 and concurrently therewith such stock was suspended from trading
on the American Stock Exchange.
The Registrant has complied with Rule 18 of the American Stock
Exchange by filing with such Exchange a certified copy of preambles and
resolutions adopted by the Registrant's Board of Directors authorizing the
withdrawal of its common stock from listing on the American Stock Exchange
and by setting forth in detail to such Exchange the reasons for such
proposed withdrawal, and the facts in support thereof. In making the
decision to withdraw its common stock from listing on the American Stock
Exchange, the Registrant considered such factors, among others, as
broadening the stockholder base, increasing the visibility of the
Registrant, increasing the volume of shares traded and the requests made by
certain of the Registrant's significant stockholders.
A certified copy of the preambles and resolutions adopted by
Registrant's Board of Directors in connection with the withdrawal from
listing of Registrant's common stock on the American Stock Exchange is set
forth as Exhibit 99.1 to this Application.
<PAGE>
<PAGE> 3
The American Stock Exchange has informed the Registrant that it
has no objection to the withdrawal of the Registrant's common stock from
listing on the American Stock Exchange. A copy of the letter of the
American Stock Exchange to that effect is set forth as Exhibit 99.2 to this
application.
This application relates solely to the withdrawal from listing
of the Registrant's common stock from the American Stock exchange and shall
have no effect upon the continued listing of such common stock on the New
York Stock Exchange.
By reason of Section 12(b) of the Securities Exchange Act of
1934 and the rules and regulations of the Securities and Exchange
Commission thereunder, the Registrant shall continue to be obligated to
file reports under Section 13 of the Act with the Securities and Exchange
Commission and the New York Stock Exchange.
<PAGE>
<PAGE> 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Application to be
signed on its behalf by the undersigned thereunto duly authorized.
DATED: July 24, 1996 CHAMPION HEALTHCARE CORPORATION
By: /s/ Lawrence Humphrey
Lawrence Humphrey
Senior Vice President-
Corporate Finance
<PAGE>
<PAGE> 5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Resolutions of the Board of Directors of Champion
Healthcare Corporation
99.2 Letter, dated July 22, 1996, from the American Stock
Exchange, Inc. to Wayne M. Whitaker
<PAGE> 1
Exhibit 99.1
RESOLUTIONS ADOPTED BY THE UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF CHAMPION HEALTHCARE CORPORATION
Listing on the New York Stock Exchange
WHEREAS, the Company's common stock, $0.01 par value (the "Common
Stock") is currently listed and trading on the American Stock Exchange
("AMEX");
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company to list the Common Stock and cause
it to be admitted to trading on the New York Stock Exchange ("NYSE")
because, among other reasons, such a listing should broaden the stockholder
base, increase the visibility of the Company, increase the volume of shares
traded and be in furtherance of requests made by certain of the Company's
significant stockholders;
NOW, THEREFORE, BE IT RESOLVED, that all officers of the Company be
and each hereby is authorized and directed to take, or cause to be taken,
all actions necessary or advisable to effect the listing and trading of the
Common Stock on NYSE, including the preparation, execution and filing of
all necessary applications, documents, forms and agreements with NYSE and
the Securities and Exchange Commission (the "SEC"), the payment by the
Company of filing, listing or application fees, the preparation of
temporary and permanent certificates for the Common Stock, and the
appearance of any such officer before NYSE officials;
RESOLVED FURTHER, that, in order to avoid the direct and indirect
costs and the division of the market resulting from dual listing on the
AMEX and NYSE, all officers of the Company be and each hereby is authorized
and directed to take or cause to be taken all actions necessary or
advisable to delist and suspend the trading of the Common Stock on the AMEX
upon the admission of the Common Stock to trading on NYSE, including the
preparation, execution and delivery of applications, documents, forms and
agreements with the AMEX and the SEC.
RESOLVED FURTHER, that the transfer agent and registrar for the
Common Stock continue to be Chase Mellon Shareholder Services, L.L.C.
RESOLVED FURTHER, that all officers of the Company be and each hereby
is authorized from time to time to do, or cause to be done, all such other
acts and things and to execute and deliver all such instruments and
documents, as each such officer shall deem necessary or appropriate to
cause the Company to become listed and admitted to trading on NYSE and,
upon such admission to trading, to
<PAGE>
<PAGE> 2
cause the Company to be delisted on the AMEX and otherwise to carry out the
purpose and intent of the foregoing resolutions.
RESOLVED FURTHER, that all actions taken and expenses incurred by any
officer or director heretofore in furtherance of any of the actions
authorized by the foregoing resolutions hereby are expressly ratified,
confirmed, adopted and approved.
<PAGE> 1
Exhibit 99.2
86 Trinity Place
New York, New York 10006-1881
Tel: 212 306-1482
Fax: 212 306-2045
Michael S. Emen
Vice President & Counsel - Securities
Legal & Regulatory Policy Division
American Stock Exchange
July 22, 1996
Wayne M. Whitaker, Esq.
Michener, Larimore, Swindle, Whitaker,
Flowers, Sawyer, Reynolds & Chalk, L.L.P.
3500 City Center Tower II
301 Commerce Street
Fort Worth, TX 76102-4135
Re: CHAMPION HEALTHCARE CORPORATION
Dear Mr. Whitaker:
We have reviewed a copy of the resolution adopted by the Company's Board of
Directors on July 9, 1996 which authorizes the withdrawal of the Company's
Common Stock from listing and registration. On the basis of that resolution,
we have determined not to interpose an objection to your filing an
application with the Securities and Exchange Commission to remove the issue
from listing on the Amex. As provided by Rule 12d2-2, a copy of this
application should be sent to the Exchange to the attention of Charles W.
Stevens.
We also wish to advise that in view of the Company's pending listing on the
New York Stock Exchange, we will not require the Company to give its
stockholders prior notice of its intention to file such an application.
Should you have any further questions regarding this matter, please do not
hesitate to contact Mr. Stevens at (212) 306-1480.
Sincerely,
/s/ Michael S. Emen
MSE/rg
FEDERAL EXPRESS
