<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
PARACELSUS HEALTHCARE CORPORATION
(Name of Issuer)
Common Stock, No Stated Value
(Title of Class of Securities)
15850B
(CUSIP Number)
Dr. Heiner Meyer zu Losebeck
Park-Hospital GmbH
Am Natruper Holz 69
D-49076 Osnabruck
Federal Republic of Germany
011-49-541-966 4007
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 1997 (date of perfection of assignment to PKD) and August
30, 1997 (final date of acceptance of co-executors' appointment)
(Date of Event Which Requires
Filing of this Statement)
Copy to:
Wilfried E. Witthuhn
King & Spalding
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on Following Pages)
(Page 1 of 3 Pages)
<PAGE> 2
Item 3. Source and Amount of Funds or Other Consideration.
Professor Dr. Hartmut Krukemeyer ("Professor Krukemeyer") built a chain
of hospitals under the "Paracelsus" name in Europe. Professor Krukemeyer was
the sole owner of Park and the capital stock of Paracelsus until his death on
May 21, 1994. Pursuant to the Last Wills and Testaments of Professor Krukemeyer
(the "Wills") his sole heir was his son, Dr. Manfred Georg Krukemeyer ("Dr.
Krukemeyer"). Upon Professor Krukemeyer's death, Park and the capital stock of
Paracelsus became part of the estate of Professor Krukemeyer, which was
beneficially owned by Dr. Krukemeyer subject to the powers of any co-executors
appointed in accordance with the Wills and German law. Effective as of December
31, 1995, Park acquired 100% of the capital stock of Paracelsus from Dr.
Krukemeyer.
Pursuant to an Amended and Restated Agreement and Plan of Merger dated as
of May 29, 1996, by and among the Issuer, Champion Healthcare Corporation and PC
Merger Sub. Inc. (the "Merger"), Park became the beneficial owner of 29,771,742
shares of the common stock of Paracelsus (the "Paracelsus Shares").
On August 25, 1997, Dr. Meyer zu Losebeck and Mr. Frommhold (each a
"Co-executor," and together, the "Co-executors") were appointed Co-executors of
Professor Krukemeyer's estate pursuant to the Wills. The appointment was
accepted on August 29 and August 30, 1997, respectively, and became uncontested
at the end of September 1997, when appeals filed against the appointment were
withdrawn. The Co-executors currently share indirect voting power and
investment power over the Paracelsus Shares held by Park with the managing
directors of PKD and Park.
On August 30, 1997, the holdings of Professor Krukemeyer's estate were
reorganized and its entire interest in Park (as well as all the other business
operations comprising the estate of Professor Krukemeyer pursuant to the Wills)
was contributed to PKD. Subject to the deletion of the trade register entries
reflecting Dr. Krukemeyer's holdings prior to the reorganization, the
reorganization was completed on November 7, 1997, when PKD was entered into the
local trade register. As a result of the reorganization, Dr. Krukemeyer has a
99.93% ownership interest in PKD, subject to the powers of the Co-executors;
the remainder is held by a wholly owned subsidiary of PKD.
As a result of the formation of PKD and the qualification under local law
of the Co-executors, PKD and the Co-executors may be deemed to be beneficial
owners of the Paracelsus Shares together with Park.
(Page 2 of 3 Pages)
<PAGE> 3
SIGNATURES
After reasonable inquiry and to each signatory's best knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
PARK-HOSPITAL GmbH
By: /s/ Armin Sulberg
--------------------------------
Armin Sulberg
PARACELSUS-KLINIKEN-DEUTSCHLAND GmbH
By: /s/ Armin Sulberg
--------------------------------
Armin Sulberg
/s/ Dr. Heiner Meyer zu Losebeck
-------------------------------------------
Dr. Heiner Meyer zu Losebeck
/s/ Peter Frommhold
-------------------------------------------
Peter Frommhold
Dated: December 29, 1997
(Page 3 of 3 Pages)
