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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Ramsay Health Care, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
751582206
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(CUSIP Number)
Thomas M. Haythe, Esq.
Haythe & Curley
237 Park Avenue
New York, New York 10017
(212) 880-6000
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(Name, Address and Telephone Number of Person Authorized
to Received Notices and Communications)
October 12, 1995
(Date of Event which Requires Filing of this Amendment)
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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 ("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).
(Page 1 of 8 Pages)
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Schedule 13D
CUSIP No. 751582206 Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Ramsay Holdings Pty. Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Australia
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
3,104,758
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,104,758
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,104,758
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
14. TYPE OF REPORTING PERSON
CO
(Page 2 of 8 Pages)
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Schedule 13D
CUSIP No. 751582206 Page 3 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ramsay Holdings HSA Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
2,117,065
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,117,065
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,117,065
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
14. TYPE OF REPORTING PERSON
CO
(Page 3 of 8 Pages)
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Schedule 13D
CUSIP No. 751582206 Page 4 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Ramsay
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Australian
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 313,825
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
3,104,758
9. SOLE DISPOSITIVE POWER
313,825
10. SHARED DISPOSITIVE POWER
3,104,758
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,418,583
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.1%
14. TYPE OF REPORTING PERSON
IN
(Page 4 of 8 Pages)
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Schedule 13D
CUSIP No. 751582206 Page 5 of 8 Pages
NOTE: This Amendment No. 9 ("Amendment No. 9") supplements and amends
Items 3, 4 and 5 of Amendment No. 8 dated June 12, 1995 ("Amendment No. 8") to
the Statement on Schedule 13D dated September 4, 1987 (the "Statement") filed
with respect to the equity securities of Ramsay Health Care, Inc., a Delaware
corporation ("RHCI"). Information contained in Amendment No. 8 which is not
amended hereby is not restated herein. Terms used herein which are defined in
Amendment No. 8 and not defined herein shall have the same meanings ascribed to
them in Amendment No. 8.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended by adding the following at the end thereof:
Pursuant to an Amended and Restated Stock Purchase Agreement dated as
of October 12, 1995 (the "Stock Purchase Agreement") by and among Paul Ramsay
Holdings Pty. Limited, an Australian corporation ("Holdings"), RHCI and Ramsay
Health Care Pty. Limited, an Australian corporation and affiliate of Ramsay
Holdings (the "Manager"), Holdings purchased 154,500 shares of Common Stock (the
"First Shares") for an aggregate purchase price of $560,062.50, consisting of
$1,545.00 in cash and $558,517.50 as a prepayment by RHCI of certain management
fees and other amounts to be paid to the Manager during RHCI's current fiscal
year pursuant to that certain Amended and Restated Management Agreement dated as
of June 25, 1992 between RHCI and the Manager.
In addition, pursuant to the Stock Purchase Agreement, Holdings is
obligated to purchase, subject to certain conditions, an additional 121,363
shares of Common Stock (the "Second Shares" and, together with the First Shares,
the "Purchase Shares") for $439,940.88 in cash on October 30, 1995.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by adding the following at the end thereof:
Holdings acquired and will acquire the Purchase Shares for the purpose
of investment.
(a) Holdings intends to purchase the Second Shares on October 30, 1995
pursuant to the Stock Purchase Agreement as set forth in Item 3 above.
Holdings intends to continue to review its investment in RHCI.
Depending upon future evaluations of the business prospects of RHCI and upon
other developments, including, but not limited to, general economic and business
(Page 5 of 8 Pages)
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Schedule 13D
CUSIP No. 751582206 Page 6 of 8 Pages
conditions and money market and stock market conditions, Holdings may determine
to increase or decrease its investment in RHCI by acquiring additional Common
Stock or other equity securities of RHCI.
(b) - (j) None.
Item 5. Interest in Securities of Issuer
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Item 5 is hereby amended by adding the following at the end thereof:
(a) As of the close of business on October 12, 1995, (i) Ramsay
beneficially owned, for purposes of Rule 13d-3 under the Act, 3,418,583 shares
of Common Stock, constituting, to the best knowledge of Ramsay, approximately
35.1% of the Common Stock (such amount consists of (x) 1,750 shares of Common
Stock owned directly by Ramsay, (y) 312,075 shares of Common Stock issuable upon
the exercise of currently exercisable options to purchase shares of Common Stock
granted to Ramsay pursuant to RHCI's 1990 and 1991 Stock Option Plans and (z)
3,104,758 shares of Common Stock beneficially owned by Holdings), (ii) Holdings
beneficially owned, for purposes of Rule 13d-3 under the Act, 3,104,758 shares
of Common Stock constituting, to the best knowledge of Holdings, approximately
32.9% of the Common Stock (such amount consists of (w) 154,500 shares of Common
Stock owned directly by Holdings, (x) 121,363 shares of Common Stock to be
purchased, subject to certain conditions, by Holdings on October 30, 1995
pursuant to the Stock Purchase Agreement, (y) 1,679,898 shares of Common Stock
owned directly by Ramsay Holdings HSA Limited, an Australian corporation and
affiliate of Holdings ("RHL") and (z) 1,424,860 shares of Common Stock issuable
upon conversion of 71,183 shares of Series C Preferred owned directly by
Holdings and 71,303 shares of Series C Preferred owned directly by RHL) and
(iii) RHL beneficially owned, for purposes of Rule 13d-3 under the Act,
2,117,065 shares of Common Stock constituting, to the best knowledge of RHL,
approximately 24.3% of the Common Stock (such amount includes 713,030 shares of
Common Stock issuable upon conversion of 71,303 shares of Series C Preferred
owned directly by RHL). Ramsay, Holdings and RHL constitute a "group" within
the meaning of Section 13(d)(3) under the Act. Each of the members of the group
disclaims beneficial ownership or the shares of Common Stock which were not
owned directly by such person.
(b) Except as set forth in Item 6 of this Statement (i) Ramsay has
sole power to vote or direct the voting and to dispose or direct the disposition
of 1,750 shares of Common Stock and has shared power to vote or to direct the
voting and to dispose or direct the disposition of 1,679,898 shares of Common
Stock and 142,486 shares of
(Page 6 of 8 Pages)
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Schedule 13D
CUSIP No. 751582206 Page 7 of 8 Pages
Series C Preferred, (ii) Holdings has shared power to vote or to direct the
voting and to dispose or direct the disposition of 1,679,898 shares of Common
Stock and 142,486 shares of Series C Preferred Stock and (iii) RHL has shared
power to vote or to direct the voting and to dispose or direct the disposition
of 1,404,035 shares of Common Stock and 71,303 shares of Series C Preferred
Stock.
(c) In addition to Item 3 of this Statement, on August 29, 1995 the
Board of Directors of RHCI approved the grant of 1,750 shares of Common Stock,
together with options to purchase an additional 1,750 shares of Common Stock, to
each of RHCI's non-employee Directors, including Ramsay, in partial
consideration of such Directors' services during RHCI's 1996 fiscal year.
Except for the foregoing, during the past 60 days neither Ramsay, Holdings nor
RHL has effected any transaction in the Common Stock.
(d) Not applicable.
(e) Not applicable.
(Page 7 of 8 Pages)
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Schedule 13D
CUSIP No. 751582206 Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: October 25, 1995
PAUL J. RAMSAY
By: /s/ Thomas M. Haythe
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Thomas M. Haythe
Attorney-in-Fact
PAUL RAMSAY HOLDINGS PTY. LIMITED
By: /s/ Thomas M. Haythe
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Thomas M. Haythe
Attorney-in-Fact
RAMSAY HOLDINGS HSA LIMITED
By: /s/ Thomas M. Haythe
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Thomas M. Haythe
Attorney-in-Fact
(Page 8 of 8 Pages)
