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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. 8)
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
-------------------------
(Name, Address and Telephone Number of Person Authorized
to Received Notices and Communications)
June 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).
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Schedule 13D
CUSIP No. 751582206
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
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
New South Wales, Australia
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
2,828,895
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,828,895
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,828,895
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.2%
14. TYPE OF REPORTING PERSON
CO
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Schedule 13D
CUSIP No. 751582206
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)
27.1%
14. TYPE OF REPORTING PERSON
CO
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Schedule 13D
CUSIP No. 751582206
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
00 (Grant of Stock Options by Issuer)
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 312,075
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
2,828,895
9. SOLE DISPOSITIVE POWER
312,075
10. SHARED DISPOSITIVE POWER
2,828,895
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,140,970
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.7%
14. TYPE OF REPORTING PERSON
IN
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Schedule 13D
CUSIP No. 751582206
NOTE: This Amendment No. 8 ("Amendment No. 8") amends and restates
Items 1, 2, 3, 4, 5, 6 and 7 of Amendment No. 7 dated July 9, 1993 ("Amendment
No. 7") 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"). This Amendment is being filed to reflect
adjustments in the number of shares of Common Stock (as hereinafter defined)
issuable upon exercise of certain presently exercisable stock options granted to
directors of Ramsay Health Care, Inc., a Delaware corporation ("RHCI"). This
Amendment No. 8 is being restated in order to comply with Rule 101 of Regulation
S-T.
Item 1. Security and Issuer.
-------------------
The title of the class of equity securities to which the Statement
relates is the common stock, $.01 par value (the "Common Stock"), of RHCI. The
principal executive offices of RHCI are located at One Poydras Plaza, 639 Loyola
Avenue, Suite 1700, New Orleans, Louisiana 70113.
Item 2. Identity and Background.
-----------------------
This Amendment No. 8 is being filed by (a) Ramsay Holdings HSA
Limited, an international business company organized under the laws of Barbados
("RHL"), which is indirectly owned by Paul Ramsay Holdings Pty. Limited, a
company of limited liability organized under the laws of New South Wales,
Australia ("Holdings"), of which the ultimate controlling person is Paul J.
Ramsay ("Ramsay"), (b) Holdings and (c) Ramsay.
The principal business of RHL is the ownership of voting securities of
RHCI. The principal business offices of RHL are located at c/o The Corporate
Secretary Limited, Alleyne House, White Park Road, P.O. Box 806, East
Bridgetown, Barbados.
The principal business of Holdings is the provision of services to
hospitals and real estate development companies. The principal business offices
of Holdings are located at 154 Pacific Highway, 7th Floor, Greenwich, New South
Wales 2065, Australia.
The principal office of Ramsay is 154 Pacific Highway, 7th Floor,
Greenwich, New South Wales 2065, Australia.
During the last five years, none of RHL, Holdings or Ramsay have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor was it or he, as applicable, a party to a civil proceeding
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Schedule 13D
CUSIP No. 751582206
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgement, decree or final order
enjoining further violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
Addendum A attached hereto and made a part hereof sets forth
additional information regarding (i) the executive officers and Directors of RHL
and Holdings, (ii) the persons controlling RHL and Holdings and (iii) Ramsay,
who ultimately controls Holdings and RHL.
Item 3. Source and Amount of Funds or Other Consideration.
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On June 12, 1995 the Board of Directors of RHCI effected adjustments
in the exercise price and number of shares of Common Stock available upon
exercise of options to purchase Common Stock granted to Directors of RHCI
(including Ramsay) on or prior to the Distribution Date (as hereinafter defined)
under each of RHCI's 1990, 1991 and 1993 Stock Option Plans.
The adjustments were undertaken by RHCI to preserve the aggregate
"spread" (if any) under such options and to reflect the reduction in the fair
market value of shares of Common Stock as a result of the distribution by RHCI
of all of the common stock, $.01 par value, of Ramsay Managed Care, Inc. (the
"RMCI Common Stock") owned by RHCI to the holders of (i) Common Stock, (ii) the
Class A Convertible Preferred Stock, $1.00 par value, of RHCI (the "Ramsay A
Preferred Stock") and (iii) the Class B Convertible Preferred Stock, Series C,
$1.00 par value, of RHCI (the "Series C Preferred Stock;" and collectively with
the Ramsay A Preferred Stock, the "Ramsay Preferred Stock"), all on a pro rata
basis and calculated on a basis as if all outstanding shares of Ramsay Preferred
Stock were converted into shares of Common Stock immediately prior to the record
date for such distribution (such distribution of RMCI Common Stock is
hereinafter referred to as the "Distribution").
The adjustments were as follows: (A) the number of shares of Common
Stock which may be purchased upon exercise of each stock option was adjusted to
equal the number of shares (rounded down to the nearest whole share) equal to
the product of (i) the number of shares of Common Stock subject to such stock
option immediately prior to the Distribution multiplied by (ii) a fraction, the
numerator of which is the average closing price for Common Stock as quoted on
the NASDAQ National Market System (the "NNM") for the ten consecutive trading
days preceding April 24, 1995
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Schedule 13D
CUSIP No. 751582206
(the "Distribution Date") (the "Pre-Distribution Market Price"), and the
denominator of which is the average closing price for Common Stock as quoted on
the NNM for the ten consecutive trading days following the Distribution Date
(the "Post-Distribution Market Price"), (B) the per share exercise price of each
stock option was adjusted to equal an amount (rounded down to the nearest whole
cent) equal to the product of (i) the exercise price of such stock option
immediately prior to the Distribution multiplied by (ii) a fraction (the
"Adjustment Fraction"), the numerator of which is the Post-Distribution Market
Price and the denominator of which is the Pre-Distribution Market Price and (C)
the accelerated vesting provisions of the stock options granted to Ramsay on
June 8, 1992 were adjusted to provide that such options to purchase shares of
Common Stock shall be exercisable as to 50% of the number of shares covered
thereby commencing on and after March 3, 1995 provided that at the time of
exercise the closing price for the Common Stock as quoted on the NNM shall have
equalled or exceeded the product of $9.00 multiplied by the Adjustment Fraction
on at least twenty (20) trading days, which need not be consecutive, subsequent
to March 3, 1995, and shall be exercisable as to the balance of the shares
covered thereby on and after March 3, 1995 provided that at the time of exercise
the closing price for the Common Stock as quoted on the NNM shall have equalled
or exceeded the product of $9.00 multiplied by the Adjustment Fraction on at
least forty (40) trading days, which need not be consecutive, subsequent to
March 3, 1995.
Pursuant to the foregoing adjustments, Ramsay is entitled to receive
an aggregate of 62,075 additional shares of Common Stock upon exercise of
currently exercisable stock options.
Item 4. Purpose of Transaction.
----------------------
The transaction was undertaken by the Board of Directors of RHCI to
preserve the aggregate "spread" (if any) under outstanding options granted under
RHCI's 1990, 1991 and 1993 Stock Option Plans and to reflect the reduction in
the fair market value of shares of Common Stock available upon exercise of such
options as a result of the Distribution.
Ramsay, RHL and Holdings intend to continue to review their investment
in RHCI. Depending upon future evaluations or the business prospects of RHCI
and upon other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Ramsay, RHL
and Holdings may determine to increase or decrease their investment in RHCI by
acquiring
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Schedule 13D
CUSIP No. 751582206
or disposing of additional Common Stock or other equity securities of RHCI.
Item 5. Interest in Securities of Issuer.
--------------------------------
(a) As of the close of business on June 12, 1995, (i) Ramsay
beneficially owned, for purposes of Rule 13d-3 under the Act, 3,140,970 shares
of Common Stock, constituting, to the best knowledge of Ramsay, approximately
38.7% of the Common Stock (such amount includes (x) 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 (y) 2,828,895 shares of Common Stock beneficially owned by
Holdings), (ii) Holdings beneficially owned, for purposes of Rule 13d-3 under
the Act, 2,828,895 shares of Common Stock constituting, to the best knowledge of
Holdings, approximately 36.2% of the Common Stock (such amount includes (x)
1,404,035 shares of Common Stock owned directly by RHL and (y) 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 27.1% 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.
The Common Stock presently held by each of Ramsay, RHL and Holdings
was acquired in the following manner:
In connection with a Purchase Agreement dated as of September 4, 1987
(the "Purchase Agreement") by and among Healthcare Services of America, Inc., a
Delaware corporation and predecessor to RHCI ("HSA"), Ramsay Corporation, a
Delaware corporation ("Ramsay Corporation") and Ramsay, which Purchase Agreement
was previously filed as Exhibit A to Schedule 13D dated September 4, 1987 and is
incorporated herein by reference and is filed as Exhibit 99.1 to this Amendment
No. 8, as modified by a Supplement to Purchase Agreement dated as of October 30,
1987 (the "Supplement") by and among HSA, Ramsay Corporation and Ramsay, which
Supplement was previously filed as Exhibit B to Schedule 13D dated September 4,
1987 and is incorporated herein by reference and is filed as Exhibit 99.2 to
this Amendment No. 8, Ramsay Corporation entered into the following option
agreements (the "Option Agreements") for the purchase of
<PAGE>
Schedule 13D
CUSIP No. 751582206
shares (the "Option Shares") of capital stock of HSA: (i) Option Agreement dated
as of September 4, 1987 by and between the Company and Charles A. Speir (the
"Speir Option Agreement") for purchase by Ramsay Corporation of 713,118 shares
of common stock, $1.00 par value (the "Old Common Stock"), of HSA, which Speir
Option Agreement is filed as Exhibit C to the Purchase Agreement; (ii) Option
Agreement dated as of September 4, 1987 by and between Ramsay Corporation and
Security Pacific Capital Corporation (the "Security Pacific Option Agreement")
for the purchase by Ramsay Corporation of 143,441 shares of Class A Convertible
Preferred Stock $1.00 par value (the "Class A Stock"), of HSA, which Security
Pacific Option Agreement is filed as Exhibit D to the Purchase Agreement; and
(iii) Option Agreement dated as of September 4, 1987 by and between Ramsay
Corporation and First Small Business Investment Company of California (The
"FSBIC Option Agreement") for the purchase by Ramsay Corporation of 143,441
shares of Class A Stock (collectively, the "Class A Shares"), which FSBIC Option
Agreement is filed as Exhibit E to the Purchase Agreement. These Option
Agreements entitled Ramsay Corporation to purchase the Option Shares for $4.00
per share during the period commencing on January 1, 1988 and ending on December
31, 1988. Each share of Class A Stock is convertible into one share of Old
Common Stock. The funds for the acquisition of the Option Shares were to be
provided from affiliate funds and/or borrowed funds. Pursuant to the Purchase
Agreement and the Supplement, Ramsay Corporation also acquired (i) 1,000,000
shares (the "Preferred Shares") of Class B Preferred Stock, $1.00 par value (the
"Class B Preferred Stock"), of HSA, (ii) 3,952,381 shares (the "Old Common
Shares" and, together with the Preferred Shares, the "1987 Shares") of Old
Common Stock, (iii) a $5,000,000 principal amount 13% Subordinated Promissory
Note of HSA (the "13% Note") and (iv) a $2,500,000 principal amount 10%
Subordinated Convertible Promissory Note of HSA (the "10% Note"). The purchase
price for the Preferred Shares was $2,500,000, the purchase price for the Old
Common Shares was $12,450,000, the purchase price for the 13% Note was
$5,000,000 and the purchase price for the 10% Note was $2,500,000. The
designations, preferences and rights of the Class B Preferred Stock are filed as
Exhibit F to the Supplement. Each share of Class B Stock was immediately
convertible into one-half share of Old Common Stock. The terms of the 13% Note
are set forth in the form of the 13% Note filed as Exhibit D to the Supplement
and the terms of the 10% Note are set forth in the form of the 10% Note filed as
Exhibit E to the Supplement. The 10% Note was immediately convertible into
793,650 shares of Old Common Stock. Pursuant to a Loan Payment & Direction to
Pay between Holdings, Elders Finance & Investment Co. Limited ("Elders Finance")
and Ramsay Corporation, which Loan Agreement and Direction to Pay was previously
filed as Exhibit C to Schedule 13D dated September 4, 1987 and is incorporated
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Schedule 13D
CUSIP No. 751582206
herein by reference and is filed as Exhibit 99.3 to this Amendment No. 8, the
funds for the acquisition of the 1987 Shares, the 13% Note and the 10% Note were
provided, in part, from a $16,000,000 loan from Elders Finance (the "Elders
Loan"). The remainder of such funds were provided to the Company as a capital
contribution by Ramsay Hospitals Limited, an international business company
organized under the laws of Barbados which is controlled by Holdings
("Hospitals").
In connection with the Elders Loan, Ramsay Corporation entered into an
option agreement (the "Elders Option Agreement") with Elders Finance, which
Elders Option Agreement was previously filed as Exhibit D to Schedule 13D dated
September 4, 1987 and is incorporated herein by reference and is filed as
Exhibit 99.4 to this Amendment No. 8 whereby Ramsay Corporation granted to
Elders Securities an option to purchase 500,000 shares of Old Common Stock at an
exercise price of $3.15 per share. The Elders Option Agreement terminated upon
the discharge of the Elders Loan.
Pursuant to a letter agreement between Ramsay Corporation and HSA
dated as of November 5, 1987 (the "Letter Agreement"), which Letter Agreement
was previously filed as Exhibit D to Amendment No. 1 to Schedule 13D dated
November 6, 1987 and is incorporated herein by reference and is filed as Exhibit
99.5 to this Amendment No. 8, Ramsay Corporation agreed that so long as it owned
any shares of Class B Stock, Ramsay Corporation would not, with respect to any
matter which required a favorable vote in excess of 52% of the total number of
votes entitled to vote on such matter, vote more shares of Class B Stock than
were necessary to enable Ramsay Corporation to cast a number of votes on such
matter equal to (a) 52% of the total number of votes entitled to vote on such
matter, plus (b) any votes of shares of Old Common Stock or Class B Stock
thereafter acquired by Ramsay Corporation (other than by conversion of the 10%
Note), and minus (c) any votes of shares of Old Common Stock or Class B Stock
thereafter disposed of by Ramsay Corporation (other than pursuant to the Elders
Option Agreement).
Ramsay Corporation agreed with HSA's senior bank lenders not to
exercise its rights to acquire shares of capital stock of HSA pursuant to the
Option Agreements until such lenders had been paid in full all outstanding
amounts under HSA's loan agreement with such lenders.
On January 5, 1988, Ramsay Corporation completed the purchase of an
aggregate of 374,483 shares of Old Common Stock (the "1988 Shares"). Ramsay
Corporation placed an order for 65,000 of the 1988 Shares in open market
transactions in the over-the-counter market on December 16, 1987 at $1.75 per
share for an aggregate purchase price, including brokerage commissions, of
$117,812.50. Ramsay
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Schedule 13D
CUSIP No. 751582206
Corporation contracted to purchase 309,483 of the 1988 Shares in a privately
negotiated transaction from Smith Barney, Harris Upham & Co. Incorporated on
December 15, 1987 for a purchase price of $1.875 per share. The funds for the
purchase of the 1988 Shares were provided from a loan to the Company from
Holdings (which had obtained such funds by a loan from Elders Finance).
Pursuant to an Agreement of Purchase and Sale dated as of September
26, 1988 (the "1988 Purchase Agreement"), which 1988 Purchase Agreement was
previously filed as Exhibit J to Amendment No. 3 to Schedule 13D dated September
30, 1988 and is incorporated herein by reference and is filed as Exhibit 99.6 to
this Amendment No. 8 by and between HSA and Ramsay Hospitals (Pennsylvania)
Limited, an international business company organized under the laws of Barbados
("Hospitals Pennsylvania") which is wholly owned by Ramsay Holdings Limited, an
international business company organized under the laws of Barbados ("RL"),
which is ultimately controlled by Ramsay, Hospitals Pennsylvania acquired
2,100,000 shares of Old Common Stock as payment for all of the issued and
outstanding capital stock of Ramsay-Havenwyck, Inc. ("RHI") which was sold by
Hospitals Pennsylvania to HSA.
On September 30, 1988 Ramsay (America), Inc., an affiliate of Ramsay
Corporation ("RAI") entered into an agreement with RHI (the "RHI Letter
Agreement"), which RHI Letter Agreement was previously filed as Exhibit I to
Amendment No. 3 to Schedule 13D dated September 30, 1988 and is incorporated
herein by reference and is filed as Exhibit 99.7 to this Amendment No. 8
pursuant to which RHI agreed to make payments for consulting services
aggregating $700,000 to RAI upon the occurrence of certain contingencies. In the
event that HSA's lenders did not consent to the payment of such amounts in cash,
HSA agreed to issue to RHI additional shares of Old Common Stock in order to
permit RHI to satisfy such payment obligations to RAI.
Subsequent to the foregoing acquisition, Hospitals Pennsylvania was
amalgamated with another affiliated corporation and RL, with RL as the surviving
company.
On November 9, 1988 HSA changed its name to Ramsay Health Care, Inc.
On September 4, 1990 RHCI granted to Ramsay stock options pursuant to
the RHCI 1990 Stock Option Plan to purchase an aggregate of 20,000 shares of Old
Common Stock.
On April 18, 1991 RHCI instituted a 1-for-3 reverse stock split
issuing one share of Common Stock for each three shares of Old Common Stock.
<PAGE>
Schedule 13D
CUSIP No. 751582206
On August 7, 1991 RHCI granted to Ramsay stock options pursuant to the
RHCI 1990 Stock Option Plan to purchase an aggregate of 8,334 shares of Common
Stock.
On August 29, 1991 RHCI granted to Ramsay stock options to purchase an
aggregate of 100,000 shares of Common Stock pursuant to the RHCI 1991 Stock
Option Plan.
In June 1991, in a transaction designed to restructure Ramsay's
indirect ownership interest in RHCI, Ramsay Corporation was merged (the
"Merger") into New Ramcorp, Inc., a newly-formed, wholly-owned subdivision of
RHCI ("Ramcorp"). Immediately prior to the Merger, Ramsay Corporation converted
the 10% Note of RHCI held by it into 274,122 shares of Common Stock. Pursuant
to the Merger, RHL, the parent corporation of Ramsay Corp., received a number of
shares of Class B Preferred Stock equal to the number of shares of Class B
Preferred Stock held by Ramsay Corp. immediately prior to the Merger and
1,709,969 shares of Common Stock (constituting 38,707 fewer shares of Common
Stock than were owned by Ramsay Corp. immediately prior to the Merger). Each of
the Agreement and Plan of Merger dated as of June 27, 1991 among RHCI, Ramcorp,
and Ramsay Corporation and the Certificate of Ownership and merger of Ramcorp
into RHCI filed with the Secretaries of State of Delaware on June 27, 1991 were
previously filed as Exhibits K and L, respectively, to Amendment No. 4 to
Schedule 13D dated June 27, 1991 and are each incorporated herein by reference
and are filed as Exhibits 99.8 and 99.9, respectively, to this Amendment No.
8.
On July 30, 1991 RHL sold an aggregate of 105,933 shares of Common
Stock and RL sold an aggregate of 200,000 shares of Common Stock at $12.50 per
share in connection with RHCI's public offering of Common Stock consummated on
such date.
On September 11, 1991 RHL sold an aggregate of 200,001 shares of
Common Stock and RL sold an aggregate of 499,999 shares of Common Stock at
$13.6429 per share in a transaction effected directly with a market maker
pursuant to Rule 144 under the Securities Act of 1933, as amended. On this
date, RL ceased to be the beneficial owner of more than five percent of the
Common Stock.
On February 4, 1992 RHCI granted to Ramsay stock options to purchase
an aggregate of 100,000 shares of Common Stock pursuant to RHCI's 1991 Stock
Option Plan.
On June 8, 1992 RHCI granted to Ramsay stock options to purchase an
aggregate of 150,000 shares of Common Stock which options are exercisable as to
50% of the number of shares covered thereby commencing on and after June 8, 1993
provided that at the time of exercise the closing price
<PAGE>
Schedule 13D
CUSIP No. 751582206
for Ramsay Common Stock as quoted on the NNM shall have equalled or exceeded
$20.00 on at least twenty (20) trading days, which need not be consecutive,
subsequent to January 1, 1993, and shall be exercisable as to the balance of the
shares covered thereby on and after October 1, 1993 provided that at the time of
exercise the closing price for the Common Stock as quoted on the NNM shall have
equalled or exceeded $20.00 on at least forty (40) trading days, which need not
be consecutive, subsequent to January 1, 1993 and not be exercisable later than
the tenth anniversary of the date of grant.
On March 12, 1993 RHCI granted to Ramsay stock options to purchase an
aggregate of 35,000 shares of Common Stock pursuant to RHCI's 1991 Stock Option
Plan.
Pursuant to a Recapitalization Agreement dated as of June 30, 1993
(the "Recapitalization Agreement") among RHCI, RHL and Holdings which
Recapitalization Agreement was filed as Exhibit 1 to Amendment No. 7 to Schedule
13D dated June 30, 1993 and is incorporated herein by reference and is filed as
Exhibit 99.10 to this Amendment No. 8, (i) RHCI issued 61,468 shares of Series C
Preferred Stock to RHL in exchange for all 333,333 shares of Class B Preferred
Stock held by RHL, (ii) RHCI issued 9,835 shares of Series C Preferred Stock to
RHL for $500,000, in cash, and (iii) RHCI issued 71,183 shares of Series C
Preferred Stock to Holdings in exchange for cancellation of RHCI's Second
Amended and Restated Subordinated Promissory Note due April 1, 2000 in the
principal amount of $2,000,000 held by Holdings.
(b) Except as set forth in Item 6 of this Statement (i) Ramsay 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 142,486 shares of Series C
Preferred, (ii) Holdings 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
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) Except as set forth in Item 3 of this Statement, during the past
60 days neither Ramsay, Holdings nor RHL has effected any transaction in the
Common Stock.
(d) Not applicable.
(e) Not applicable.
Addendum A attached hereto and made a part hereof sets forth
additional information regarding Items 5(a)-(c) with respect to (i) the
executive officers of Holdings and
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Schedule 13D
CUSIP No. 751582206
RHL, (ii) the persons controlling Holdings and RHL and (iii) Ramsay.
Item 6. Contracts, Arrangements, or Understanding With Respect to Securities
--------------------------------------------------------------------
of the Issuer.
-------------
None of Ramsay, Holdings or RHL nor, to the best of the knowledge of
Ramsay, Holdings or RHL, any of the persons listed in Addendum A, is a party to
any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of RHCI, including, but not
limited to, the transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guaranties of profits,
divisions of profit or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Note: Exhibits 99.1-99.12 to this Amendment No. 8 have previously been filed
with the Securites and Exchange Commission (the "Commission") and have been
refiled in paper format under cover of Form SE pursuant to Rules 102 and 311 of
Regulation S-T.
Exhibit 99.1 - Purchase Agreement dated as of September 4, 1987 by and
------------
among HSA, Ramsay Corporation and Ramsay, with schedules and exhibits thereto,
including:
(i) Designations, Preferences and Rights of Class B Preferred
Stock;
(ii) Option Agreement dated as of September 4, 1987 by and between
Ramsay Corporation and Charles A. Speir;
(iii) Option Agreement dated as of September 4, 1987 by and between
Ramsay Corporation and Security Pacific Capital Corporation; and
(iv) Option Agreement dated as of September 4, 1987 by and between
Ramsay Corporation and First Small Business Investment Company of California.
Exhibit 99.2 - Supplement to Purchase Agreement dated as of October
------------
30, 1987 by and among HSA, Ramsay Corporation and Ramsay, with exhibits thereto,
including:
(i) Form of 13% Subordinated Promissory Note of HSA in the
principal amount of $5,000,000, payable to Ramsay Corporation and due November
5, 1990;
(ii) Form of 10% Subordinated Convertible Promissory Note of HSA in
the principal amount of $2,500,000 payable to Ramsay Corporation and due
November 5, 1993; and
<PAGE>
Schedule 13D
CUSIP No. 751582206
(iii) Amended Certificate of Designation of Class B Preferred Stock,
Series 1987, of HSA.
Exhibit 99.3 - Loan Agreement & Direction to Pay dated November 5, 1987
------------
between Holdings, Elders Finance and Ramsay Corporation.
Exhibit 99.4 - Option Agreement dated November 5, 1987 between Ramsay
------------
Corporation and Elders Securities.
Exhibit 99.5 - Letter Agreement dated as of November 5, 1987 between
------------
Ramsay Corporation and HSA with respect to the casting of a number of votes in
excess of 52% of the total number of votes entitled to vote.
Exhibit 99.6 - Agreement of Purchase and Sale dated as of September 26
------------
by and between HSA and Hospitals Pennsylvania.
Exhibit 99.7 - Letter Agreement dated September 30, 1988 by and
------------
between RAI and RHI.
Exhibit 99.8 - Agreement and Plan of Merger dated as of June 27, 1991
------------
among RHCI, New Ramcorp, Inc. and Ramsay Corporation.
Exhibit 99.9 - Certificate of Ownership and Merger of New Ramcorp, Inc.
------------
into RHCI filed with the Secretary of State of Delaware on June 27, 1991.
Exhibit 99.10 - Recapitalization Agreement dated as of June 30, 1993
-------------
among RHCI, RHL and Holdings.
Exhibit 99.11 - Power of Attorney from RHL.
-------------
Exhibit 99.12 - Power of Attorney from Holdings.
-------------
Exhibit 99.13 - Power of Attorney from Ramsay.
-------------
<PAGE>
Schedule 13D
CUSIP No. 751582206
ADDENDUM A
----------
Additional information required by Items 2 and 5 of Schedule 13D
---------
The name and principal occupation or employment of each director and
executive officer of Holdings and RHL, including Ramsay, is set forth below.
Unless otherwise noted below, the principal business address of each
director and executive officer of Holdings and RHL, including Ramsay, is c/o
Ramsay Health Care Pty. Limited, 7th Floor, 154 Pacific Highway, Greenwich, New
South Wales 2065, Australia.
Unless otherwise noted below, each director and executive officer of
Holdings and RHL, including Ramsay, is a citizen of Australia.
Dennis H.L. Chandler, a Director of RHL, is a citizen of Barbados with
a business address at Dowell Chambers, Room 206, Dowell House, Corner Roebuck
and Palmetto Streets, Bridgetown, Barbados. Mr. Chandler is principally engaged
in the practice of law.
Holdings and RHL are controlled by Ramsay. Ramsay is an owner,
director and executive officer of various companies in the health care, real
estate development, communications and broadcasting businesses.
During the last five years, none of Holdings, RHL, Ramsay or the
directors and executive officers of Holdings or RHL set forth below, has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
To the best of the knowledge of Holdings, RHL and Ramsay, except as
set forth in Item 3 of this Statement and in the table below, none of Holdings,
RHL or the directors or executive officers specified below, including Ramsay, is
the beneficial owner of any of RHCI's securities nor have any of them effected
any transaction in any such security during the past 60 days. However, if,
after further investigation, Holdings, RHL or Ramsay becomes aware of any such
ownership or any such transaction and, as a result, the information disclosed in
this Schedule 13D is materially inaccurate, Holdings, RHL and Ramsay will
promptly file an amendment to this Schedule 13D with the Securities and Exchange
Commission.
<PAGE>
Schedule 13D
CUSIP No. 751582206
Paul Ramsay Holdings Pty. Limited ("Holdings")
<TABLE>
<CAPTION>
Beneficial
Present Principal Ownership of
Name Occupation Common Stock
---- ----------------- ------------
<S> <C> <C>
Paul J. Ramsay Director of Holdings; 3,140,970A(1)
Director of RHL; owner,
director and executive
officer of various
companies in the health
care, real estate
development, communications
and broadcasting businesses
Michael S. Siddle Director and Company 73,858A(2)
Secretary of Holdings;
holds various executive
positions with corporations
controlled by Ramsay
Peter J. Evans Director of Holdings; 40,569A(3)
Director of RHL; holds
various executive positions
with corporations
controlled by Ramsay
M. Clare Wake Company Secretary of 0
Holdings and certain of its
affiliates
John Charles Company Secretary of 0
Needham Holdings and certain of its
affiliates
<CAPTION>
Ramsay Holdings HSA Limited ("RHL")
Beneficial
Present Principal Ownership of
Name Occupation Common Stock
---- ----------------- ------------
<S> <C> <C>
Paul J. Ramsay Director of Holdings; 3,140,970A(1)
Director of RHL; owner,
director and executive
officer of various
companies in the health
care, real estate
development,
communications and
broadcasting businesses
Peter J. Evans Director of Holdings; 40,569A(3)
Director of RHL; holds
various executive
positions with
corporations controlled
by Ramsay
Dennis H.L. Chandler Director of RHL 0
</TABLE>
<PAGE>
Schedule 13D
CUSIP No. 751582206
_____________________
(1) Ramsay's beneficial ownership of Common Stock is based on 2,828,895 shares
of Common Stock beneficially owned by Holdings (see Item 5), which entity
Ramsay controls, and 312,075 shares of Common Stock issuable upon the
exercise of currently exercisable options to purchase shares of Common
Stock granted pursuant to the Issuer's 1990 and 1991 Stock Option Plans.
(2) Consists of 73,858 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock granted
pursuant to the Issuer's 1990, 1991 and 1993 Stock Option Plans.
(3) Consists of 40,569 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock granted
pursuant to the Issuer's 1990, 1991 and 1993 Stock Option Plans.
<PAGE>
Schedule 13D
CUSIP No. 751582206
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: June 22, 1995
PAUL J. RAMSAY
By: /s/ Thomas M. Haythe
-----------------------------
Thomas M. Haythe
Attorney-in-Fact
PAUL RAMSAY HOLDINGS PTY. LIMITED
By: /s/ Thomas M. Haythe
-----------------------------
Thomas M. Haythe
Attorney-in-Fact
RAMSAY HOLDINGS HSA LIMITED
By: /s/ Thomas M. Haythe
-----------------------------
Thomas M. Haythe
Attorney-in-Fact
<PAGE>
Schedule 13D
CUSIP No. 751582206
Index to Exhibits
-----------------
Note: Exhibits 99.1-99.12 to this Amendment No. 8 have previously been filed
with the Commission and have been refiled in paper format under cover of form SE
pursuant to Rules 102 and 311 of Regulation S-T.
Page
Number
------
Exhibit 99.1 - Purchase Agreement dated as of September 4, 1987
- ------------
by and among HSA, Ramsay Corporation and Ramsay, with schedules
and exhibits thereto, including:
(i) Designations, Preferences and Rights of Class B Preferred Stock;
(ii) Option Agreement dated as of September 4, 1987 by and between
Ramsay Corporation and Charles A. Speir;
(iii) Option Agreement dated as of September 4, 1987 by and between
Ramsay Corporation and Security Pacific Capital Corporation; and
(iv) Option Agreement dated as of September 4, 1987 by and between
Ramsay Corporation and First Small Business Investment Company of
California.
Exhibit 99.2 - Supplement to Purchase Agreement dated as of October 30,
- ------------
1987 by and among HSA, Ramsay Corporation and Ramsay, with
exhibits thereto, including:
(i) Form of 13% Subordinated Promissory Note of HSA in the principal
amount of $5,000,000, payable to Ramsay Corporation and due
November 5, 1990;
(ii) Form of 10% Subordinated Convertible Promissory Note of HSA in the
principal amount of $2,500,000 payable to Ramsay Corporation and due
November 5, 1993; and
(iii) Amended Certificate of Designation of Class B Preferred Stock,
Series 1987, of HSA.
Exhibit 99.3 - Loan Agreement & Direction to Pay dated November 5, 1987
- ------------
between Holdings, Elders Finance and Ramsay Corporation.
<PAGE>
Schedule 13D
CUSIP No. 751582206
Page
Number
------
Exhibit 99.4 - Option Agreement dated November 5, 1987 between Ramsay
- ------------
Corporation and Elders Securities.
Exhibit 99.5 - Letter Agreement dated as of November 5, 1987 between Ramsay
- ------------
Corporation and HSA with respect to the casting of a number of votes
in excess of 52% of the total number of votes entitled to vote.
Exhibit 99.6 - Agreement of Purchase and Sale dated as of September 26 by
- ------------
and between HSA and Hospitals Pennsylvania.
Exhibit 99.7 - Letter Agreement dated September 30, 1988 by and between RAI
- ------------
and RHI.
Exhibit 99.8 - Agreement and Plan of Merger dated as of June 27, 1991 among
- ------------
RHCI, New Ramcorp, Inc. and Ramsay Corporation.
Exhibit 99.9 - Certificate of Ownership and Merger of New Ramcorp, Inc.
- ------------
into RHCI filed with the Secretary of State of Delaware on
June 27, 1991.
Exhibit 99.10 - Recapitalization Agreement dated as of June 30, 1993 among
- -------------
RHCI, RHL and Holdings.
Exhibit 99.11 - Power of Attorney from RHL.
- -------------
Exhibit 99.12 - Power of Attorney from Holdings.
- -------------
Exhibit 99.13 - Power of Attorney from Ramsay.
- -------------
<PAGE>
Exhibit 99.13
POWER OF ATTORNEY
To Execute Forms, Schedules, Reports and Other Documents
Pursuant to Sections 13 and 16 of the
Securities Exchange Act of 1934, as Amended,
and Pursuant to Rule 144 Promulgated
Under the Securities Act of 1933, as Amended,
by and on Behalf of
PAUL J. RAMSAY
Know all by these presents, that I, Paul J. Ramsay, hereby constitute
and appoint each of Thomas M. Haythe and Bradley P. Cost, severally, my true and
lawful attorney-in-fact to:
(1) execute for me and on my behalf any and all forms, schedules,
reports and other documents relating to my direct or indirect ownership of
securities that are required to be filed with the Securities and Exchange
Commission (the "SEC") pursuant to either (X) Sections 13 and 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder by the SEC or (Y) Rule 144 promulgated by the SEC under
the Securities Act of 1933, as amended;
(2) do and perform any and all acts for me and on my behalf which I
myself could do, if I were personally present, which may be necessary or
desirable to complete the execution of such forms, schedules, reports and other
documents and the timely filing thereof; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be necessary,
it being understood that the documents executed by such attorney-in-fact on my
behalf pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
This Power of Attorney shall not be affected by the subsequent
disability or incompetence of the principal.
To induce any third party to act hereunder, I hereby agree that any
third party receiving a duly executed copy or facsimile of this instrument may
act hereunder, and that revocation or termination hereof shall be ineffective as
to such third party unless and until actual notice or knowledge of such
revocation or termination shall have been received by such third party, and I
for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third party from and
against any and all claims that may arise against such third party by reason of
such third party having relied on the provisions of this instrument.
<PAGE>
IN WITNESS WHEREOF, I have hereunto signed my name as of this 28th day
of November, 1994.
/s/ Paul J. Ramsay
-----------------------------
Paul J. Ramsay
