<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)/1/
Ramsay Health Care, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, par value $.01
-----------------------------------------
(Title of Class of Securities)
751582206
-----------------------------------------
(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 10, 1997
-----------------------------------------
(Date of Event which Requires Filing of this Statement)
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.
(Continued on the following pages)
(Page 1 of 19 pages)
/1/ 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>
Schedule 13D
CUSIP No. 751582206 Page 2 of 19 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Ramsay Hospitals Pty. Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
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 2,058,332
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
3,876,361
9. SOLE DISPOSITIVE POWER
2,058,332
10. SHARED DISPOSITIVE POWER
3,876,361
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,934,693
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.4%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 3 of 19 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
OO
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 1,575,154
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
2,301,207
9. SOLE DISPOSITIVE POWER
1,575,154
10. SHARED DISPOSITIVE POWER
2,301,207
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,876,361
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 4 of 19 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
OO
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 2,301,207
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,301,207
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,301,207
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 5 of 19 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
OO
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 32,750
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
5,934,693
9. SOLE DISPOSITIVE POWER
32,750
10. SHARED DISPOSITIVE POWER
5,934,693
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,967,443
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.6%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 6 of 19 Pages
NOTE: This Amendment No. 10 ("Amendment No. 10") restates and amends
Item 1 of Amendment No. 8 dated June 19, 1995 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"), and
Items 2, 3, 4, 5 and 7 of Amendment No. 9 dated September 11, 1996 to the
Statement.
Item 1. Security and Issuer.
-------------------
The title of the class of equity securities to which this statement
relates is the common stock, $.01 par value (the "Common Stock"), of RHCI. The
principal executive offices of RHCI are located at Columbus Center, One Alhambra
Plaza, Suite 750, Coral Gables, Florida 33134.
Item 2. Identity and Background.
-----------------------
This Amendment No. 10 is being filed by (a) Ramsay Holdings HSA
Limited, an international business company organized under the laws of Barbados
("RHL"), which is owned by Paul Ramsay Holdings Pty. Limited, a company of
limited liability organized under the laws of New South Wales, Australia
("Holdings"), 23% of the capital stock of which is owned by Paul Ramsay
Hospitals Pty. Limited, a company of limited liability organized under the laws
of New South Wales, Australia ("Hospitals") and 77% of the capital stock of
which is owned by Paul J. Ramsay ("Ramsay"), (b) Holdings, (c) Hospitals and (d)
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, 9th Floor, St. Leonards, New
South Wales 2065, Australia.
The principal business of Hospitals is the ownership of securities for
investment purposes. The business offices of Hospitals are located at 154
Pacific Highway, 9th Floor, St. Leonards, New South Wales 2065, Australia.
The principal office of Ramsay is 154 Pacific Highway, 9th Floor, St.
Leonards, New South Wales 2065, Australia.
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 7 of 19 Pages
During the last five years, none of RHL, Holdings, Hospitals 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 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, Holdings and Hospitals (ii) the persons controlling RHL, Holdings and
Hospitals and (iii) Ramsay, who ultimately controls Hospitals, Holdings and RHL.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby amended by adding the following at the end thereof:
On October 1, 1996, RHCI, RHCI Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of RHCI ("Merger Sub"), and Ramsay
Managed Care, Inc., a Delaware corporation ("RMCI"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"), providing for the acquisition of
RMCI by RHCI through the merger of Merger Sub with and into RMCI (the "Merger").
The Merger was consummated and became effective at the close of business on June
10, 1997.
Pursuant to the terms of the Merger Agreement, upon consummation of
the Merger (i) each share of common stock of RMCI, $.01 par value ("RMCI Common
Stock"), was converted into the right to receive one-third (1/3) of a share of
Common Stock and (ii) each share of preferred stock, series 1996, of RMCI, $.01
par value ("RMCI Series 1996 Preferred Stock"), (each such share of RMCI Series
1996 Preferred Stock being convertible into 30 shares of RMCI Common Stock) was
converted into the right to receive one share of the preferred stock, series
1996 of RHCI, $1.00 par value ("RHCI Series 1996 Preferred Stock"), (each such
share of the RHCI Series 1996 Preferred Stock being convertible into ten shares
of Common Stock).
Options to acquire RMCI Common Stock issued and outstanding
immediately prior to the Merger ("RMCI Stock Options") became options to
purchase a number of whole shares of Common Stock ("RHCI Options") equal to the
number of shares of RMCI Common Stock covered by the RMCI Stock Options
multiplied by one-third (1/3), at an exercise price
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 8 of 19 Pages
per share of the Common Stock equal to the option exercise price of such RMCI
Stock Options multiplied by three (3).
In addition, each holder of warrants to purchase shares of RMCI Common
Stock issued and outstanding immediately prior to the Merger ("RMCI Warrants")
shall, in accordance with the provisions of the RMCI Warrants, receive upon
exercise of such warrants, in lieu of the number of shares of RMCI Common Stock
provided for by such warrants, that number of whole shares of Common Stock equal
to the product of one-third (1/3) multiplied by the number of shares of RMCI
Common Stock subject to such RMCI Warrants, at an exercise price per share of
Common Stock equal to the warrant exercise price of such RMCI Warrants
multiplied by three (3).
Immediately prior to the Merger, RHL owned 552,428 shares of RMCI
Common stock, Holdings owned 185,745 shares of RMCI Common Stock and Hospitals
owned 2,750,000 shares of RMCI Common Stock. Effective at the Merger, such
shares were converted into Common Stock and RHL, Holdings and Hospitals received
184,142, 61,915 and 916,666 shares of Common Stock, respectively. In addition,
prior to the Merger, Hospitals owned 100,000 shares of RMCI Series 1996
Preferred Stock, and effective at the Merger, such shares were converted into
100,000 shares of RHCI Series 1996 Preferred Stock.
Prior to the Merger, Ramsay owned options to purchase 25,000 shares of
RMCI Common Stock, which, upon consummation of the Merger, were converted into
options to purchase 8,333 shares of Common Stock.
Prior to the Merger, Hospitals owned, in the aggregate, warrants to
purchase 525,000 shares of RMCI Common Stock, which, upon consummation of the
Merger, were converted, in the aggregate, into warrants to purchase 174,999
shares of Common Stock.
Item 4. Purpose of Transaction.
----------------------
Ramsay, Hospitals, Holdings and RHL acquired the shares of Common
Stock referred to in Item 3 for the purpose of investment.
Ramsay, Hospitals, Holdings and RHL 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, Hospitals, Holdings and RHL may determine to increase or decrease their
investment
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 9 of 19 Pages
in RHCI by acquiring 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 10, 1997, (i) Ramsay
beneficially owned, for purposes of Rule 13d-3 under the Act, 5,967,443 shares
of Common Stock, constituting, to the best knowledge of Ramsay, approximately
44.6% of the Common Stock (such amount includes (x) 5,934,693 shares of Common
Stock beneficially owned by Hospitals and (y) 15,000 shares of Common Stock
issuable upon the exercise of currently exercisable options owned directly by
Ramsay), (ii) Hospitals beneficially owned, for purposes of Rule 13d-3 under the
Act, 5,934,693 shares of Common Stock, constituting, to the best knowledge of
Hospitals, approximately 44.4% of the Common Stock (such amount includes (a)
613,324 shares of Common Stock owned directly by Holdings, (b) 1,588,177 shares
of Common Stock owned directly by RHL, (c) 1,000,000 shares of Common Stock
issuable upon the conversion of 100,000 shares of RHCI Series 1996 Preferred
Stock owned directly by Hospitals, (d) 1,424,860 shares of Common Stock issuable
upon the conversion of 71,183 shares of Class B preferred stock, series C (the
"Series C Preferred Stock") owned directly by Holdings and 71,303 shares of
Series C Preferred Stock owned directly by RHL, (e) 141,666 shares of Common
Stock issuable upon the exercise of currently exercisable warrants owned
directly by Hospitals and (f) 250,000 shares of Common Stock issuable upon the
exercise of currently exercisable warrants owned directly by Holdings), (iii)
Holdings beneficially owned, for purposes of Rule 13d-3 under the Act, 3,876,361
shares of Common Stock, constituting, to the best knowledge of Holdings,
approximately 31.7% of the Common Stock (such amount includes (x) 1,588,177
shares of Common Stock owned directly by RHL, (y) 1,424,860 shares of Common
Stock issuable upon the conversion of 71,183 shares of Series C Preferred Stock
owned directly by Holdings and 71,303 shares of Series C Preferred Stock owned
directly by RHL and (z) 250,000 shares of Common Stock issuable upon the
exercise of currently exercisable warrants owned directly by Holdings), and (iv)
RHL beneficially owned, for purposes of Rule 13d-3 under the Act, 2,301,207
shares of Common Stock constituting, to the best knowledge of RHL, approximately
20.4% of the Common Stock (such amount includes 713,030 shares of Common Stock
issuable upon the conversion of 71,303 shares of Series C Preferred Stock owned
directly by RHL). Ramsay, Hospitals, 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 of the shares of Common Stock which
were not owned directly by such person.
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 10 of 19 Pages
(b) Except as set forth in Item 6 of the Statement (i) Ramsay has
shared power to vote or to direct the voting and to dispose or direct the
disposition of 3,118,167 shares of Common Stock, 100,000 shares of Series 1996
Preferred Stock, 142,486 shares of Series C Preferred Stock and 391,666 shares
issuable upon the exercise of currently exercisable warrants to purchase Common
Stock, and sole power to vote or to direct the voting and to dispose or direct
the disposition of 17,750 shares of Common Stock and 15,000 shares issuable upon
the exercise of currently exercisable options to purchase Common Stock, (ii)
Hospitals has shared power to vote or to direct the voting and to dispose or
direct the disposition of 2,201,501 shares of Common Stock, 142,486 shares of
Series C Preferred Stock and 250,000 shares issuable upon the exercise of
currently exercisable warrants to purchase Common Stock, and sole power to vote
or to direct the voting and to dispose or direct the disposition of 916,666
shares of Common Stock, 100,000 shares of Series 1996 Preferred Stock and
141,666 shares issuable upon the exercise of currently exercisable warrants to
purchase Common Stock, (iii) Holdings has shared power to vote or to direct the
voting and to dispose or direct the disposition of 1,588,177 shares of Common
Stock and 71,303 shares of Series C Preferred Stock and sole power to vote or to
direct the voting and to dispose or direct the disposition of 613,324 shares of
Common Stock, 71,183 shares of Series C Preferred Stock and 250,000 shares
issuable upon the exercise of currently exercisable warrants to purchase Common
Stock and (iv) RHL has sole power to vote or to direct the voting and to dispose
or direct the disposition of 1,588,177 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, Hospitals, 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 Hospitals, Holdings and RHL, (ii) the persons controlling
Hospitals, Holdings and RHL and (iii) Ramsay.
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 11 of 19 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 - Power of Attorney from RHL.
---------
Exhibit 2 - Power of Attorney from Holdings.
---------
Exhibit 3 - Power of Attorney from Hospitals.
---------
Exhibit 4 - Power of Attorney from Ramsay.
---------
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 12 of 19 Pages
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 Hospitals, Holdings and RHL, including Ramsay, is set forth
below.
Unless otherwise noted below, the principal business address of each
director and executive officer of Hospitals, Holdings and RHL, including Ramsay,
is c/o Ramsay Health Care Pty. Limited, 9th Floor, 154 Pacific Highway, St.
Leonards, New South Wales 2065, Australia.
Unless otherwise noted below, each director and executive officer of
Hospitals, 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.
Hospitals, 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 Hospitals, Holdings, RHL, Ramsay
or the directors and executive officers of Hospitals, 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 Hospitals, Holdings, RHL and Ramsay,
except as set forth in Item 3 of this Statement and in the table below, none of
Hospitals, 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, Hospitals,
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 13 of 19 Pages
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, Hospitals, Holdings, RHL and Ramsay will promptly file an
amendment to this Schedule 13D with the Securities and Exchange Commission.
Paul Ramsay Hospitals Pty. Limited ("Hospitals")
<TABLE>
<CAPTION>
Beneficial
Present Principal Ownership of
Name Occupation Common Stock
---- ----------------- -------------
<S> <C> <C>
Paul J. Ramsay Director of Hospitals; 5,967,443(1)
Director of Holdings;
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 of Hospitals; 32,750
Director and Company
Secretary of Holdings;
holds various executive
positions with corporations
controlled by Ramsay
Peter J. Evans Director of Hospitals; 32,750
Director of Holdings;
Director of RHL; holds
various executive positions
with corporations
controlled by Ramsay
</TABLE>
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 14 of 19 Pages
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 Hospitals; 5,967,443(1)
Director of Holdings;
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 of Hospitals; 32,750
Director and Company
Secretary of Holdings;
holds various executive
positions with corporations
controlled by Ramsay
Peter J. Evans Director of Hospitals; 32,750
Director of Holdings;
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
</TABLE>
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 15 of 19 Pages
Ramsay Holdings HSA Limited ("RHL")
<TABLE>
<CAPTION>
Beneficial
Present Principal Ownership of
Name Occupation Common Stock
---- ----------------- -------------
<S> <C> <C>
Paul J. Ramsay Director of Holdings; 5,967,443(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; 32,750
Director of RHL; holds
various executive
positions with
corporations controlled
by Ramsay
Dennis H.L. Chandler Director of RHL 0
</TABLE>
_____________________
(1) Ramsay's beneficial ownership of Common Stock includes 5,934,693 shares of
Common Stock beneficially owned by Hospitals (see Item 5), which entity
Ramsay controls.
<PAGE>
Schedule 13D
CUSIP No. 751582206 Page 16 of 19 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: June 30, 1997
PAUL J. RAMSAY
By: /s/ Thomas M. Haythe
-----------------------------
Thomas M. Haythe
Attorney-in-Fact
PAUL RAMSAY HOSPITALS PTY. LIMITED
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 Page 17 of 19 Pages
Index to Exhibits
-----------------
Page
Number
------
Exhibit 1 - Power of Attorney from RHL (incorporated by reference
to Exhibit 11 to Amendment No. 8 to Schedule 13D dated June 19,
1995 filed by the Reporting Persons). --
Exhibit 2 - Power of Attorney from Holdings (incorporated by
reference to Exhibit 12 to Amendment No. 8 to Schedule 13D dated
June 19, 1995 filed by the Reporting Persons). --
Exhibit 3 - Power of Attorney from Hospitals. 18
Exhibit 4 - Power of Attorney from Ramsay (incorporated by reference to
Exhibit 13 to Amendment No. 8 to Schedule 13D dated June 19, 1995
filed by the Reporting Persons). --
<PAGE>
EXHIBIT 3
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,
by and on Behalf of
PAUL RAMSAY HOSPITALS PTY. LIMITED
Know all by these presents, that Paul Ramsay Hospitals Pty. Limited
(the "the Company"), hereby constitutes and appoints each of Thomas M. Haythe
and Bradley P. Cost, severally, its true and lawful attorney-in-fact to:
(1) execute for the Company and on behalf of the Company any and all
forms, schedules, reports and other documents relating to the Company's direct
or indirect ownership of securities that are required to be filed with the
Securities and Exchange Commission pursuant to Sections 13 and 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder by the Securities and Exchange Commission;
(2) do and perform any and all acts for the Company and on behalf of
the Company which the Company itself could do, if it 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
behalf of the Company 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.
To induce any third party to act hereunder, the Company hereby agrees
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 the Company for itself and for its successors and assigns,
<PAGE>
2
hereby agrees 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.
IN WITNESS WHEREOF, this Power of Attorney has been duly executed as
of this 11th day of June, 1997.
PAUL RAMSAY HOSPITALS PTY.
LIMITED
By: /s/ Peter Evans
--------------------------
Name: Peter Evans
Title: Director
