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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 10, 1997
RAMSAY HEALTH CARE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-13849 63-0857352
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Columbus Center
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 569-6993
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 8 Pages
Index to Exhibits at Page 7
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Item 2. Acquisition or Disposition of Assets.
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On October 1, 1996, Ramsay Health Care, Inc., a Delaware
corporation ("RHCI" or the "Registrant"), RHCI Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Registrant
("RHCI 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 the Registrant
through the merger (the "Merger") of RHCI Sub with and into RMCI. On
October 1, 1996, the respective Boards of Directors of the Registrant and
RMCI approved and adopted the Merger and the Merger Agreement. On April
18, 1997, at a Special Meeting of Stockholders of RMCI (the "RMCI
Meeting") the holders of a majority of the issued and outstanding shares
of common stock, $.01 par value, of RMCI ("RMCI Common Stock"), and the
holders of a majority of the issued and outstanding shares of series 1996
convertible preferred stock, $.01 par value, of RMCI ("RMCI Preferred
Stock"), voted to approve and adopt the Merger Agreement. On April 18,
1997, at a Special Meeting of Stockholders of RHCI (the "RHCI Meeting"),
pursuant to requirements of the Nasdaq Stock Market, Inc., the holders of
a majority of the issued and outstanding shares of common stock, $.01 par
value, of RHCI ("RHCI Common Stock"), and the holders of a majority of
class B convertible preferred stock, series C, $1.00 par value ("RHCI
Series C Preferred Stock"), voting at
Page 2 of 8 Pages
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the RHCI Meeting voted to approve the Merger. The Merger was consummated
and became effective as of the close of business on June 10, 1997, when a
Certificate of Merger merging RHCI Sub with and into RMCI was filed with
the Secretary of State of the State of Delaware. As a result of the
Merger, RMCI became a wholly owned subsidiary of the Registrant.
Upon consummation of the Merger, each share of RMCI Common
Stock was converted into the right to receive one-third (1/3) of a share
of RHCI Common Stock and each share of RMCI Preferred Stock was converted
into the right to receive one share of class B preferred stock, series
1996, $1.00 par value ("RHCI Series 1996 Preferred Stock"), of RHCI. In
connection with the foregoing, the Registrant intends to issue (i) to the
holders of RMCI Common Stock immediately prior to the effective time of
the Merger an aggregate of approximately 2,136,105 shares of RHCI Common
Stock, (ii) to the holders of RMCI Preferred Stock immediately prior to
the effective time of the Merger an aggregate of approximately 100,000
shares of RHCI Series 1996 Preferred Stock, (iii) to the holders of
options to purchase RMCI Common Stock immediately prior to the effective
time of the Merger options to purchase an aggregate of approximately
391,750 shares of RHCI Common Stock and (iv) to the holders of warrants
to purchase RMCI Common Stock immediately prior to the effective time of
the
Page 3 of 8 Pages
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Merger warrants to purchase an aggregate of approximately 213,333 shares
of RHCI Common Stock.
For a more detailed description of the Merger, reference is
made to the Joint Proxy Statement/Prospectus (the "Joint Proxy
Statement/Prospectus") included in RHCI's Registration Statement on Form
S-4 (File No. 333-23799) declared effective by the Securities and
Exchange Commission on March 25, 1997. For a description of the nature
of any material relationship between RMCI or its directors, officers and
affiliates and RHCI or its directors, officers and affiliates, reference
is made to the Joint Proxy Statement/Prospectus.
Prior to the Merger, RMCI used its assets (including plant,
equipment or other physical property) to provide management of mental
health services and substance abuse programs on behalf of self-insured
employers, health maintenance organizations (HMOs) and governmental
agencies in various states. The Registrant intends that RMCI, as a
wholly owned subsidiary of the Registrant, will continue to use such
assets for the same purpose.
Page 4 of 8 Pages
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Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(a) Financial statements of business acquired.
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It is impracticable for the Registrant to provide the financial
statements required to be included herewith at the time this Current
Report on Form 8-K is being filed. The Registrant will file such
statements under cover of Form 8-K/A as soon as they are available, but
not later than 60 days after this Current Report on Form 8-K must be
filed.
(b) Pro forma financial information.
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The Pro forma financial information required to be filed as
part of this Current Report on Form 8-K will be filed as soon as they are
available under cover of Form 8-K/A, but not later than 60 days after
this Current Report of Form 8-K must be filed.
(c) Exhibits:
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The exhibits required to be filed as part of this Report are
listed in the attached Index to Exhibits.
Page 5 of 8 Pages
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
RAMSAY HEALTH CARE, INC.
By /s/ Daniel A. Sims
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Name: Daniel A. Sims
Title: Vice President and
Secretary
Dated: June 24, 1997
Page 6 of 8 Pages
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<TABLE>
<CAPTION>
Index to Exhibits
Sequential
Page Location
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<S> <C> <C>
2.1 Agreement and Plan of Merger dated --
as of October 1, 1996 by and among
Ramsay Health Care, Inc. (the
"Registrant"), RHCI Acquisition
Corp. and Ramsay Managed Care,
Inc. ("RMCI") (incorporated by
reference to Exhibit 2 to the
Registrant's Current Report on
Form 8-K dated October 2, 1996).
Pursuant to Reg. S-K, Item
601(b)(2), the Registrant agrees
to furnish a copy of the
Disclosure Schedules to such
Agreement to the Commission upon
request.
99(a) Joint Press Release of the 8
Registrant and RMCI dated June 9,
1997.
99(b) Joint Proxy Statement/Prospectus --
included in the Registration
Statement on Form S-4 of the
Registrant (File No. 333-23799,
incorporated herein by reference)
declared effective by the
Commission on March 25, 1997.
</TABLE>
Page 7 of 8 Pages
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EXHIBIT 99(a)
RAMSAY MANAGED CARE, INC.
1276 Minnesota Avenue
Winter Park, Florida 32789
Ramsay Health Care, Inc. and Ramsay Managed Care, Inc.
Announce Effective Date of Merger
CORAL GABLES, Fla., June 9 /PRNewswire/ -- Ramsay Health Care,
Inc. (Nasdaq: RHCI) and Ramsay Managed Care, Inc. (Nasdaq: RMCR) today
announced that their merger will become effective on June 10, 1997. As a
result of the merger, Ramsay Managed Care, Inc. will become a wholly
owned subsidiary of Ramsay Health Care, Inc. The merger was previously
approved by stockholders of both companies and was recently approved by
Ramsay Health Care, Inc's current lender group as part of an amendment of
the terms of its existing indebtedness. Ramsay Health Care, Inc. also
announced that it is continuing its refinancing efforts.
In commenting on the merger, Paul J. Ramsay, Chairman of the
Board of Ramsay Health Care, Inc. stated, "We are very excited about the
increased revenue opportunities, cost savings, and efficiencies and other
benefits which will be realized as a result of the merger."
Ramsay Health Care, Inc. is a leading provider of behavioral
health care services, serving markets in 16 states. Ramsay Health Care,
Inc. delivers a comprehensive range of behavioral healthcare services at
alternative delivery sites including freestanding hospitals, juvenile
residential treatment units, and outpatient clinics. Ramsay Health Care,
Inc. also manages behavioral healthcare programs on behalf of other
hospitals and community mental health canters.
Ramsay Managed Care, Inc. operates a long-established business
in the management of mental health services and substance abuse programs
on behalf of self insured employers, health maintenance organizations
(HMOs) and governmental agencies in various states.
SOURCE Ramsay Health Care, Inc.; Ramsay Managed Care, Inc.
-0- 06/09/97
/CONTACT: Bert Cibran, President & COO, 305-569-4621, or Carol Lang,
EVP & CFO, 305-569-4622, both of Ramsay Health Care and Ramsay Managed
Care/
/Other Ramsay Health Care press releases are available through
Company News On-Call by fax, 800-758-5804, extension 116733, or at
http://www.prnewswire.com/
(RHCI RMCR)
Page 8 of 8 Pages
