<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)/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)
December 1, 1998
----------------------------------------
(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 13 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).
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2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Ramsey 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
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 2,058,332
OWNED BY EACH -----------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH
9,175,917
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
2,058,332
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
9,175,917
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,234,249
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.9%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
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3
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
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
6,874,710
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,301,207
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
6,874,710
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
2,301,207
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,175,917
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
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4
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
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
2,301,207
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
2,301,207
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
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)
11.8%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
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5
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
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
82,750
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,234,249
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
82,750
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
11,234,249
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,316,999
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.2%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------
<PAGE>
6
NOTE: This Amendment No. 12 ("Amendment No. 12") restates and amends
Items 1, 2, 3, 4, 5 and 7 of Amendment No. 11 dated October 30, 1998 to the
Statement of Schedule 13D dated September 4, 1987 (the "Statement") filed with
respect to the equity securities of Ramsay Health Care, Inc., a Delaware
corporation ("RHCI").
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. 12 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.
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.
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7
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby amended by adding the following at the end thereof:
On December 1, 1998, pursuant to the Amended and Restated Exchange
Agreement dated as of October 26, 1998 between Holdings and RHCI, Holdings
received 4,286,222 shares of Common Stock in exchange for $400,000 of
subordinated indebtedness owed by RHCI to Holdings and in exchange for 4,000
shares of outstanding RHCI Class B Preferred Stock, Series 1997-A, $1.00 par
value.
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 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 December 10, 1998, (i) Ramsay
beneficially owned, for purposes of Rule 13d-3 under the Act, 11,316,999 shares
of Common Stock, constituting, to the best knowledge of Ramsay, approximately
52.2% of the Common Stock (such amount consists of (x) 11,234,249 shares of
Common Stock beneficially owned by Hospitals, (y) 17,750 shares of Common Stock
owned by Ramsay and (z) 65,000 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, 11,234,249 shares
of Common Stock, constituting, to the best knowledge of Hospitals, approximately
51.9% of the Common Stock (such amount includes (a) 5,912,880 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, 9,175,917 shares of Common
Stock, constituting, to the best knowledge of Holdings, approximately 44.8% 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,
<PAGE>
8
2,301,207 shares of Common Stock constituting, to the best knowledge of RHL,
approximately 11.8% 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.
(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 8,417,723 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 65,000 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 7,501,057 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 1,626,658 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.
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>
9
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, 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.
<PAGE>
10
Paul Ramsay Hospitals Pty. Limited ("Hospitals")
<TABLE>
<CAPTION>
Beneficial Ownership
Present Principal of
Name Occupation Common Stock
- -------------------------------- -------------------------------------------- ---------------------
<S> <C> <C>
Paul J. Ramsay Director of Hospitals; 11,316,999(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; 42,750
Director and Company
Secretary of Holdings; holds various
executive positions with corporations
controlled by Ramsay
Peter J. Evans Director of Hospitals; 66,083
Director of Holdings; Director of RHL;
holds various executive positions with
corporations controlled by Ramsay
</TABLE>
Paul Ramsay Holdings Pty. Limited ("Holdings")
<TABLE>
<CAPTION>
Present Principal Beneficial Ownership of
Name Occupation Common Stock
- -------------------------------- -------------------------------------------- ------------------------
<S> <C> <C>
Paul J. Ramsay Director of Hospitals; 11,316,999(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; 42,750
Director and Company Secretary of Holdings;
holds various executive positions with
corporations controlled by Ramsay
Peter J. Evans Director of Hospitals; 66,083
Director of Holdings; Director of RHL;
holds various executive positions with
corporations controlled by Ramsay
M. Clare Wake Company Secretary of Holdings and certain 0
of its affiliates
John Charles Needham Company Secretary of Holdings and certain 0
of its affiliates
</TABLE>
<PAGE>
11
Ramsay Holdings HSA Limited ("RHL")
<TABLE>
<CAPTION>
Present Principal Beneficial Ownership of
Name Occupation Common Stock
- --------------------------------- -------------------------------------- ------------------------
<S> <C> <C>
Paul J. Ramsay Director of Holdings; Director of 11,316,999(1)
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; Director of 66,083
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 11,234,249 shares of
Common Stock beneficially owned by Hospitals (see Item 5), which entity
Ramsay controls.
<PAGE>
12
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: December 11, 1998
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>
13
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 (incorporated by reference to
- ---------
Exhibit 3 to Amendment No. 10 to Schedule 13D dated June 30, 1997 filed by the
Reporting Persons). --
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). --
