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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. 13)*
Ramsay Youth Services, Inc.
--------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
-----------------------------------------
(Title of Class of Securities)
75158K 10 7
-------------------------------------------
(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 16, 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 (Section)(Section) 240.13d-1(e) 240.13d-1(f) or 240.13d-
1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (Section)240.13d-7 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 the
disclosures provided in a prior cover page.
The information required in 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>
- -------------------------- ----------------------
CUPSIP No. 75158K 10 7 13D PAGE 2 OF 13 Pages
- -------------------------- ----------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul J. Ramsay
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(See Instructions) (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Australia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 82,750
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
16,557,812
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 82,750
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
16,557,812
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
16,640,562
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
61.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
- ------------------------------------------------------------------------------
<PAGE>
- -------------------------- ----------------------
CUPSIP No. 75158K 10 7 13D Page 3 of 13 Pages
- -------------------------- ----------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Paul Ramsay Hospitals Pty. Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New South Wales, Australia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,394,739
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
14,163,073
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,394,739
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,163,073
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
16,557,812
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
61.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- -------------------------- ----------------------
CUPSIP No. 75158K 10 7 13D Page 4 of 13 Pages
- -------------------------- ----------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Ramsay Holdings Pty. Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New South Wales, Australia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 11,444,017
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,719,056
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 11,444,017
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,719,056
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,163,073
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
52.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- -------------------------- ----------------------
CUPSIP No. 75158K 10 7 13D Page 5 of 13 Pages
- -------------------------- ----------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ramsay Holdings HSA Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Barbados
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,719,056
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,719,056
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,719,056
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
10.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
- ------------------------------------------------------------------------------
<PAGE>
6
NOTE: This Amendment No. 13 ("Amendment No. 13") restates and amends Items
1, 2, 3, 4, 5, 6 and 7 of Amendment No. 12 dated December 1, 1998 to the
Statement on Schedule 13D dated September 4, 1987 (the "Statement") filed with
respect to the equity securities of Ramsay Youth Services, Inc., a Delaware
corporation f/k/a Ramsay Health Care, Inc. ("RYSI").
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 RYSI. The
principal executive offices of RYSI are located at Columbus Center, One Alhambra
Plaza, Suite 750, Coral Gables, Florida 33134.
Item 2. Identity and Background.
-----------------------
This Amendment No. 13 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
RYSI. 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 principal 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.
<PAGE>
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 16, 1998, pursuant to the Agreement ("Agreement") between
Holdings and RYSI, Holdings received (i) 1,128,975 shares of Common Stock in
exchange for 711,830 shares of Class B Preferred Stock, Series C, $1.00 par
value, plus accrued dividends at $1.6875 per share of Common Stock, the market
value of such shares on such date, (ii) 3,213,683 shares of Common Stock in
exchange for a Junior Subordinated Promissory Note due September 30, 2006 in the
principal amount of $5,330,428, plus accrued and unpaid interest at $1.6875 per
share of Common Stock, the market value of such shares on such date, and (iii)
938,479 shares of Common Stock in exchange for a Junior Subordinated Promissory
Note due September 30, 2005 in the principal amount of $1,553,125, plus accrued
and unpaid interest at $1.6875 per share of Common Stock, the market value of
such shares on such date. Pursuant to the Agreement, RHL received 1,130,879
shares of Common Stock in exchange for 713,030 shares of Class B Preferred
Stock, Series C, $1.00 par value, plus accrued dividends at $1.6875 per share of
Common Stock, the market value of such shares on such date and Hospitals
received 1,336,407 shares of Common Stock in exchange for 100,000 shares of RHCI
Class B Preferred Stock, Series 1996, $1.00 par value, plus accrued dividends at
$1.6875 per share of Common Stock, the market value of such shares on such date.
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 RYSI. Depending upon future evaluations or the business prospects
of RYSI 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 RYSI by acquiring or disposing of additional Common Stock or other
equity securities of RYSI.
Item 5. Interest in Securities of Issuer
--------------------------------
(a) As of the close of business on February 1, 1999, (i) Ramsay
beneficially owned, for purposes of Rule 13d-3 under the Act, 16,640,562 shares
of Common Stock, constituting, to the best knowledge of Ramsay, approximately
61.4% of the Common Stock (such amount consists of (x) 16,557,812 shares of
Common Stock beneficially owned by Hospitals, (y) 17,750 shares of Common Stock
owned directly 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,
16,557,812 shares of Common Stock, constituting, to the best knowledge of
Hospitals, approximately 61.2% of the Common Stock (such amount includes (a)
11,194,017 shares of Common Stock beneficially owned directly by Holdings, (b)
2,719,056 shares of Common Stock owned directly by RHL, (c) 141,666 shares of
Common Stock issuable upon the exercise of currently exercisable warrants owned
directly by Hospitals and (d) 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,
14,163,073 shares of Common Stock, constituting, to the best knowledge of
Holdings, approximately 52.6% of the
<PAGE>
8
Common Stock (such amount includes (x) 2,719,056 shares of Common Stock owned
directly by RHL, and (y) 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, 2,719,056
shares of Common Stock constituting, to the best knowledge of RHL, approximately
10.2% of the Common Stock. 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) (i) Ramsay has shared power to vote or to direct the voting and
to dispose or direct the disposition of 16,166,146 shares of Common 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 13,913,073 shares of Common 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 2,253,073 shares of Common 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 2,719,056 shares of Common
Stock and sole power to vote or to direct the voting and to dispose or direct
the disposition of 11,194,017 shares of Common 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 2,719,056 shares of Common Stock.
(c) Except as set forth in Item 3 of this Amendment No. 13, 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 6. Contracts, Arrangements, Understandings or Relationships with Respect
----------------------------------------------------------------------
Securities of Issuer
--------------------
Not applicable.
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 Amendment No. 13 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 RYSI'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> Present Principal Beneficial Ownership of
Name Occupation Common Stock
- ----------------------------------- ------------------------------------------------- --------------------------
<S> <C> <C>
Paul J. Ramsay Director of Hospitals; Director of Holdings; 16,640,562(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 of Hospitals; Director and Company 42,750
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>
<TABLE>
<CAPTION>
Paul Ramsay Holdings Pty. Limited ("Holdings")
Present Principal Beneficial Ownership of
Name Occupation Common Stock
- ----------------------------------- ------------------------------------------------- --------------------------
<S> <C> <C>
Paul J. Ramsay Director of Hospitals; Director of Holdings; 16,640,562(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 of Hospitals; Director and Company 42,750
Secretary of Holdings; holds various executive
positions with corporations controlled
by Ramsay
Peter J. Evans Director of Hospitals; Director of Holdings; 66,083
Director of RHL; holds various executive
positions with corporations controlled by Ramsay
M. Clare Wake Company Secretary of Holdings and certain of its 0
affiliates
John Charles Needham Company Secretary of Holdings and certain of its 0
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 RHL; 16,640,562(1)
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 RHL; 66,083
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 16,557,812 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: February 12, 1999
PAUL J. RAMSAY
By: /s/ Bradley P. Cost
-----------------------------
Bradley P. Cost
Attorney-in-Fact
PAUL RAMSAY HOSPITALS PTY. LIMITED
By: /s/ Bradley P. Cost
-----------------------------
Bradley P. Cost
Attorney-in-Fact
PAUL RAMSAY HOLDINGS PTY. LIMITED
By: /s/ Bradley P. Cost
-----------------------------
Bradley P. Cost
Attorney-in-Fact
RAMSAY HOLDINGS HSA LIMITED
By: /s/ Bradley P. Cost
-----------------------------
Bradley P. Cost
Attorney-in-Fact
<PAGE>
13
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
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).
</TABLE>
