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CUSIP No. 421933 10 2 (Page 1 of 9 Pages)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
Health Management Associates, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
421933 10 2
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(CUSIP Number)
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CUSIP No. 421933 10 2 (Page 2 of 9 Pages)
13G
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1 Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
WILLIAM J. SCHOEN
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
UNITED STATES
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5 Sole Voting Power - 3,612,181
Number of
Shares ---------------------------------------------------------
Beneficially 6 Shared Voting Power - 0
Owned by
Each ---------------------------------------------------------
Reporting 7 Sole Dispositive Power - 3,614,656
Person with
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8 Shared Dispositive Power - 2,216,450
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,833,106 (See Item 4 for disclaimer of beneficial ownership as to certain
shares)
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10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
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11 Class Represented by Amount in Row (9)
5.3%
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12 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 421933 10 2 (Page 3 of 9 Pages)
ITEM 1(A). NAME OF ISSUER:
Health Management Associates, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5811 Pelican Bay Blvd.
Suite 500
Naples, Florida 34108-2710
ITEM 2(A). NAMES OF PERSON FILING:
William J. Schoen
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
c/o Health Management Associates, Inc.
5811 Pelican Bay Blvd., Suite 500
Naples, Florida 34108-2710
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Class A Common Stock
ITEM 2(E). CUSIP NUMBER:
421933 10 2
ITEM 3. STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B):
Not Applicable
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned: 5,833,106 shares
Such amount consists of: (i) 78,836 shares owned by the
Reporting Person directly; (ii) 5,062 shares owned by the
Reporting Person as custodian for his son, as to which shares
the Reporting Person dis claims beneficial ownership; (iii)
2,000 shares owned by the Reporting Person's wife as custodian
for their son, as to which shares the Reporting Person
disclaims beneficial ownership; (iv) 2,475 shares held in the
Reporting Person's account under the Health Management
Associates,
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CUSIP No. 421933 10 2 (Page 4 of 9 Pages)
Inc. Retirement Savings Plan; (v) 1,000,000 shares owned by
Karen A. Sutton as Trustee of the William J. Schoen Charitable
Remainder Unitrust, u/a/d 12/1/96; (vi) 1,216,450 shares owned
by Karen A. Sutton as Trustee of the William J. Schoen Florida
Intangible Tax Trust, u/a/d 11/27/96; and (vii) 3,528,283 shares
subject to presently exercisable options held by the Reporting
Person.
(b) Percent of Class: 5.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 3,612,181
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or direct the disposition of:
3,614,656
(iv) shared power to dispose or direct the disposition of:
2,216,450
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Prior to this Amendment No. 5, this Schedule 13G had been filed,
pursuant to Rule 13d-5(b)(1), on behalf of a group consisting of
William J. Schoen; William J. Schoen as Trustee of the William J.
Schoen Revocable Trust, u/a/d 1/19/88; Earl P. Holland; Earl P.
Holland as Trustee of the Declaration of Trust for the Benefit of
Earl P. Holland dated 8/8/91; Stephen M. Ray; Stephen M. Ray as
Trustee, Settlor and Beneficiary of the Stephen M. Ray Living Trust,
u/a/d 6/8/93; and Robb L. Smith. Each of the members the group was
party to a certain Officers'-Stockholders' Agreement dated as of
January 11, 1991, pursuant to which William J. Schoen was granted an
irrevocable proxy to vote all shares of the Issuer owned by the
members of the group in accordance with the decision of the holders
of a majority of such shares. Such Officers'-Stockholders' Agreement
terminated by its terms, and the group dissolved, on February 5,
1996. See Item 9.
William J. Schoen is the only former member of the group whose
beneficial ownership of the Issuer's Class A Common Stock on
December 31, 1996 exceeded 5% of the class outstanding and,
therefore, he is the sole Reporting Person in this Amendment No. 5.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
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CUSIP No. 421933 10 2 (Page 5 of 9 Pages)
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
See Exhibit 1
ITEM 10. CERTIFICATION:
Not Applicable
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CUSIP No. 421933 10 2 (Page 6 of 9 Pages)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 10, 1997 /s/ William J. Schoen
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William J. Schoen
Dated: February 10, 1997 *William J. Schoen, Trustee
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William J. Schoen as Trustee of the William
J. Schoen Revocable Trust, u/a/d 1/19/88
Dated: February 10, 1997 *Earl P. Holland
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Earl P. Holland
Dated: February 10, 1997 **Earl P. Holland, Trustee
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Earl P. Holland as Trustee of the Declara-
tion of Trust for the Benefit of Earl P.
Holland dated 8/8/91
Dated: February 10, 1997 *Stephen M. Ray
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Stephen M. Ray
Dated: February 10, 1997 ***Stephen M. Ray, Trustee
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Stephen M. Ray as Trustee, Settlor and
Beneficiary of the Stephen M. Ray Living
Trust, u/a/d 6/8/93
Dated: February 10, 1997 /s/ Robb L. Smith
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Robb L. Smith
Dated: February 10, 1997 By: /s/ Robb L. Smith
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Robb L. Smith, Attorney-in-Fact
* Power of Attorney previously filed and incorporated herein by reference to
Exhibit 3 to Schedule 13G filed February 14, 1992.
** Power of Attorney previously filed and incorporated herein by reference to
Exhibit 3 to Amendment No. 1 to Schedule 13G filed February 12, 1993.
*** Power of Attorney previously filed and incorporated herein by reference to
Exhibit 3 to Amendment No. 2 to Schedule 13G filed February 14, 1994.
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CUSIP No. 421933 10 2 (Page 7 of 9 Pages)
EXHIBIT 1
NOTICE OF DISSOLUTION OF GROUP
Prior to this Amendment No. 5, this Schedule 13G had been filed, pursuant
to Rule 13d-5(b)(1), on behalf of a group consisting of William J. Schoen;
William J. Schoen as Trustee of the William J. Schoen Revocable Trust, u/a/d
1/19/88; Earl P. Holland; Earl P. Holland as Trustee of the Declaration of
Trust for the Benefit of Earl P. Holland dated 8/8/91; Stephen M. Ray; Stephen
M. Ray as Trustee, Settlor and Beneficiary of the Stephen M. Ray Living Trust,
u/a/d 6/8/93; and Robb L. Smith. Each of the members the group was party to a
certain Officers'-Stockholders' Agreement dated as of January 11, 1991, pursuant
to which William J. Schoen was granted an irrevocable proxy to vote all shares
of the Issuer owned by the members of the group in accordance with the decision
of the holders of a majority of such shares. Such Officers'-Stockholders'
Agreement terminated by its terms, and the group dissolved, on February 5, 1996.
All further filings with respect to transactions in the Issuer's Class A
Common Stock will be filed, if required, by the former members of the group in
their respective individual capacities.
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CUSIP No. 421933 10 2 (Page 8 of 9 Pages)
EXHIBIT 2
AGREEMENT
The undersigned agree that this Amendment No. 5 to Schedule 13G under the
Securities Exchange Act of 1934, as amended, relating to shares of the Class A
Common Stock of Health Management Associates, Inc., to which this Agreement is
an Exhibit and which is to be filed with the Securities and Exchange Commission
on or before February 14, 1997, is filed on behalf of each of the undersigned.
This Agreement may be executed in several counterparts, each of which shall
be an original but all of which together shall constitute one and the same
instrument.
Dated: February 10, 1997 /s/ William J. Schoen
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William J. Schoen
Dated: February 10, 1997 *William J. Schoen, Trustee
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William J. Schoen as Trustee of the William J.
Schoen Revocable Trust, u/a/d 1/19/88
Dated: February 10, 1997 *Earl P. Holland
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Earl P. Holland
Dated: February 10, 1997 **Earl P. Holland, Trustee
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Earl P. Holland as Trustee of the Declaration
of Trust for the Benefit of Earl P. Holland
dated 8/8/91
Dated: February 10, 1997 *Stephen M. Ray
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Stephen M. Ray
Dated: February 10, 1997 ***Stephen M. Ray, Trustee
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Stephen M. Ray as Trustee, Settlor and Bene-
ficiary of the Stephen M. Ray Living Trust,
u/a/d 6/8/93
Dated: February 10, 1997 /s/ Robb L. Smith
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Robb L. Smith
Dated: February 10, 1997 By: /s/ Robb L. Smith
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Robb L. Smith, Attorney-in-Fact
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CUSIP No. 421933 10 2 (Page 9 of 9 Pages)
* Power of Attorney previously filed and incorporated herein by reference to
Exhibit 3 to Schedule 13G filed February 14, 1992.
** Power of Attorney previously filed and incorporated herein by reference to
Exhibit 3 to Amendment No. 1 to Schedule 13G filed February 12, 1993.
*** Power of Attorney previously filed and incorporated herein by reference to
Exhibit 3 to Amendment No. 2 to Schedule 13G filed February 14, 1994.
