CUSIP NO. 749084 10 9 Page 1 of 19 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )[FN1]
Quorum Health Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
749084 10 9
(CUSIP Number)
Welsh, Carson, Anderson Robert A. Schwed, Esq.
& Stowe VIII, L.P., Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Laura VanBuren New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
- ------------------
[FN1] 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
<PAGE>
CUSIP NO. 749084 10 9 Page 2 of 19 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
I.R.S. Identification son & Stowe VIII, L.P.
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 3,040,000 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting
Power -0-
9) Sole Disposi- 3,040,000 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 3,040,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.2%
Amount in Row (11)
14) Type of Reporting
Person PN
<PAGE>
CUSIP NO. 749084 10 9 Page 3 of 19 Pages
1) Name of Reporting Person Patrick J. Welsh
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting 304,648 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- 304,648 shares of
tive Power Common Stock
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,344,648 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate Excludes 36,000
Amount in Row (11) shares held by three
Excludes Certain Shares trusts for the
Reporting Person's
children and 75,000
shares held by The
Welsh Family
Foundation
13) Percent of Class
Represented by 4.6%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 4 of 19 Pages
1) Name of Reporting Person Russell L. Carson
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting 1,733,529 shares of
Shares Beneficially Power Common Stock
Owned by Each (including shares
Reporting Person issuable upon
With exercise of options)
8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- 1,733,529 shares of
tive Power Common Stock
(including shares
issuable upon
exercise of options)
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 4,773,529 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate Excludes 3,000
Amount in Row (11) shares held by a
Excludes Certain Shares trust for the
Reporting Person's
children and 2,072
shares held by
Carson Associates,
Inc.
13) Percent of Class
Represented by 6.6%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 5 of 19 Pages
1) Name of Reporting Person Bruce K. Anderson
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting 1,500,000 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- 1,500,000 shares of
tive Power Common Stock
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 4,540,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 6.3%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 6 of 19 Pages
1) Name of Reporting Person Andrew M. Paul
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting 24,782 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- 24,782 shares of
tive Power Common Stock
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,064,782 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate Excludes 3,000
Amount in Row (11) shares held by the
Excludes Certain Shares Andrew M. Paul
Family Foundation
13) Percent of Class
Represented by 4.2%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 7 of 19 Pages
1) Name of Reporting Person Thomas E. McInerney
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting 134,411 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- 134,411 shares of
tive Power Common Stock
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,174,411 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.4%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 8 of 19 Pages
1) Name of Reporting Person Laura VanBuren
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- -0-
tive Power
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,040,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.2%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 9 of 19 Pages
1) Name of Reporting Person Robert A. Minicucci
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting 53,774 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- 53,774 shares of
tive Power Common Stock
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,093,774 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.3%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 10 of 19 Pages
1) Name of Reporting Person Anthony J. deNicola
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- -0-
tive Power
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,040,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.2%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 11 of 19 Pages
1) Name of Reporting Person Paul B. Queally
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- -0-
tive Power
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,040,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.2%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 12 of 19 Pages
1) Name of Reporting Person Lawrence B. Sorrell
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting 3,040,000 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- -0-
tive Power
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,040,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.2%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 13 of 19 Pages
1) Name of Reporting Person Priscilla A. Newman
I.R.S. Identification
No. of Above Person
(Entities Only)
2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United States
Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With 8) Shared Voting 3,040,000 shares of
Power Common Stock
9) Sole Disposi- -0-
tive Power
10) Shared Dis- 3,040,000 shares of
positive Power Common Stock
11) Aggregate Amount Beneficially 3,040,000 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 4.2%
Amount in Row (11)
14) Type of Reporting
Person IN
<PAGE>
CUSIP NO. 749084 10 9 Page 14 of 19 Pages
Schedule 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Quorum Health Group, Inc., a Delaware corporation ("Quorum"
or the "Issuer"). The principal executive offices of the Issuer are located at
103 Continental Place, Brentwood, Tennessee 37027.
Item 2. Identity and Background.
(a) Pursuant to Rules 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this statement on Schedule 13D
on behalf of Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware limited
partnership ("WCAS VIII"), Patrick J. Welsh, Russell L. Carson,
Bruce K. Anderson, Andrew M. Paul, Thomas E. McInerney, Laura VanBuren, Robert
A. Minicucci, Anthony J. deNicola, Paul B. Queally, Lawrence B. Sorrell and
Priscilla A. Newman (collectively, the "Reporting Persons"). The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act. The
agreement among the Reporting Persons to file as a group (the "Group Agreement")
is attached hereto as Exhibit A.
(b)-(c) WCAS VIII is a Delaware limited partnership. The principal
business of WCAS VIII is that of a private investment partnership. The sole
general partner of WCAS VIII is WCAS VIII Associates L.L.C., a Delaware limited
liability company ("VIII Associates"). The principal business of VIII Associates
is that of acting as the general partner of WCAS VIII. Patrick J. Welsh, Russell
L. Carson, Bruce K. Anderson, Andrew M. Paul, Thomas E. McInerney, Laura
VanBuren, Robert A. Minicucci, Anthony J. deNicola, Paul B. Queally, Lawrence B.
Sorrell and Priscilla A. Newman are the managing members of VIII Associates. The
principal business address of VIII Associates and of each Reporting Person is
320 Park Avenue, Suite 2500, New York, New York 10022. The managing members of
VIII Associates are citizens of the United States.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
<PAGE>
CUSIP NO. 749084 10 9 Page 15 of 19 Pages
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been 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.
Item 3. Source and Amount of Funds and Other Consideration.
Between December 22, 1998 and February 26, 1999, WCAS VIII
purchased an aggregate 3,040,000 shares of Common Stock, at an average purchase
price of $8.79 per share, in open market transactions. The source of funds for
such purchases was WCAS VIII's working capital, or funds available
for investment.
Item 4. Purpose of Transaction.
WCAS VIII has acquired securities of the Issuer for investment
purposes. WCAS VIII will continue to review its investment in the Issuer and
reserves the right, based on such review, to acquire additional securities of
the Issuer, or to dispose of any or all of the securities purchased by it, or
otherwise change its intentions with respect to its investment.
Item 5. Interest in Securities of the Issuer.
The following information is based on a total of 72,281,990 shares of
Common Stock outstanding as of February 10, 1999, as reported in the Issuer's
Report on Form 10-Q for the quarterly period ended December 31, 1998, as filed
with the Securities and Exchange Commission on February 16, 1999.
(a)
(i) WCAS VIII owns 3,040,000 shares of Common Stock, or approximately
4.2% of the Common Stock outstanding. VIII Associates, as the general partner of
WCAS VIII, may be deemed to beneficially own the securities owned by WCAS VIII.
(ii) Patrick J. Welsh directly beneficially owns 304,648 shares of
Common Stock, and indirectly beneficially owns (through WCAS VIII) 3,040,000
shares of Common Stock, or, in the aggregate, 3,344,648 shares of Common Stock
or approximately 4.6% of the Common Stock outstanding.
(iii) Russell L. Carson directly beneficially owns 1,733,529 shares of
Common Stock (including shares issuable upon exercise of stock options that are
presently exercisable or exercisable within 60 days), and indirectly
beneficially owns (through WCAS VIII) 3,040,000 shares of Common Stock, or, in
the aggregate, 4,773,529 shares of Common Stock or approximately 6.6% of the
Common Stock outstanding.
<PAGE>
CUSIP NO. 749084 10 9 Page 16 of 19 Pages
(iv) Bruce K. Anderson directly beneficially owns 1,500,000 shares of
Common Stock, and indirectly beneficially owns (through WCAS VIII) 3,040,000
shares of Common Stock, or, in the aggregate, 4,540,000 shares of Common Stock
or approximately 6.3% of the Common Stock outstanding.
(v) Andrew M. Paul directly beneficially owns 24,782 shares of Common
Stock, and indirectly beneficially owns (through WCAS VIII) 3,040,000 shares of
Common Stock, or, in the aggregate, 3,064,782 shares of Common Stock or
approximately 4.2% of the Common Stock outstanding.
(vi) Thomas E. McInerney directly beneficially owns 134,411 shares of
Common Stock, and indirectly beneficially owns (through WCAS VIII) 3,040,000
shares of Common Stock, or, in the aggregate, 3,174,411 shares of Common Stock
or approximately 4.4% of the Common Stock outstanding.
(vii) Laura VanBuren indirectly beneficially owns (through WCAS VIII)
3,040,000 shares of Common Stock, or approximately 4.2% of the Common Stock
outstanding.
(viii) Robert A. Minicucci directly beneficially owns 53,774 shares of
Common Stock, and indirectly beneficially owns (through WCAS VIII) 3,040,000
shares of Common Stock, or, in the aggregate, 3,093,774 shares of Common Stock
or approximately 4.3% of the Common Stock outstanding.
(ix) Anthony J. deNicola indirectly beneficially owns (through WCAS
VIII) 3,040,000 shares of Common Stock, or approximately 4.2% of the Common
Stock outstanding.
(x) Paul B. Queally indirectly beneficially owns (through WCAS VIII)
3,040,000 shares of Common Stock, or approximately 4.2% of the Common Stock
outstanding.
(xi) Lawrence B. Sorrell indirectly beneficially owns (through WCAS
VIII) 3,040,000 shares of Common Stock, or approximately 4.2% of the Common
Stock outstanding.
(xii) Priscilla A. Newman indirectly beneficially owns (through WCAS
VIII) 3,040,000 shares of Common Stock, or approximately 4.2% of the Common
Stock outstanding.
<PAGE>
CUSIP NO. 749084 10 9 Page 17 of 19 Pages
(b) The managing members of VIII Associates may be deemed to share the
power to vote or direct the voting of and to dispose or direct the disposition
of the Common Stock owned by WCAS VIII. Each such person has the sole power to
vote or direct the voting of and to dispose or direct the disposition of only
the shares of the Common Stock that he or she directly beneficially owns. Each
of the managing members of VIII Associates disclaims beneficial ownership of all
shares of Common Stock other than the shares he or she owns directly or by
virtue of his or her indirect pro rata interest, as a managing member of VIII
Partners, in the shares owned by WCAS VIII.
(c) Except as described in this statement, none of the entities or
individuals identified in Item 2 above has effected any transactions in the
Common Stock during the past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of, the shares of
Common Stock owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
Not Applicable.
Item 7. Material to Be Filed as Exhibits.
Exhibit A -- Group Agreement (Appears at Page 21)
<PAGE>
CUSIP NO. 749084 10 9 Page 18 of 19 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: March 22, 1999
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC, General
Partner
By: /s/ Laura VanBuren
Managing Member
/s/ Laura VanBuren
Attorney-in-Fact/Patrick J. Welsh
/s/ Laura VanBuren
Attorney-in-Fact/Russell L. Carson
/s/ Laura VanBuren
Attorney-in-Fact/Bruce K. Anderson
/s/ Laura VanBuren
Attorney-in-Fact/Andrew M. Paul
/s/ Laura VanBuren
Attorney-in-Fact/Thomas E. McInerney
/s/ Laura VanBuren
Laura VanBuren
/s/ Laura VanBuren
Attorney-in-Fact/Robert A. Minicucci
/s/ Laura VanBuren
Attorney-in-Fact/Anthony J. deNicola
/s/ Laura VanBuren
Attorney-in-Fact/Paul B. Queally
/s/ Laura VanBuren
Attorney-in-Fact/Lawrence B. Sorrell
/s/ Laura VanBuren
Attorney-in-Fact/Priscilla A. Newman
<PAGE>
CUSIP NO. 749084 10 9 Page 19 of 19 Pages
EXHIBIT A
AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of 13d-1(k) under the Securities Exchange Act
of 1934, as amended.
Dated: March 22, 1999
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC, General
Partner
By: /s/ Laura VanBuren
Managing Member
/s/ Laura VanBuren
Attorney-in-Fact/Patrick J. Welsh
/s/ Laura VanBuren
Attorney-in-Fact/Russell L. Carson
/s/ Laura VanBuren
Attorney-in-Fact/Bruce K. Anderson
/s/ Laura VanBuren
Attorney-in-Fact/Andrew M. Paul
/s/ Laura VanBuren
Attorney-in-Fact/Thomas E. McInerney
/s/ Laura VanBuren
Laura VanBuren
/s/ Laura VanBuren
Attorney-in-Fact/Robert A. Minicucci
/s/ Laura VanBuren
Attorney-in-Fact/Anthony J. deNicola
/s/ Laura VanBuren
Attorney-in-Fact/Paul B. Queally
/s/ Laura VanBuren
Attorney-in-Fact/Lawrence B. Sorrell
/s/ Laura VanBuren
Attorney-in-Fact/Priscilla A. Newman
