MEDCATH INC
8-K, 1997-01-21
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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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) January 10, 1997




                              MEDCATH INCORPORATED
                            (Exact name of registrant
                          as specified in its charter)

       North Carolina                33-85458              56-1635096

(State or other jurisdiction       (Commission            (IRS Employer
      of incorporation)             File Number)        Identification No.)




         7621 Little Avenue, Suite 106, Charlotte, North Carolina 28226
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (704) 541-3228





                                                                     Page 1 of 8

<PAGE>

Item 5. Other Events

On January 10, 1997 MedCath Incorporated  announced that it has formed a venture
with the Arizona Heart  Institute to construct a new heart  hospital in Phoenix,
Arizona.  The Arizona  Heart  Hospital  will be owned and  operated by a limited
liability  company in which the Company  owns a majority  interest and serves as
manager. The venture plans to complete the hospital by Spring 1998.

On January 14, 1997, MedCath  Incorporated  announced that financial results for
the first  quarter  ended  December 31, 1996,  are expected to be on target with
consensus analyst  expectations of $0.15 per share. The Company also stated that
patient census and cardiovascular  procedure volumes at its first heart hospital
in McAllen, Texas, reached record levels during the first quarter.

On January 15, 1997,  MedCath  Incorporated  announced  that it  disagreed  with
several  points made in an article  about the  Company's  heart  hospital  which
appeared on January 15, 1997,  in certain  regional  editions of the Wall Street
Journal.

Exhibits:

            99.1 - Press Release dated January 10, 1997
            99.2 - Press Release dated January 14, 1997
            99.3 - Press Release dated January 15, 1997





















                                                                     Page 2 of 8

<PAGE>
                                    SIGNATURE


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                              MEDCATH INCORPORATED



Date: January 20, 1997           By:       /s/     Richard J. Post
                                          ------------------------------------
                                           Richard J. Post
                                           Chief Financial Officer


                                          /s/     Daniel L. Belongia
                                         -------------------------------------
                                           Daniel L. Belongia
                                           Vice President - Finance


























                                                                     Page 3 of 8

Exhibit 99.1


                      MEDCATH TO BUILD SIXTH HEART HOSPITAL

                   Completion of Facility in Phoenix, Arizona
                            Scheduled for Spring 1998


         Charlotte,  North Carolina  (January 10, 1997) -- MedCath  Incorporated
(Nasdaq/NM:MCTH)  today  announced that it has formed a venture with the Arizona
Heart  Institute  to  construct  a new heart  hospital to be located in Phoenix,
Arizona.  To be named the Arizona Heart Hospital,  the venture plans to complete
the  hospital by Spring  1998 and will be the  Company's  sixth  heart  hospital
project.  The Company currently  operates one heart hospital,  the McAllen Heart
Hospital,  and has four others in various  stages of  development.  The Arkansas
Heart  Hospital  and the Tucson  Heart  Hospital  are both  expected  to open in
calendar 1997 and the Austin Heart Hospital and the  Bakersfield  Heart Hospital
are both expected to open in calendar 1998.

The Arizona  Heart  Hospital  will be owned and operated by a limited  liability
company in which  MedCath owns a majority  interest  and serves as manager.  The
Arizona Heart Institute,  with over 50 physicians  specializing in the diagnosis
and treatment of heart  disease,  is another  major  investor.  Other  investors
include individual  cardiologists and cardiovascular surgeons. The Arizona Heart
Institute, led by Dr. Edward Diethrich, was founded in 1971 and was the nation's
first freestanding outpatient clinic devoted solely to the prevention, detection
and  treatment  of heart  and  blood  vessel  diseases.  The  Institute  and its
physician  partners are widely  recognized  as  innovators in the field of heart
disease diagnosis and advanced treatment modalities.

 Stephen R. Puckett,  president of MedCath said, "We are very excited about this
heart  hospital in Phoenix,  Arizona,  and our physician  partners.  The Arizona
Heart Institute is one of the premier cardiac care facilities in the world.  Dr.
Diethrich  is  an  internationally   renowned  cardiovascular  surgeon  who  has
pioneered  many  diagnostic  and  surgical  techniques,  all of which  have been
milestones  in  improving  the quality of cardiac  care.  He is  considered  the
authority on endovascular  surgery and leads an outstanding  group of physicians
at the  Institute  with whom we are very  pleased to have  joined  forces.  This
hospital  will be our  second  in the state of  Arizona  and,  coupled  with our
existing cath labs and physician group practice, gives us a very strong platform
on which to build a statewide integrated cardiovascular care system."

MedCath  Incorporated  is a provider of cardiology and  cardiovascular  services
through the operation of specialized  facilities and the management of physician
practices.  The Company  operates  one  specialty  heart  hospital  and has five
additional heart hospitals under  development,  manages three medical  practices
comprised of a total of 76 physicians, manages fixed-site cardiac diagnostic and
therapeutic  centers,  and  owns and  operates  mobile  cardiac  catheterization
laboratories serving networks of hospitals.


                                                                     Page 4 of 8

Exhibit 99.2

                     MEDCATH ON TARGET WITH STREET ESTIMATES

                CITES MAJOR IMPROVEMENTS AT FIRST HEART HOSPITAL


         Charlotte,  North Carolina  (January 14, 1997) -- MedCath  Incorporated
(Nasdaq/NM:MCTH)  today  announced that financial  results for the first quarter
ended  December 31, 1996,  are expected to be on target with  consensus  analyst
expectations of $0.15 per share. The Company also stated that patient census and
cardiovascular  procedure volumes at its first heart hospital in McAllen, Texas,
reached record levels during the first quarter.  The Company  expects to release
its first quarter results on January 27, 1997. Stephen R. Puckett,  president of
MedCath  said,  "We  are  confident  that  our  three  operating  divisions  are
performing at levels which will support these analyst estimates.  In particular,
I am pleased to report that our first heart  hospital  in  McAllen,  Texas,  has
continued to improve and was profitable during the first quarter."

Based upon its market analysis,  MedCath believes the McAllen Heart Hospital has
achieved a dominant market share in the region.  In calendar year 1996,  McAllen
Heart Hospital treated 2,330 patients in its cardiac cath labs which the Company
estimates  is  approximately  a 44% share of the cardiac  cath lab  marketplace.
During the year,  the Company  also  performed  354 open heart  procedures.  The
Company also  indicated  that the volume of patients  being  treated in its cath
labs and the  number  of open  heart  surgeries  have both  steadily  increased,
quarter by quarter, throughout 1996.

Mr. Puckett also stated,  "Approximately  82% of McAllen Heart  Hospital's first
quarter   gross   revenues  were   generated  by  patients   being  treated  for
cardiovascular  disease, with the remainder being split among our cardiovascular
home health  agency,  24-hour  Emergency  Room and other  related  surgical  and
support  procedures.  This mix of revenues validates our belief that the McAllen
Heart  Hospital has the ability to focus on  cardiovascular  disease while still
providing the full range of care required by this patient population."

In closing, Mr. Puckett said, "Currently, the medical staff of the McAllen Heart
Hospital has increased to 137,  including 14 cardiologists.  During the quarter,
one  physician,  who was  responsible  for  less  than 5% of the  cardiovascular
procedures  performed during that quarter,  left Valley Cardiology P.A. to start
an  independent  practice.  The group  replaced  the  departed  cardiologist  by
recruiting  an  additional  cardiologist  who has already  begun  practicing  in
McAllen.  We are very  pleased  with the  growing  number of  physicians  on our
medical  staff,  and we are excited  that our new hospital has been the catalyst
for expanding cardiology services in this underserved region."




                                                                     Page 5 of 8

<PAGE>

Statements contained in this press release which are not historical facts may be
considered  forward-looking  statements  as that term is defined in the  Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
subject to risks and  uncertainties  which could cause actual  results to differ
materially  from  those  projected.   Such  risks  and   uncertainties   include
construction and development  risks  associated with heart hospitals;  operating
losses and negative cash flows during the initial  operation of heart hospitals;
dependence  on  physician  relationships;  dependence  on  long-term  management
contracts;   fluctuations  in  quarterly  operating  results  from  seasonality,
population  shifts and other factors;  dependence on key management;  as well as
other risks  detailed in the Company's  filings with the Securities and Exchange
Commission.

MedCath  Incorporated  is a provider of cardiology and  cardiovascular  services
through the operation of specialized  facilities and the management of physician
practices.  The Company  operates  one  specialty  heart  hospital  and has five
additional heart hospitals under  development,  manages three medical  practices
comprised of a total of 76 physicians, manages fixed-site cardiac diagnostic and
therapeutic  centers,  and  owns and  operates  mobile  cardiac  catheterization
laboratories serving networks of hospitals.






























                                                                     Page 6 of 8

Exhibit 99.3


                 MEDCATH RESPONDS TO ARTICLE IN REGIONAL EDITION
                           OF THE WALL STREET JOURNAL

         Charlotte,  North Carolina  (January 15, 1997) -- MedCath  Incorporated
(Nasdaq/NM:MCTH) today announced that it disagreed with several points made in a
third article about the Company's heart hospital which appeared today in certain
regional editions of The Wall Street Journal.

Stephen R. Puckett, president of MedCath said, "I suppose we should be flattered
by a national publication's  continuing obsession with the day-to-day operations
of our little heart hospital in McAllen,  Texas. Instead,  we're reminded of Don
Quixote jousting with windmills, unable to distinguish between fact and fiction.
We're just a 60-bed  heart  hospital  trying to prove that  capitalism  and free
enterprise are alive and well in McAllen,  Texas.  Isn't there any real news out
there?"

Mr. Puckett added,  "The Wall Street Journal  insists on concerning  itself with
the  competitive  landscape in McAllen,  Texas,  while  ignoring the  remarkable
accomplishments  of our  hospital.  Our climb from 0% market share only one year
earlier to what the Company  believes is a dominant  44% cardiac cath lab market
share,  with  2,330  patients  in its  cardiac  cath  labs  and 354  open  heart
procedures  in 1996,  is not only proof of our  competitive  strength,  but also
validates our strategy.  In addition,  as of today, our census is 100% -- all 60
patient beds are full, and we have four patients  awaiting beds in the Emergency
Room."

 Mr. Puckett also stated, "We dispute The Wall Street Journal's  contention that
82% of first  quarter  gross  revenue,  generated by patients  being treated for
cardiovascular  disease,  is not  sufficient  to  establish  our  facility  as a
specialty  heart  hospital.  We are well  satisfied  with this  percentage.  The
remaining 18% revenue contribution is split among our cardiovascular home health
agency,   24-hour   Emergency  Room  and  other  related  surgical  and  support
procedures.  The article also  indicates  that 'an  increasing  number of ailing
hernias,  kidneys and prostate  glands' are being treated in the heart hospital.
In fact,  during the first quarter of 1997, the heart hospital  performed  three
hernia repairs, no prostate gland procedures and five kidney procedures."

The Wall Street Journal article also implied that two physician departures had a
significant  effect on the  hospital.  Mr.  Puckett  responded  by saying,  "The
hospital's  profitability is evidence of the lack of impact.  Also, it should be
noted  that Dr.  Villa,  one of the two  cardiologists,  took a leave of absence
beginning  in August 1996 to move to Florida due to personal  family  issues and
plans to continue his practice at McAllen Heart Hospital upon his return. In his
absence,  Dr.  Villa's  patients are being  treated by other  Valley  Cardiology
physicians;  therefore,  there has been no impact on the heart hospital from his
departure.





                                                                     Page 7 of 8
<PAGE>

"In addition, Dr. Koolwal, who left Valley Cardiology P.A. to start an 
independent  practice,  was responsible for less than 5% of the cardiovascular
procedures performed during the quarter immediately prior to his departure.  The
group  replaced  the  departed cardiologist by recruiting an additional
cardiologist who has already begun practicing in McAllen. No other cardiologists
have left, and we have continued to add physicians to our medical staff."

In conclusion, Mr. Puckett said, "We remain convinced that our strategy is sound
and the concept viable.  Nevertheless,  ignoring hard facts and statistics,  The
Wall Street Journal quoted a short seller who stated that 'this thing looks like
a lot of hype.'  Actually,  we believe the short seller may have been  confused.
Perhaps, he was referring to this newspaper article when he made that comment."

Statements contained in this press release which are not historical facts may be
considered  forward-looking  statements  as that term is defined in the  Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
subject to risks and  uncertainties  which could cause actual  results to differ
materially  from  those  projected.   Such  risks  and   uncertainties   include
construction and development  risks  associated with heart hospitals;  operating
losses and negative cash flows during the initial  operation of heart hospitals;
dependence  on  physician  relationships;  dependence  on  long-term  management
contracts;   fluctuations  in  quarterly  operating  results  from  seasonality,
population  shifts and other factors;  dependence on key management;  as well as
other risks  detailed in the Company's  filings with the Securities and Exchange
Commission.

MedCath  Incorporated  is a provider of cardiology and  cardiovascular  services
through the operation of specialized  facilities and the management of physician
practices.  The Company  operates  one  specialty  heart  hospital  and has five
additional heart hospitals under  development,  manages three medical  practices
comprised of a total of 76 physicians, manages fixed-site cardiac diagnostic and
therapeutic  centers,  and  owns and  operates  mobile  cardiac  catheterization
laboratories serving networks of hospitals.

















                                                                     Page 8 of 8




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