UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-26666
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(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K CUSIP NUMBER
|_| Form 10-Q |_| Form N-SAR |X| Form 10-QSB 75158E101
For Period Ending: September 30, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________
Read Instruction (on back page) Before Preparing form. Please Print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
_______________________________________________________________________________
PART I - REGISTRANT INFORMATION
Ramsay Managed Care, Inc.
_______________________________________________________________________________
Full Name of Registrant
N/A
_______________________________________________________________________________
Former Name if Applicable
Entergy Corporation Building, 639 Loyola Avenue, Suite 1725
_______________________________________________________________________________
Address of Principal Executive Office (Street and Number)
New Orleans, Louisiana 70113
_______________________________________________________________________________
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b- 25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
|X| effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of transition report on form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Exhibit A attached hereto
(Attach Extra Sheets if Needed)
SEC 1344 (6/94)
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bradley P. Cost, Esq. 212 880-6000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act
of 1934 or Section 30 of the investment Company Act |X| Yes |_| No
of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to
file such report(s) been filed? If answer is no,
identify report(s):
________________________________________________________________________________
(3) Is it anticipated that any significant change in
results of operations from the corresponding period
for the last fiscal year will be reflected by the |X| Yes |_| No
earnings statements to be included in the subject
report or portion thereof?
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Exhibit B attached hereto
Ramsay Managed Care, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 1996 By /s/ Bert G. Cibran
Bert G. Cibran, President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Files. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (section 232.201 or section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (section 232.13(b) of this chapter).
<PAGE>
Ramsay Managed Care, Inc.
Exhibit A to Form 12b-25
As a result of unforseen delays in connection with the preparation of the
registrant's quarterly financial statements, the registrant is unable to file
its Quarterly Report on Form 10-QSB within the prescribed time period. The
registrant cannot eliminate the reasons for its inability to file the forgoing
Report without unreasonable effort and/or expense. The foregoing Report will be
filed no later than the fifth calendar day following the prescribed due date for
the Report.
<PAGE>
Ramsay Managed Care, Inc.
Exhibit B to Form 12b-25
The registrant anticipates that it will report a change in its results of
operations for the three month period ended September 30, 1996 from the
corresponding three month period in the last fiscal year.
The registrant expects to report a net loss of ($592,000) for the three months
ended September 30, 1996. This compares to a net loss of ($834,000) for the
three months ended September 30, 1995.
