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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
MARK ONE /X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ____________TO___________
COMMISSION FILE NUMBER 33-89514
RAMSAY MANAGED CARE, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 72-1249464
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ENTERGY CORPORATION BUILDING
639 LOYOLA AVENUE, SUITE 1725 70113
NEW ORLEANS, LOUISIANA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
INSURER'S TELEPHONE NUMBER, INCLUDING AREA CODE (504) 585-0515
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
--------------------- -----------------------------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PAST 12
MONTHS OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH
REPORTS, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90
DAYS. YES X NO .
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CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM
405 OF REGULATION S-B IS CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB. /X/
STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR. $21,602,000
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-
AFFILIATES, COMPUTE BY REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR
THE AVERAGE BID AND ASKED PRICES OF SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60
DAYS TO THE DATE OF FILING.
AGGREGATE MARKET VALUE AS OF SEPTEMBER 13, 1996.....$ 3,598,484
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
COMMON STOCK, $.01 PAR VALUE, AS OF SEPTEMBER 13, 1996.... 6,397,304
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES NO X
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DOCUMENTS INCORPORATED BY REFERENCE
LIST HEREUNDER THE DOCUMENTS, ALL OR PORTIONS OF WHICH ARE INCORPORATED BY
REFERENCE HEREIN, AND THE PART OF THE FORM 10-KSB INTO WHICH THE DOCUMENT IS
INCORPORATED:
DEFINITIVE PROXY STATEMENT TO BE FILED WITH RESPECT TO THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON NOVEMBER 21, 1996--PART III.
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ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is party to certain claims, suits
and complaints, whether arising from the acts or omissions of its
employees, providers or others which arise in the ordinary course of
business. As both the number of people serviced by the Company's programs
and the number of providers under contract with the Company increase, the
probability of the Company being subject to legal liability predicated on
claims alleging malpractice or related legal theories also increases.
Currently, there are no such claims, suits or complaints pending which, in
the opinion of management, would have a material adverse effect on the
Company's business, financial condition, results of operation or liquidity.
The Company and its subsidiaries Apex, Apex Healthcare of
Louisiana, Inc., Apex Healthcare of Alabama, Inc. and Apex Healthcare of
Mississippi, Inc. commenced an action on July 1, 1996 in the Circuit Court
of Jefferson County, Alabama against Parveez A. Oliaii (a former officer of
the Company and the former chief executive officer of Apex), Berenson
Minella & Company, Wexford Capital Corporation, Wexford Management LLC,
Apex Acquisition Corporation and Karen M. Ryugo. The complaint alleges
that all defendants tortiously and fraudulently interfered with the
Company's proposed sale of Apex, including its subsidiaries, and alleges
that Mr. Oliaii breached his employment contract with the Company and his
fiduciary duties to all plaintiffs. The complaint seeks damages in an
amount of no less than $3 million, plus punitive damages. Mr. Oliaii has
asserted a counterclaim alleging that the plaintiffs breached his
employment contract by terminating him without cause and failing to pay him
certain compensation allegedly owed pursuant to the employment contract.
Mr. Oliaii's counterclaim seeks damages of at least $325,000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
amendment to be signed on its behalf by the undersigned thereunto fully
authorized.
DATED: OCTOBER 21, 1996
RAMSAY MANAGED CARE, INC.
BY: /S/ WARWICK D. SYPHERS
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WARWICK D. SYPHERS
EXECUTIVE VICE PRESIDENT
Pursuant to the requirements of the Securities and Exchange Act
of 1934, this amendment has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
DATE SIGNATURE/TITLE
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DATED: OCTOBER 21, 1996
BY: */s/ PAUL J. RAMSAY
---------------------------------
PAUL J. RAMSAY
CHAIRMAN OF THE BOARD
AND DIRECTOR
DATED: OCTOBER 21, 1996
BY: */s/ LUIS E. LAMELA
---------------------------------
LUIS E. LAMELA
VICE-CHAIRMAN
DATE SIGNATURE/TITLE
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DATED: OCTOBER 21, 1996
BY: /S/ WARWICK D. SYPHERS
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WARWICK D. SYPHERS
EXECUTIVE VICE PRESIDENT, AND
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
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DATED: BY:_________________________________
AARON BEAM, JR.
DIRECTOR
DATED: OCTOBER 21, 1996 BY: */s/ PETER J. EVANS
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PETER J. EVANS
DIRECTOR
DATED: OCTOBER 21, 1996 BY: */s/ THOMAS M. HAYTHE
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THOMAS M. HAYTHE
DIRECTOR
DATED: BY:_________________________________
MOISES E. HERNANDEZ
DIRECTOR
DATED: OCTOBER 21, 1996 BY: */s/ MICHAEL S. SIDDLE
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MICHAEL S. SIDDLE
DIRECTOR
* BY: /S/ WARWICK D. SYPHERS
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(WARWICK D. SYPHERS
ATTORNEY-IN-FACT)
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