<PAGE>
--------------------
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 OMB Number:
3235-0058
FORM 12b-25 Expires:
May 31, 1997
NOTIFICATION OF LATE FILING Estimated
average burden
hours per
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K response....2.50
[X] Form 10-Q [_] Form N-SAR --------------------
--------------------
For Period Ended: December 31, 1996 SEC FILE NUMBER
------------------------------------ 0-26666
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K CUSIP NUMBER
[_] Transition Report on Form 10-Q 75158E 10 1
[_] 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
One Alhambra Plaza, Suite 750
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Coral Gables, Florida 33134
- --------------------------------------------------------------------------------
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 effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
[X] be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or 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 the Form 10-K, 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 of 1940 during the
preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed?
If the answer is no, identify report(s). [X] Yes [_] No
---------------------------------------------------------------------------
(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 earnings statements to
be included in the subject report or portion thereof? [X] Yes [_] No
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 February 13, 1997 By /s/ Warwick D. Syphers
---------------------------------- --------------------------------------
Warwick D. Syphers, Executive Vice
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 Filers. 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 ((S) 232.201 or (S) 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S) 232.13(b) of this chapter).
<PAGE>
Ramsay Managed Care, Inc.
Exhibit A to Form 12b-25
As a result of unforeseen delays in connection with the
preparation of the registrant's quarter-end financial statements, the
registrant is unable to file its Quarterly Report on Form 10-Q 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 fiscal quarter ended December 31,
1996 from the corresponding period for the last fiscal year. The
registrant expects to report a net loss of ($239,000) for the fiscal
quarter ended December 31, 1996. This compares to a net loss of
($1,014,000) for the fiscal quarter ended December 31, 1995.
