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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):
April 1, 1997
RAMSAY MANAGED CARE, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-26666 72-1249464
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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Columbus Center
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 569-6993
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 6
Index to Exhibits at Page 5
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Item 2. Acquisition or Disposition of Assets.
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On April 1, 1997 the Registrant completed the sale of all of the issued
and outstanding shares of common stock, $.01 par value (the "Apex Shares"), of
Apex Healthcare, Inc., a Delaware corporation and wholly owned subsidiary of the
Registrant ("Apex"), to RoTech Medical Corporation, a Florida corporation (the
"Buyer"). Apex is engaged in the business of operating HMOs and related
businesses in the states of Alabama, Louisiana and Mississippi. No material
relationships exist between the Buyer, its affiliates, officers or directors,
and the Registrant, its affiliates, officers or directors.
The purchase price for Apex was $4,350,000 in cash, subject to certain
adjustments. Further information concerning the sale of Apex is contained in the
Registrant's press release dated April 1, 1997 (see Exhibit 99 hereto), which
press release is incorporated herein by reference.
The determination of the consideration for the sale of the Apex Shares
was based on arms length negotiations between the Registrant and the Buyer.
Page 2 of 6 pages
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Item 7.
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(c) Exhibits:
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The exhibits required to be filed as part of this Report are listed in
the attached Index to Exhibits.
Page 3 of 6 pages
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
RAMSAY MANAGED CARE, INC.
By /s/ Warwick D. Syphers
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Name: Warwick D. Syphers
Title: Executive Vice
President and Chief
Financial Officer
Dated: April 15, 1997
Page 4 of 6 pages
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Index to Exhibits
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Exhibit Sequential
Number Description Page Location
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2.1 Stock Purchase Agreement dated as of __
October 30, 1996 by and among Apex
Healthcare, Inc., Ramsay Managed Care,
Inc. and RoTech Medical Corporation
(incorporated by reference to Exhibit
2.2 to the Registrant's Quarterly
Report on Form 10-QSB for the quarter
ended September 30, 1996). Pursuant
to Reg. S-B, Item 601(b)(2), the
Registrant agrees to furnish a copy of
the Disclosure Schedules to such Stock
Purchase Agreement to the Commission
upon request.
99 Press Release of the Registrant dated 6
April 1, 1997.
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Page 5 of 6 pages
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EXHIBIT 99
RAMSAY MANAGED CARE, INC.
Columbus Center
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
RAMSAY MANAGED CARE, INC.
ANNOUNCES COMPLETION OF SALE OF HMO DIVISION
Coral Gables, FL, April 1, 1997 -- Ramsay Managed Care, Inc.
(NASDAQ:RMCR) today announced that it had completed the sale of its HMO
Division, Apex Healthcare, Inc., to an established healthcare provider for a
purchase price of $4.35 million.
Paul J. Ramsay, Chairman of the Board, commented "We are very pleased
with the completion of the sale of Apex Healthcare, Inc. The sale is consistent
with our future strategy and will allow the company to concentrate on its
current business and other synergistic opportunities."
Ramsay Managed Care, Inc. operates a long established business in the
management of mental health services and substance abuse programs on behalf of
self insured employers, health maintenance organizations (HMOs), and
governmental agencies in various states. The Company yesterday announced that it
will hold a Special Meeting of Stockholders on April 18, 1997 for the purpose of
obtaining stockholder approval of its previously announced merger with Ramsay
Health Care, Inc.
CONTACT: Bert Cibran, President & COO, Ramsay Managed Care, 305-569-
4621/CO: Ramsay Managed Care, Inc.; Apex Healthcare, Inc.
Page 6 of 6 pages
