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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Ramsay Managed Care, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
75158E 10 1
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 pages
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CUSIP NO. 75158E 10 1 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ramsay Holdings HSA Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 552,428
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 8 SHARED DISPOSITIVE POWER
552,428
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,428
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 9 Pages
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CUSIP NO. 75158E 10 1 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Ramsay Holdings Pty. Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Australia
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 738,173
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
8 SHARED DISPOSITIVE POWER
738,173
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
738,173
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 9 Pages
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CUSIP NO. 75158E 10 1 13G Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Ramsay Hospitals Pty. Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Australia
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 6,913,173
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
8 SHARED DISPOSITIVE POWER
6,913,173
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,913,173
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.3%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 9 Pages
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CUSIP NO. 75158E 10 1 13G Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Ramsay
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 6,913,173
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
8 SHARED DISPOSITIVE POWER
6,913,173
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,913,173
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
70.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 9 Pages
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CUSIP No. 75158E 10 1 Page 6 of 9 Pages
Note: This Amendment No. 1 to the Schedule 13G dated February 13, 1996 is being
restated in order to comply with Rule 101(a)(2)(ii) of Regulation S-T.
Item 1(a). Name of Issuer:
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The name of the issuer is Ramsay Managed Care, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
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The principal executive offices of the Company are located at One
Alhambra Plaza, Suite 750, Coral Cables, Florida 33134.
Item 2(a). Names of Persons Filing:
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This statement is being filed by: (a) Ramsay Holdings HSA Ltd.
("Ramsay HSA"), which is indirectly controlled by Paul Ramsay Holdings Pty.
Limited ("Ramsay Holdings") which is controlled by Paul J. Ramsay ("Ramsay"),
and Paul Ramsay Hospitals Pty. Ltd. ("Ramsay Hospitals"), which is controlled by
Ramsay; (b) Ramsay Holdings; (c) Ramsay Hospitals; and (d) Ramsay.
Item 2(b). Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of Ramsay
Hospitals, Ramsay Holdings and Ramsay is 154 Pacific Highway, 7th Floor,
Greenwich NSW, Australia and the address of the principal business office of
Ramsay HSA is c/o The Corporate Secretary Limited, Alleyne House, White Park
Road, P.O. Box 806, East Bridgetown, Barbados.
Item 2(c). Citizenship:
-----------
Ramsay HSA is an international business company organized under the
laws of Barbados. Each of Ramsay Holdings and Ramsay Hospitals is a company of
limited liability organized under the laws of New South Wales, Australia.
Ramsay is a citizen of Australia.
Item 2(d). Title of Class of Securities:
----------------------------
The securities to which this statement relates are shares of the
common stock, $.01 par value (the "Common Stock"), of the Company.
Item 2(e). CUSIP Number:
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The CUSIP number of the Common Stock is 75158E 10 1.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
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check whether the person filing is a:
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Not applicable.
Item 4. Ownership.
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(1) RAMSAY HSA
(a) As of December 31, 1996, Ramsay HSA beneficially owned, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), 552,428 shares of Common Stock of the Company (such
amount consists of 552,428 shares of Common Stock owned directly by Ramsay
HSA).
(b) The shares of Common Stock owned beneficially by Ramsay HSA
represent, to the best knowledge of Ramsay HSA, approximately 8.6% of the
issued and outstanding shares of the Common Stock of the Company.
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CUSIP No. 75158E 10 1 Page 7 of 9 Pages
(c) Ramsay HSA shares the power to vote or to direct the voting
of 552,428 shares of Common Stock and to dispose of or to direct the
disposition of 552,428 shares of Common Stock.
(2) RAMSAY HOLDINGS
(a) As of December 31, 1996, Ramsay Holdings beneficially owned,
for purposes of Rule 13d-3 under the Act, 738,173 shares of Common Stock of
the Company.
(b) The shares of Common Stock owned beneficially by Ramsay
Holdings represent, to the best knowledge of Ramsay Holdings, approximately
11.5% of the issued and outstanding shares of the Common Stock of the
Company (such amount includes (i) 185,745 shares of Common Stock owned
directly by Ramsay Holdings and (ii) 552,428 shares of Common Stock owned
directly by Ramsay HSA).
(c) Ramsay Holdings shares the power to vote or to direct the
voting of 738,173 shares of Common Stock and to dispose or direct the
disposition of 738,173 shares of Common Stock.
(3) RAMSAY HOSPITALS
(a) As of December 31, 1996, Ramsay Hospitals beneficially owned,
for purposes of Rule 13d-3 under the Act, 6,913,173 shares of Common Stock
of the Company (such amount includes (i) 2,750,000 shares of Common Stock
owned directly by Ramsay Hospitals, (ii) 425,000 shares of Common Stock
issuable upon exercise of currently exercisable warrants to purchase shares
of Common Stock held by Ramsay Hospitals, (iii) 3,000,000 shares of Common
Stock issuable upon the conversion of 100,000 shares of the 1996 Preferred
Stock, $.01 par value, of the Company and (iv) 738,173 shares of Common
Stock beneficially owned by Ramsay Holdings).
(b) The shares of Common Stock owned beneficially by Ramsay
Hospitals represent, to the best knowledge of Ramsay Hospitals,
approximately 70.3% of the issued and outstanding shares of the Common
Stock of the Company.
(c) Ramsay Hospitals shares the power to vote or to direct the
voting of 6,913,173 shares of Common Stock and to dispose or direct the
disposition of 6,913,173 shares of Common Stock.
(4) RAMSAY
(a) As of December 31, 1996, Ramsay beneficially owned, for
purposes of Rule 13d-3 under the Act, 6,913,173 shares of Common Stock of
the Company.
(b) The shares of Common Stock owned beneficially by Ramsay
represent, to the best knowledge of Ramsay, approximately 70.3% of the
issued and outstanding shares of the Common Stock of the Company (such
amount consists of 6,913,173 shares of Common Stock beneficially owned by
Ramsay Hospitals).
(c) Ramsay shares the power to vote or to direct the voting of
6,913,173 shares of Common Stock and to dispose or to direct the
disposition of the 6,913,173 shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
---------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
------------------------------------------------ --------------
Not applicable.
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CUSIP NO. 75158E 10 1 13G Page 8 of 9 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on by the Parent Holding Company.
------------------------------------------------------------
Not applicable.
Item 8. Identification and Classification of Members of the Group.
---------------------------------------------------------
The members of the Group filing this statement are Ramsay HSA,
Ramsay Holdings, Ramsay Hospitals and Ramsay.
Item 9. Notice of Dissolution of Group.
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Not applicable.
Item 10. Certification.
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Not applicable.
Signatures
- ----------
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: February 10, 1997
PAUL J. RAMSAY
By:/s/ Bradley P. Cost
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Bradley P. Cost
Attorney-in-Fact
PAUL RAMSAY HOSPITALS PTY. LTD.
By:/s/ Bradley P. Cost
------------------------------
Bradley P. Cost
Attorney-in-Fact
RAMSAY HOLDINGS HSA LTD.
By:/s/ Bradley P. Cost
------------------------------
Bradley P. Cost
Attorney-in-Fact
PAUL RAMSAY HOLDINGS PTY. LIMITED
By:/s/ Bradley P. Cost
------------------------------
Bradley P. Cost
Attorney-in-Fact
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CUSIP NO. 75158E 10 1 13G Page 9 of 9 Pages
INDEX TO EXHIBITS
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Exhibit Sequential
Number Description Page
- ------- ----------- ----
Exhibit A Joint Filing Agreement dated as of February 1, __
1996 by and among Paul Ramsay Hospitals
Pty. Ltd., Ramsay Holdings HSA Ltd., Paul
Ramsay Holdings Pty. Limited and Paul J.
Ramsay (incorporated by reference to Exhibits
to Schedule 13G dated February 13, 1996
filed by Ramsay HSA, Ramsay Holdings,
Ramsay Hospitals and Ramsay).
Exhibit B Power of Attorney dated November 28, 1994 __
by Ramsay Holdings HSA Limited appointing
Thomas M. Haythe and Bradley P. Cost as
attorneys-in-fact (incorporated by reference to
Exhibits to Schedule 13G dated February 13,
1996 filed by Ramsay HSA, Ramsay Holdings,
Ramsay Hospitals and Ramsay).
Exhibit C Power of Attorney dated November 28, 1994 __
by Paul Ramsay Holdings Pty. Limited
appointing Thomas M. Haythe and Bradley P.
Cost as attorneys-in-fact (incorporated by
reference to Exhibits to Schedule 13G dated
February 13, 1996 filed by Ramsay HSA,
Ramsay Holdings, Ramsay Hospitals and
Ramsay).
Exhibit D Power of Attorney dated November 28, 1994 __
by Paul Ramsay Hospitals Pty. Limited
appointing Thomas M. Haythe and Bradley P.
Cost as attorneys-in-fact (incorporated by
reference to Exhibits to Schedule 13G dated
February 13, 1996 filed by Ramsay HSA,
Ramsay Holdings, Ramsay Hospitals and
Ramsay).
Exhibit E Power of Attorney dated November 28, 1994 __
by Paul J. Ramsay appointing Thomas M.
Haythe and Bradley P. Cost as attorneys-in-
fact (incorporated by reference to Exhibits to
Schedule 13G dated February 13, 1996 filed
by Ramsay HSA, Ramsay Holdings, Ramsay
Hospitals and Ramsay).
