SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )1
STAT HEALTHCARE, INC.
(NAME OF ISSUER)
COMMON STOCK $0.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
855907101
(CUSIP NUMBER)
M. K. RAZDAN, M.D.
222 EAST RIDGE ROAD, SUITE 116
MCALLEN, TEXAS 78503
(210) 687-8223
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 24,1996
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting 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.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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(1) 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 disclosures provided in a prior cover page.
CUSIP NO. 855907101
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
| M.K. Razdan, M.D.
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| (a)[ ] (b)[X]
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3 | SEC USE ONLY
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4 | SOURCE OF FUNDS*
| OO
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
| PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| United States
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| 7 | SOLE VOTING POWER
NUMBER | | 1,026,038
OF |------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 0
OWNED BY |------------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON | | 1,026,038
WITH |------------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
| PERSON
| 1,026,038
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
| CERTAIN SHARES* [ ]
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
| 6.9%
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14 | TYPE OF REPORTING PERSON*
| IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Statement on Schedule 13D
Item 1 SECURITY AND ISSUER.
This initial Schedule 13D relates to the Common Stock, $.01
per value per share (the "Shares"), of STAT Healthcare, Inc., a
Delaware corporation formerly named New STAT Healthcare, Inc. (the
"Company"). The principal executive offices of the Company are
located at 12450 Greenspoint Dr., Suite 1200, Houston, Texas 77060.
Item 2 IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by M.K. Razdan, M.D.
(b) The business address of the Reporting Person is 222 East
Ridge Road, Suite 116, McAllen, Texas 78503.
(c) The Reporting Person's principal occupation is
Physician.
(d) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Dr. Razdan is a citizen of the United States.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 24, 1996, the Reporting Person acquired 1,026,038
Shares pursuant to that certain Amended and Restated Agreement and
Plan of Reorganization (the "Reorganization Agreement") dated as of
March 15, 1996 by and among the Company, Old STAT, Inc., a Delaware
corporation formerly named STAT Healthcare, Inc. ("Old STAT"), STAT
Acquisition Corp., a Delaware corporation, and AmHealth Corporation,
AmHealth Enterprises of the Valley, Inc. and AmHealth Ambulatory
Services, Inc., each a Texas corporation (collectively, the
"AmHealth Corporations"), and AmHealth Kidney Centers of the Valley,
Ltd., Weslaco Kidney Center, Ltd., Starr Dialysis Center, Ltd.,
Mission Kidney Center, Ltd., Brownsville Kidney Center, Ltd.,
AmHealth Medical Management, Ltd., Brownsville Hyperbaric
Healthcare, Ltd., Southwestern Infusion Healthcare, Ltd. and
AmHealth Ambulatory Healthcare, Ltd., each a Texas limited
partnership (collectively, the "AmHealth Partnerships", and together
with the AmHealth Corporations, "AmHealth"). Pursuant to the
Reorganization Agreement, the AmHealth Corporations merged with and
into the Company, with the Company as the surviving corporation, and
the former shareholders of the AmHealth Corporations received Shares
in exchange for their shares of common stock of the AmHealth
Corporations. Simultaneously therewith, substantially all of the
partners of the AmHealth Partnerships transferred their partnership
interests to the Company in exchange for Shares. In addition, under
the Reorganization Agreement, Old STAT merged (the "Old STAT
Merger") with and into STAT Acquisition Corp., with Old STAT as the
surviving corporation. Pursuant to the Old STAT Merger, each issued
and outstanding share of common stock of Old STAT was converted into
one Share of the Company (the foregoing transactions are referred to
herein as the "Exchange"). In the Exchange the Reporting Person
acquired 1,026,038 Shares (the "Merger Shares") in exchange for the
9.2% combined equity interest in AmHealth held by the Reporting
Person.
Item 4 PURPOSE OF TRANSACTION.
As described above in Item 3, Reporting Person acquired the
Merger Shares in connection with the Exchange for investment
purposes. Subject to the Lock-Up Agreement described below,
Reporting Person will continue to evaluate such Reporting Person's
investment in the Company on the basis of various factors, including
the Company's business, financial condition, results of operations
and prospects, general economic and industry conditions, the
securities markets in general and those for the Company's securities
in particular, Reporting Person's own financial condition, other
investment opportunities and other future developments. Based upon
such evaluation, such Reporting Person will take such actions in the
future as Reporting Person may deem appropriate in light of the
circumstances existing from time to time. Depending on market and
other factors, Reporting Person may determine that such Reporting
Person should dispose some or all of the Shares it owns.
As described above in Item 3, the Merger Shares were acquired
by such Reporting Person in a transaction pursuant to Rule 145 and,
therefore, may not be sold, pledged, conveyed or otherwise
transferred without registration or qualification under the
Securities Act and applicable state securities or blue sky laws or a
valid exemption therefrom.
Except as set forth in this Item 4, no Reporting Person has
any plan or proposal with respect to any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) Reference is made to Item 11 of the cover page hereof.
(b) Reference is made to Items 7,8, 9 and 10 of the cover
page hereof.
(c) The Reporting Person has not acquired any Shares within
the past 60 days, other than the Merger Shares acquired
on June 24, 1996, as described above in Item 3.
(d) No other person has the right to receive or the power to
direct receipt of dividends from, or proceeds from the
sale of, any Shares which the Reporting Person may be
deemed to beneficially own.
(e) Not applicable.
Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between the person named in Item 2 hereof and any other person with
respect to any securities of the Company, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits or loss, or the giving or withholding of proxies.
Pursuant to the Reorganization Agreement, the Reporting Person
has entered into a lock-up agreement (the "Lock-Up Agreement")
restricting the transfer of Shares until June 24, 1997.
Item 7 MATERIAL TO BE FILED AS EXHIBITS.
(1) Amended and Restated Agreement and Plan of Reorganization
dated March 15, 1996, among the Company, Old STAT, STAT
Acquisition Corp. and, AmHealth Partnerships and the AmHealth
Corporations (included as Appendix 1 to the Joint Proxy
Statement/Prospectus dated May 22, 1996 of the Company, Old
STAT and the AmHealth Corporations filed pursuant to Rule
424(b) on May 23, 1996 (the "Joint Proxy
Statement/Prospectus") and incorporated herein by reference).
(2) Form of Lock-Up Agreement (included as Exhibit A to Appendix 1
to the Joint Proxy Statement/Prospectus and incorporated
herein by reference).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: July 2, 1996 /s/ M.K. RAZDAN, M.D.
M.K. Razdan, M.D.
