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)
WILLIAM H. RICE, M.D.
SOUTH TEXAS ACUTE TRAUMA PHYSICIANS, P.A.
12450 GREENSPOINT DRIVE
SUITE 1200
HOUSTON, TEXAS 77060
(713) 872-6900
(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.
- ------------
(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
- -------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
| South Texas Acute Trauma Physicians, P.A.
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| (a)[ ] (b)[ ]
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
| OO
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
| PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| State of Texas
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER | | 1,556,684
OF |------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 0
OWNED BY |------------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON | | 1,556,684
WITH |------------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 0
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
| PERSON
| 1,556,684
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
| CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
| 10.4%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 855907101
- -------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
| Victor M. Miranda, M.D.
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| (a)[ ] (b)[ ]
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
| OO
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
| PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| USA
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER | | 0
OF |------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 1,556,684
OWNED BY |------------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON | | 0
WITH |------------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 1,556,684
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
| PERSON
| 1,556,684
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
| CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
| 10.4%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 855907101
- -------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
| William H. Rice, M.D.
- --------------------------------------------------------------------------------
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
| (a)[ ] (b)[ ]
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS*
| OO
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
| PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| USA
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
NUMBER | | 0
OF |------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 1,556,684
OWNED BY |------------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON | | 0
WITH |------------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 1,556,684
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
| PERSON
| 1,556,684
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
| CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
| 10.4%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON*
| IN
- --------------------------------------------------------------------------------
*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 South Texas Acute
Trauma Physicians, P.A., a Texas Professional
Association ("STAT Physicians"), William H. Rice, M.D.
("Rice") and Victor M. Miranda, M.D. ("Miranda").
The Shares reported herein have been acquired by STAT
Physicians (Drs. Rice and Miranda each own 50% of the
equity interest in STAT Physicians), and neither Rice
nor Miranda directly holds any Shares. The Reporting
Persons may be deemed to be a "group" within the meaning
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). However, Rice and Miranda each
disclaims beneficial ownership of Shares allocable to
the percentage interest in STAT Physicians owned by the
other.
(b) The business address of each Reporting Person is 12450
Greenspoint Drive, Suite 1200, Houston, Texas 77060.
(c) Rice's principal occupation is Vice Chairman of the
Board and Director of the Company. Miranda's principal
occupation is President/Emergency Physician Services and
Director of the Company.
(d) During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting
Persons was 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) Drs. Rice and Miranda are both citizens of the U.S.A.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Rice and Miranda each directly own 50% of the outstanding
equity interest in STAT Physicians. Prior to the Exchange described
below, STAT Physicians owned 1,556,684 shares of the common stock of
Old STAT, Inc., a Delaware corporation ("Old STAT") named STAT
Healthcare, Inc. prior to such Exchange. On June 24, 1996, pursuant
to the closing of the transactions (the "Exchange") contemplated by
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, STAT Acquisition Corp.,
a Delaware corporation wholly owned by the Company ("STAT
Acquisition"), and the AmHealth Corporations and AmHealth
Partnerships named therein, (i) the AmHealth Corporations merged
with and into the Company, with the Company as the surviving
corporation (the "AmHealth Merger") and substantially all of the
partners of the AmHealth Partnerships transferred their partnership
interests to the Company in exchange for Shares and (ii) Old STAT
merged with and into STAT Acquisition, with Old STAT as the
surviving corporation. Pursuant to the Exchange, each issued and
outstanding share of common stock of Old STAT was converted into one
Share and the shareholders and partners of the AmHealth Corporations
and AmHealth Partnerships participating in the Exchange collectively
received 11,200,000 Shares in exchange for their interests in the
AmHealth Corporations and AmHealth Partnerships. Accordingly, the
1,556,684 shares of common stock of Old STAT owned by STAT
Physicians prior to the Exchange were converted into 1,556,684
Shares (the "Merger Shares").
Item 4 PURPOSE OF TRANSACTION.
As described above in Item 3, STAT Physicians acquired the
Merger Shares in connection with the Exchange for investment
purposes. Subject to the Succession Agreement and Lock-Up Agreement
described below, each Reporting Person will continue to evaluate
STAT Physicians' 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, such Reporting Person's own
financial condition, other investment opportunities and other future
developments. Based upon such evaluation, each Reporting Person will
take such actions in the future as such Reporting Person may deem
appropriate in light of the circumstances existing from time to
time. Depending on market and other factors, a Reporting Person may
determine that STAT Physicians should dispose some or all of the
Shares it owns.
As described above in Item 3, the Merger Shares were acquired
by STAT Physicians 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 each cover page hereof.
(b) Reference is made to Items 7, 8, 9 and 10 of each cover
page hereof. Rice and Miranda share the power to direct
the affairs of STAT Physicians, including the power to
vote and dispose of the Shares held by STAT Physicians.
(c) No Reporting Person has 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 the proceeds from
the sale of, any Shares which the Reporting Persons 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)
among the persons named in Item 2 hereof and between such persons
and any other person with respect to the 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.
The Reporting Persons are parties to a Joint Filing Agreement,
a copy of which is attached hereto as Exhibit 4 (the "Joint Filing
Agreement") and is incorporated herein by reference, with respect to
the filing of this and other Statements and any amendments hereto
and thereto.
Old STAT, Rice and Miranda have entered into a Succession
Agreement, dated June 24, 1996 (the "Succession Agreement"),
restricting the transfer of interests in STAT Physicians by Rice or
Miranda. Each of the Reporting Persons has also entered into a
lock-up agreement ("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., the AmHealth Corporations and the AmHealth
Partnerships (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 Succession Agreement (included as Exhibit 10.13 to the
Company's registration statement on Form S-4 (Reg. No.
333-2486) and incorporated herein by reference).
(3) Form of Lock-Up Agreement (included as Exhibit A to Appendix 1
to the Joint Proxy Statement/Prospectus and incorporated
herein by reference).
(4) Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
South Texas Acute Trauma Physicians, P.A.
Date: July 3, 1996 By: /s/ WILLIAM H. RICE M.D.
Name: William H. Rice M.D.
Title: President
---------------------------
William H. Rice, M.D.
---------------------------
Victor M. Miranda, M.D.
EXHIBIT 4
JOINT FILING AGREEMENT
This Joint Filing Agreement, executed as of the 3rd day of July, 1996, is
by and among South Texas Acute Trauma Physicians, P.A., a Texas Professional
Association ("STAT Physicians"), William H. Rice, M.D. and Victor M. Miranda,
M.D.
WHEREAS, STAT Physicians owns in excess of 5% of the outstanding common
stock (the "Shares") of STAT Healthcare, Inc. and is required to file a
statement of Beneficial Ownership on Schedule 13D with the Securities and
Exchange Commission (the "Commission"); and
WHEREAS, William H. Rice, M.D. and Victor M. Miranda, M.D. beneficially
own all the outstanding voting securities of STAT Physicians, and may be deemed
to be the beneficial owners of the Shares held by STAT Physicians pursuant to
Rule 13d-3 promulgated by the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act");
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
promises contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
STAT Physicians, William H. Rice, M.D. and Victor M. Miranda, M.D.,
without admitting beneficial ownership or the existence of a "group", do hereby
agree to file jointly with the Commission any schedules and reports (including
amendments thereto) made on behalf of STAT Physicians pursuant to Sections
13(d), 13(f) and 13(g) of the Exchange Act.
IN WITNESS WHEREOF, the parties hereto have executed this Joint
Filing Agreement as of the date first above written.
South Texas Acute Trauma Physicians, P.A.
By: /s/ WILLIAM H. RICE M.D.
Name: William H. Rice M.D.
Title: President
/s/ WILLIAM H. RICE, M.D.
William H. Rice, M.D.
/s/ VICTOR M. MIRANDA, M.D.
Victor M. Miranda, M.D.
A-1
