-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GVCEEBxVI5xsbtt8bO6XVAOlcZT5nQJp2874H40mLNJEUuPYOQGnespBHKj5Lj4c KA4ftlnEzKvVEGD62JZo8w== 0000758722-97-000014.txt : 19970709 0000758722-97-000014.hdr.sgml : 19970709 ACCESSION NUMBER: 0000758722-97-000014 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970627 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970708 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARACELSUS HEALTHCARE CORP CENTRAL INDEX KEY: 0000758722 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 953565943 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12055 FILM NUMBER: 97637133 BUSINESS ADDRESS: STREET 1: 515 W GREENS RD STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 7138736623 MAIL ADDRESS: STREET 1: 515 W GREENS RD STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77067 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 1997 Commission file number 1-12055 PARACELSUS HEALTHCARE CORPORATION (Exact name of registrant as specified in its charter)
California 95-3565943 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.)
515 W. Greens Road, Suite 800, Houston, Texas (Address of principal executive offices)
77067 (281) 774-5100 (Zip Code) (Registrant's telephone number, including area code)
2 Paracelsus Healthcare Corporation (the "Company") is filing this amendment to its Current Report on the Form 8-K dated June 27, 1997, to amend Item 7 to said Current Report. ITEM 7. EXHIBITS 17 Letter re director resignation of Mr. James A. Conroy. 99 Letter from Mr. Charles R. Miller to Mr. James A. Conroy re Mr. Conroy's resignation. 3 SIGNATURE 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 thereunto duly authorized. Paracelsus Healthcare Corporation (Registrant) Dated: July 8, 1997 By: ___________________________ James G. VanDevender Senior Executive Vice President, Chief Financial Officer & Director EX-17 2 OLYMPUS PARTNERS Metro Center, One Station Place Stanford, Connecticut 06902 (203)353-5900 James A. Conroy Partner June 27, 1997 Via Facsimile: 281-774-5110 - --------------------------- The Board of Directors Paracelsus Healthcare Corporation 515 West Greens Road Houston, Texas 77067 Attention: Mr. Charles R. Miller Gentlemen: I hereby resign as a director of Paracelsus effective immediately. My resignation is due to my unhappiness with the unwillingness of the Special Committee to address the issue of the old Paracelsus board members' responsibility for the reporting and accounting failures found by the Special Committee, as well as my strong disagreement with the decision made by the other board members not to make full disclosure of the results of the Special Committee's investigation to the Securities and Exchange Commission. I request that this letter be filed in a Form 8-K within the required time period. Sincerely, /s/ James A. Conroy JAC/jbp cc: Arthur F. Mathews, Esq. EX-99 3 1 PARACELSUS HEALTHCARE CORPORATION 515 W. Greens Road, Suite 800 Houston, Texas 77067 July 7, 1997 Mr. James A. Conroy Olympus Private Placement Fund Metro Center, One Station Place Stamford, CT 06902 Dear Jim: On behalf of the Board, let me express my regret at your decision to resign as a director. Unfortunately, your resignation letter creates several misleading impressions. FIRST, as you know, the Special Committee's investigation sought to uncover all facts relevant to the responsibility of the directors of premerger Paracelsus for the reporting and accounting failures reflected in the Company's restatement of its financial statements. Based on these facts, a majority of the Committee, including a completely disinterested nonmanagement director, concluded over your objection that it was not in the Company's best interests to make recommendations concerning those directors at that time. The Company's Special Counsel, Wilmer, Cutler & Pickering, fully concurred in that judgment. When you recently raised the same issue again, the only other remaining member of the Committee, maintained his original position. Once again, Wilmer, Cutler & Pickering strongly concurred. SECOND, as you will recall, your motion at the last Board Meeting was that the Company should waive its attorney-client and work product privileges so as to permit disclosure of the detailed facts uncovered in the Special Committee's investigation to the SEC. During the discussion of your motion, Wilmer, Cutler & Pickering expressed the strongly held view that, given the pendency of the shareholder and derivative litigation and other factors, waiver of the privileges was not in the best interests of the Company. Wilmer, Cutler & Pickering further reassured the Board that, in its considered view based on the facts available to it, all legally required public disclosures concerning the results of the Special Committee's investigation have already been made. Based on this advice, there was no second to your motion. 2 FINALLY, the Board is concerned that the positions you have recently taken may reflect your particular interests as a member of a large group of former Champion shareholders, rather than the interests of the Company, its shareholders, and all of its other constituent groups. Your difficulty in distinguishing these potentially conflicting interests is understandable, but unfortunate. The Company will, of course, comply with your request to file your resignation letter with the SEC on a Form 8-K within the required time. As permitted by SEC rules, the Company will also file a copy of this response. Sincerely, /S/ Charles R. Miller Charles R. Miller President -----END PRIVACY-ENHANCED MESSAGE-----