PSYCHIATRIC SOULTIONS, INC.

Table of Contents

Table of Contents

Table of Contents

-----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, HE+RSqTfbxwDkGCH8Fgynps6/VoKhFbvOfBhYQoTzDkxvdNNfeFBLsFXTj1c1SB2 g1ixLUh4tP0FvIBRGRwG0g== 0000950144-03-008321.txt : 20030723 0000950144-03-008321.hdr.sgml : 20030723 20030701172242 ACCESSION NUMBER: 0000950144-03-008321 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHIATRIC SOLUTIONS INC CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20488 FILM NUMBER: 03768901 BUSINESS ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-312-5700 MAIL ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: PMR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 8-K 1 g83657e8vk.htm PSYCHIATRIC SOLUTIONS, INC. PSYCHIATRIC SOULTIONS, INC.

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): July 1, 2003 (June 30, 2003)

Psychiatric Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	0-20488	23-2491707
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

113 Seaboard Lane, Suite C-100, Franklin, Tennessee 37067
(Address of Principal Executive Offices)

(615) 312-5700
(Registrant’s Telephone Number, including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS


SIGNATURES
EX-99.1 ACQUISITION PRESS RELEASE
EX-99.2 PRIVATE OFFERING PRESS RELEASE

Item 2. Acquisition or Disposition of Assets.

On June 30, 2003, Psychiatric Solutions, Inc. (the “Company”) issued a press release announcing the completion of the acquisition of Ramsay Youth Services, Inc. (“Ramsay”) in a merger transaction valued at approximately $77.0 million, consisting of $58.0 million in cash, or $5.00 per share, for Ramsay’s common stock, and the assumption of Ramsay’s debt. Ramsay operates 11 owned or leased inpatient behavioral health care facilities and has 10 contracts to manage behavioral health care facilities for government agencies. A copy of the related press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

The Company has not included in this Current Report on Form 8-K the financial statements of Ramsay and pro forma information required by Item 7 to Form 8-K, but will file such statements and information in an additional Form 8-K Report not later than 75 days following June 30, 2003.

Item 5. Other Events.

On June 30, 2003, the Company also issued a press release announcing completion of the private placement of $150.0 million in senior subordinated notes in accordance with Rule 144A and Regulation S under the Securities Act of 1933. The senior subordinated notes are guaranteed by all existing and future operating subsidiaries of the Company. The net proceeds of the offering will be used by the Company primarily to finance the acquisition of Ramsay, to refinance a substantial portion of the Company’s debt and to repay all of Ramsay’s debt.

The Company also announced on June 30, 2003 the receipt of the second half of the net proceeds from the $25.0 million private placement of convertible preferred stock. The net proceeds from this private placement will be used to finance the acquisition of Ramsay.

In addition, the Company announced on June 30, 2003 the consummation of the amendment and restatement of the Company’s senior credit facility with CapitalSource Finance, LLC.

A copy of the press release relating to the above transactions is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

2.1 Agreement and Plan of Merger, dated April 8, 2003, by and between Psychiatric Solutions, Inc., PSI Acquisition Sub, Inc. and Ramsay Youth Services, Inc. (previously filed as an exhibit to the Company’s Current Report on Form 8-K filed April 10, 2003).

99.1 Press Release: PSYCHIATRIC SOLUTIONS COMPLETES ACQUISITION OF RAMSAY YOUTH SERVICES

99.2 Press Release: PSYCHIATRIC SOLUTIONS COMPLETES PRIVATE OFFERING OF $150 MILLION OF SENIOR SUBORDINATED NOTES

SIGNATURES

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.

Date: July 1, 2003

EX-99.1 3 g83657exv99w1.txt EX-99.1 ACQUISITION PRESS RELEASE EXHIBIT 99.1 [PSYCHIATRIC SOLUTIONS LOGO] CONTACTS: Brent Turner Vice President, Treasurer and Investor Relations (615) 312-5700 PSYCHIATRIC SOLUTIONS COMPLETES ACQUISITION OF RAMSAY YOUTH SERVICES ----------- ADDS OVER 1,250 INPATIENT BEDS Franklin, Tenn. (June 30, 2003) - Psychiatric Solutions, Inc. ("PSI") (Nasdaq: PSYS) today announced that it has completed the acquisition of Ramsay Youth Services, Inc. in a transaction valued at approximately $77.0 million, consisting of $58.0 million in cash, or $5.00 per share, for Ramsay's common stock, and the assumption of Ramsay's outstanding debt. "With the consummation of the Ramsay transaction, PSI has now added over 2,000 psychiatric inpatient beds to our operations during the first six months of 2003," remarked Joey Jacobs, Chairman, President and Chief Executive Officer of PSI. "At a time when the inpatient behavioral healthcare industry is experiencing rising inpatient admissions and reimbursement, we believe this acquisition highlights both the growth opportunity we see in the behavioral healthcare industry and our ability to complete substantial transactions successfully. "As with our previous acquisitions, we intend to continue to deliver high quality care through our new Ramsay facilities and programs while implementing steps to achieve significant organic growth through new programming, expanded psychiatric staff and physical additions and improvements. We welcome the skilled clinical professionals from Ramsay, who have built its reputation for high quality care and who will be the foundation of our efforts to generate increasing revenue and profits from these operations." This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of PSI and its management. PSI's business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could cause such differences include, but are not limited to: (1) potential competition which alters or impedes PSI's acquisition strategy by decreasing PSI's ability to acquire additional facilities on favorable terms; (2) the ability of PSI to improve the operations of acquired facilities; (3) the ability to maintain -MORE- PSYS Completes Ramsay Acquisition Page 2 June 30, 2003 favorable and continuing relationships with physicians who use PSI's facilities; (4) the ability to receive timely additional financing on terms acceptable to PSI to fund PSI's acquisition strategy and capital expenditure needs; (5) risks inherent to the healthcare industry, including the impact of unforeseen changes in regulation, reimbursement rates from federal and state healthcare programs or managed care companies and exposure to claims and legal actions by patients and others; and (7) potential difficulties in integrating the operations of PSI with recently acquired operations. The forward-looking statements herein are qualified in their entirety by the risk factors set forth in PSI's filings with the Securities and Exchange Commission, including the factors listed in its Form 8-K filed on June 9, 2003 under the caption "Risk Factors." PSI undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. Psychiatric Solutions, Inc. offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its ownership and operation of freestanding psychiatric inpatient facilities and its management of psychiatric units within general acute care hospitals owned by others. PSI currently operates 22 owned or leased freestanding facilities with more than 2,700 inpatient beds, manages 10 freestanding facilities for government agencies and manages 48 psychiatric units for others. -END- EX-99.2 4 g83657exv99w2.txt EX-99.2 PRIVATE OFFERING PRESS RELEASE EXHIBIT 99.2 [PSYCHIATRIC SOLUTIONS LOGO] CONTACT: Brent Turner Vice President, Treasurer and Investor Relations (615) 312-5700 PSYCHIATRIC SOLUTIONS COMPLETES PRIVATE OFFERING OF $150 MILLION OF SENIOR SUBORDINATED NOTES ------------- RECEIVES SECOND HALF OF NET PROCEEDS FROM PREVIOUSLY ANNOUNCED $25 MILLION CONVERTIBLE PREFERRED STOCK PLACEMENT AND EXPANDS REVOLVING CREDIT FACILITY FRANKLIN, Tenn. (June 30, 2003) - Psychiatric Solutions, Inc. ("PSI") (Nasdaq: PSYS) today announced that it has completed a private offering of $150 million of senior subordinated notes. The net proceeds of the offering will be used primarily to finance the acquisition of Ramsay Youth Services, Inc. (Nasdaq: RYOU), to refinance a substantial portion of PSI's debt and to repay all of the debt of Ramsay Youth Services. In connection with the offering, PSI amended and restated its senior credit facility with CapitalSource Finance LLC. The amended and restated credit facility is comprised of a $50.0 million senior secured revolver, which was expanded from $28 million, and a $17.0 million senior secured note. The Company also reported that it has received the second half of the net proceeds from the $25 million private placement of convertible preferred stock that was announced earlier this year. Psychiatric Solutions, Inc. offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its ownership and operation of freestanding psychiatric inpatient facilities and its management of psychiatric units within general acute care hospitals owned by others. PSI currently operates 22 owned or leased freestanding facilities with more than 2,700 inpatient beds, manages 10 freestanding facilities for government agencies and manages 48 psychiatric units for others. -END- -----END PRIVACY-ENHANCED MESSAGE-----

PSYCHIATRIC SOLUTIONS, INC

/s/ Brent Turner

Brent Turner
Vice President, Treasurer and Investor Relations