EXHIBIT 3.14
_____________________________________________________________________________
SCHEDULES TO
PREFERRED STOCK PURCHASE AGREEMENT
Dated as of September 30, 1997
between
RAMSAY HEALTH CARE, INC.,
as Issuer
and
GENERAL ELECTRIC CAPITAL CORPORATION
as Purchaser
_____________________________________________________________________________
Schedule 3.03 to Preferred
Stock Purchase Agreement
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FINANCIAL STATEMENTS
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1. Historical Financial Statements. Copies of the consolidated balance
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sheet of the Company and its Subsidiaries as of June 30, 1997 and the related
consolidated statements of operations, shareholders' equity and cash flows for
the Fiscal Year then ended, accompanied by the audit report thereon of Ernst &
Young LLP have been furnished by the Company to each Purchaser prior to the date
of this Agreement. Such consolidated financial statements have been prepared in
conformity with GAAP and present fairly in all material respects the
consolidated financial position of the Company as of the date thereof, and the
consolidated results of operations and cash flows of the Company for the Fiscal
Year then ended.
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Schedule 3.04 to Preferred
Stock Purchase Agreement
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CONTINGENT LIABILITIES; RESTRICTED PAYMENTS
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1. See Schedule 3.07 to the Senior Credit Agreement.
2. See Schedule 3.14 to the Senior Credit Agreement.
3. See Schedule 3.18 to the Senior Credit Agreement.
4. Obligations under the SocGen Cash Collateral Agreement (as defined in the
Senior Credit Agreement).
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Schedule 3.05 to Preferred
Stock Purchase Agreement
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CERTAIN OPTIONS, ETC.
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A. Options and Convertible Securities
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1. Stock Option and Purchase Plans/Outstanding Options:
Total Shares Outstanding: 3,140,765
x. Xxxxxx Health Care, Inc. Amended and Restated 1990 Stock Option
Plan-125,667 outstanding; 125,667 available;
x. Xxxxxx Health Care, Inc. 1991 Stock Option Plan - 1,478,761 options
outstanding; 1,484,423 available;
x. Xxxxxx Health Care, Inc. 1993 Stock Option Plan - 337,529
outstanding; 393,930 available;
x. Xxxxxx Health Care, Inc. 1995 Long Term Incentive Plan - 426,894
outstanding; 500,000 available;
x. Xxxxxx Health Care, Inc. 1996 Long Term Incentive Plan - 457,500
outstanding; 500,000 available; and
f. Options to purchase Ramsay Health Care, Inc. Common Stock issuable
with respect to the conversion of Ramsay Managed Care, Inc. options
in connection with the merger of Ramsay Managed Care, Inc. with a
wholly owned subsidiary of Ramsay Health Care, Inc. - 314,414
outstanding; 500,000 available under two stock option plans.
2. Stock Purchase Plan:
x. Xxxxxx Health Care, Inc. 1993 Employee Stock Purchase Plan - 100,000
shares originally authorized.
3. Warrants:
x. Xxxxxx Health Care, Inc. outstanding warrants to purchase Common
Stock-1,165,498.
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4. Preferred Stock
a. 142,486 shares of Class B Preferred Stock, Series C, convertible
into an aggregate of 1,424,860 shares of Common Stock.
b. 100,000 shares of Class B Preferred Stock, Series 1996, convertible
into an aggregate 1,000,000 shares of Common Stock.
c. 100,000 Shares of Class B Preferred Stock, Series 1997, convertible
into an aggregate of 394,945 shares of Common Stock.
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Schedule 4.06 to Preferred
Stock Purchase Agreement
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TRANSACTIONS WITH AFFILIATES AND EMPLOYEES
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1. See Schedules 3.09(D) and 6.03(1) to the Senior Credit Agreement.
2. Consulting Agreement dated as of February 1, 1997 by and between Summa
Healthcare Group, Inc. and Ramsay Health Care, Inc.
3. Services Agreement dated as of August 12, 1996 by and between Healthlink
Enterprises, Inc. and Ramsay Health Care, Inc.
4. In the ordinary course of business, Ramsay Health Care, Inc. maintains a
cash management system with the other Credit Parties.
5. In the ordinary course of business, Ramsay Health Care, Inc. and certain
of the other Credit Parties engage in lending, borrowing and other
commercial transaction in connection with the joint ventures and other
affiliates listed on Schedule 3.09(B) to the Senior Credit Agreement, all
of which are permitted by (S) 4.06.
6. Employment Agreements with the executive officers of the Company and its
Subsidiaries, copies of which were provided to the Administrative Agent
prior to the Closing Date.
7. 142,486 shares of Class B Preferred Stock, Series C of the Company held by
Ramsay Holdings and Ramsay Hospitals Pty. Limited.
8. 100,000 shares of Class B Preferred Stock, Series 1996 of the Company held
by Ramsay Holdings.
9. 4,000 shares of Class B Preferred Stock, Series 1997 of the Company held
by Ramsay Holdings.
10. RMCI and its affiliates lease the following property from partnerships of
which Xx. Xxxxxx Xxxxxxxx (an officer of RMCI) has the following ownership
percentages:
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LOCATION PURPOSE LEASE INCEPTION ANNUAL XXXXXXXX
LEASE (EST.) OWNERSHIP
PERCENT
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1276 Minnesota Clinic/Medical 1983 to 5/31/2003 $ 96,264+ 16%
Avenue Practice with option to renew
Winter Park, FL
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1250 Minnesota FPM 1988-2003 $113,820+ 25%
Avenue (mgd. care) Cost of Living
Winter Park, FL Adjustments
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Lake Mary, FL Office Clinic 1988-2003 Cost of $ 51,747 33-1/3%
+3,000 sq. ft. Living Adjustments
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Sand Lake, FL Clinic to 1990-2003 $ 51,264 33-1/3%
serve
Disney
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11. Employees and Ramsay Affiliates have been granted the options and warrants
listed on Annex A hereto.
12. Payables of RMCI to Xxxx X. Xxxxxx and Xxxxx X. Xxxxx in the amounts of
$200,000 and $100,000 respectively, assumed by Borrower in connection with
the merger of RMCI into a wholly owned Subsidiary of the Borrower.
13. Legal representation of the Borrower and its Subsidiaries by Xxxxxx &
Xxxxxx, a partner of which is a director of Borrower.
14. Ramsay Health Care, Inc. 1993 Employee Stock Purchase Plan - 100,000 shares
originally authorized.
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