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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission file number 001-12055
(Check One):
( ) Form 10-K and Form 10-KSB ( ) Form 20-F ( ) Form 11-K
(X) Form 10-Q and Form 10QSB ( ) Form N-SAR
For Period Ended : March 31, 2001
( ) Transition report on Form 10-K ( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K ( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein
PART 1 - REGISTRANT INFORMATION
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PARACELSUS HEALTHCARE CORPORATION
(Name of Registrant)
515 West Greens Road, Suite 500
(Address of Principal Executive Office)
Houston, Texas 77067
(City, State and Zip Code)
PART II - RULES 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed (Check box if appropriate):
(X) (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
( ) (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
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( ) (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-K, 20F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period:
As previously reported, on March 15, 2001, the accounting firm, Ernst &
Young LLP ("EY"), resigned as the auditor of the financial statements of
Paracelsus Healthcare Corporation (the "Company"). EY resigned because
statements made by a representative of the Creditors Committee in the Paracelsus
bankruptcy could in the future create the appearance that EY lacks the necessary
independence to remain as the auditors for the Company.
On March 15, 2001, the Company engaged PricewaterhouseCoopers LLP
("PwC") as its new accounting firm to audit the Company's financial statements.
The decision to engage PwC was approved by the Company's Board of Directors and
the Bankruptcy Court. Accordingly, the Company has not yet filed its Form 10-K
for the year ended December 31, 2000.
Given the above events, the Company will be not be able to file its
Form 10-Q with the Securities and Exchange Commission by the statutory due date
of May 15, 2001. The Company probably will be unable to file its Form 10-Q by
May 20, 2001, the last day such report can be filed and still be deemed timely
under Rule 12b-25, but is attempting to meet the extended filing date.
PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification.
ROBERT M. STARLING (281) 774-5100
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(Name) (Area code and telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If the answer is no,
identify report(s).
(X) YES ( ) NO
For the year ended December 31, 2000, the Company did not file timely its Form
10-K by April 17, 2001, the last day such report could be filed and still be
deemed timely under Rule 12b-25.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
(X) YES ( ) NO
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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The Company has also incurred significant reorganization costs in conjunction
with its Chapter 11 bankruptcy filing on September 15, 2000, offset by a
reduction in interest expense attributable to debt obligations subject to
compromise. Pursuant to Statement of Position 90-7, "Financial Reporting by
Entities Under the Bankruptcy Code," the Company has ceased recording interest
expense on such debt obligations as of September 15, 2000, the date of the
Chapter 11 bankruptcy filing. The Company expects to report a net loss for the
quarter ended March 31, 2001; however, final amounts for the quarter cannot be
quantified at this time.
PARACELSUS HEALTHCARE CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
May 15, 2001 By: /s/ LAWRENCE A. HUMPHREY
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Lawrence A. Humphrey
Executive Vice President,
& Chief Financial Officer