<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES AND EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1996

                         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
                                   (Zip Code)

                                 (281) 774-5100
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
Common Stock, no stated value                  New York Stock Exchange
-----------------------------                  -----------------------
<S>                                  <C>
      (Title of Class)               (Name of each exchange on which registered)
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes[X]    No[ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of  Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements  incorporated  by  reference in Part III of  this Form 10-K or any
amendment to this Form 10-K. [ ]

The number of shares of Registrant's Common Stock outstanding on March 31, 1997
was 54,813,417. The aggregate market value of voting stock held by
non-affiliates of the Registrant, based upon the closing price of the
Registrant's Common Stock on March 31, 1997 was $69,207,156*.

Part III of this Report is incorporated by reference from the Company's Proxy
Statement issued in connection with the Annual Meeting of Stockholders to be
held on  May 28, 1997, which will be filed with the Commission no later than
April 30, 1997.

* Excludes 32,667,127 shares deemed to be held by directors and officers, and
stockholders whose ownership exceeds ten percent of the shares of Common Stock
outstanding at March 31, 1997. Exclusion of shares held by any person should
not be construed to indicate that such person possesses the power, direct or
indirect, to direct or cause the direction of the management or policies of the
Registrant, or that such person is controlled by, or under common control with,
the Registrant.


                                   page 1
<PAGE>   2
                       PARACELSUS HEALTHCARE CORPORATION
                            FORM 10-K ANNUAL REPORT

                          YEAR ENDED DECEMBER 31, 1996

                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                              REFERENCE
                                                                                                              FORM 10-K
                                                                                                              ---------
PRELIMINARY STATEMENT
---------------------
<S>        <C>                                                                                                <C>
Part I
            Item 1.   Business                                                                                 1
            Item 2.   Properties                                                                              15
            Item 3.   Legal Proceedings                                                                       17
            Item 4.   Submission of Matters to a Vote of Security Holders                                     18
Part II
            Item 5.   Market for the Registrant's Common Equity and Related                                   
                      Stockholder Matters                                                                     19
            Item 6.   Selected Financial Data                                                                 20
            Item 7.   Management's Discussion and Analysis of Financial                                       
                      Condition and Results of Operations                                                     21
            Item 8.   Financial Statements and Supplementary Data                                             
            Item 9.   Changes In and Disagreements with Accountants on                                        31
                      Accounting and Financial Disclosure                                                     
Part III 
           Item 10.   Directors and Executive Officers of the Registrant                                      62
           Item 11.   Executive Compensation                                                                  62
           Item 12.   Security Ownership of Certain Beneficial Owners and 
                      Management                                                                              62
           Item 13.   Certain Relationships and Related Transactions                                          62
Part IV
           Item 14.   Exhibits, Financial Statement Schedule and Reports on 
                      Form 8-K                                                                                62
</TABLE>





                                     page 2
<PAGE>   3
PRELIMINARY STATEMENT

  In September 1996, the Company changed its fiscal year end from September 30
to December 31. The Company has elected to present all financial information
for periods prior to 1996 on a calendar year basis in its 1996 Annual Report on
Form 10-K.

  In October 1996, the Board of Directors appointed a Special Committee
consisting of non-management members, to supervise and direct the conduct of an
inquiry by outside legal counsel regarding, among other things, the Company's
accounting and financial reporting practices and procedures for the periods
prior to the quarter ended September 30, 1996. As a  result of the inquiry, the
Company restated its financial information for periods commencing with January
1, 1992 through the nine months ended September 30, 1996, as recast to a
calendar year basis.  Adjustments and reclassifications were necessary to
correct errors and irregularities relating to (i) receivables due from Medicare
and other government programs (ii) use of corporate reserves, (iii) provisions
for bad debt expense relating principally to two of the Company's psychiatric
hospitals in the Los Angeles area and (iv) deferral of facility closure costs
which only affected the 1996 quarterly information (collectively, the
"restatement entries").

  To show the  impact of the restatement entries with respect to previously
reported amounts, giving effect to the change in fiscal year end,  the Company
has provided (i) a description of the restatement entries and a reconciliation
of historical results for the fiscal years ended September 30, 1995 and 1994,
as previously reported in the filed annual reports on Form 10-K, to the
restated results for such fiscal years as well as adjustments to quarterly
periods to arrive at results for the years ended December 31, 1995 and 1994 as
reflected in this 1996 report on Form 10-K (see Item 8 - Note 2),(ii) a
reconciliation of the restated unaudited quarterly amounts for each of the
quarters in the years ended December 31, 1996 and 1995 to previously reported
amounts in the filed quarterly reports on Form 10-Q (see Item 8 - Note 19),
(iii) appropriate footnote disclosures for the impact of the restatement
entries on  selected operating and balance sheet data for the five-year period
ending December 31, 1996 (see Item 6) and (iv) a discussion of the restated
operating results in Management's Discussion and Analysis of Financial
Condition and Results of Operations (see Item 7).

  The Company intends to file shortly after the filing of this report, amended
quarterly reports on Form 10-Q/A for each of the first three quarters in 1996
and the transition period ending December 31, 1995, restating the condensed
financial statements previously reported and filed with the Securities and
Exchange Commission.

  Certain statements in this Form 10-K are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 (the "Reform Act").  Forward-looking statements involve a
number of risks and uncertainties.  Factors which may cause the Company's
actual results in future periods to differ materially from forecast results
include, but are not limited to: the outcome of litigation pending against the
Company and certain affiliated persons;  the outcome of negotiations with the
Company's Senior Lenders; any effects of the disclosures in this Form 10-K on 
the Company's business relationships; general economic and business conditions,
both nationally and in the regions in which the Company operates; industry
capacity; demographic changes; existing government regulations and changes in,
or the failure to comply with government regulations; legislative proposals for
healthcare reform; the ability to enter into managed care provider arrangements
on acceptable terms; changes in Medicare and Medicaid reimbursement levels;
liability and other claims asserted against the Company; competition; the loss
of any significant customer; changes in business strategy or development plans;
the ability to attract and retain qualified personnel, including physicians; the
significant indebtedness of the Company; and the availability and terms of
capital to fund the expansion of the Company's business, including the
acquisition of additional facilities.





                                     page 3
<PAGE>   4
                                    PART I

ITEM 1. BUSINESS

GENERAL

   Paracelsus Healthcare Corporation, a California corporation ("PHC"), was
incorporated in November 1980. PHC, either directly or through its subsidiaries
(collectively, the "Company" or the "Registrant"), owns and operates acute care
and related healthcare businesses in selected markets. The Company's hospitals
offer a broad array of general medical and surgical services on an inpatient,
outpatient and emergency basis. In addition, certain hospitals and their
related facilities offer rehabilitative medicine, psychiatric, home health and
skilled nursing care. As of December 31, 1996, the Company operated 31
hospitals in 11 states, including 25 acute care hospitals with 2,746 licensed
beds, five psychiatric hospitals with 437 licensed beds and a rehabilitation
hospital with 60 licensed beds. Of the 31 hospitals operated, 24 are owned,
including two through a 50% owned partnership interest known as Dakota
Heartland Health Systems ("DHHS"), and seven are leased. The Company also
operates four skilled nursing facilities with a total of 232 licensed beds in
California, of which one is leased.

   In September 1996, the Company approved a plan to exit the psychiatric
hospital business through the disposition of all of its six psychiatric
hospitals, one of which was previously closed in April 1995.  It also adopted a
plan to exit the Los Angeles metropolitan ("LA metro") market principally
through the disposition of the under performing hospitals in that area,
including one that was previously closed in March 1996.  The disposition of
these hospitals will enable the Company to remain focused on operating its
acute care hospitals and to exit a market heavily penetrated by managed care
organizations where it is not a preeminent provider of healthcare services.  In
March 1997, the Company signed a definitive agreement, subject to a financing
contingency, to sell the 149-bed Lakeland Regional Hospital in Springfield,
Missouri and the 70-bed Crossroads Regional Hospital in Alexandria, Louisiana.
Management anticipates that the sale or closure of all such operations will be
completed on or before December 31, 1997. There can be no assurance that the
Company will be able to sell any or all of such hospitals.  After such
dispositions, the Company will operate 21 hospitals with 2,392 licensed beds in
nine states.


RECENT ACQUISITIONS / CLOSURES

   ACQUISITIONS - On August 16, 1996, the Company acquired Champion Healthcare
Corporation ("Champion"), through the merger of a wholly owned subsidiary of
the Company with and into Champion (the "Merger"). Champion owned and operated
nine hospitals with a total of 1,286 licensed beds in six states, including two
acute care hospitals with a total of 345 licensed beds through DHHS, and  two
psychiatric hospitals with a total of 219 licensed beds (see Item 8 - Note 6)

   On May 17, 1996, the Company acquired the 125-bed  PHC Regional Hospital and
Medical Center in Salt Lake City, Utah for approximately $71.0 million in cash.
On the same date, it acquired from one seller, the 120-bed Davis Hospital and
Medical Center in Layton, Utah, the 139-bed Pioneer Valley Hospital in West
Valley City, Utah and the 129-bed Santa Rosa Medical Center in Milton, Florida.
In exchange, the other party received approximately $38.5 million in cash and
the Company's 119-bed Peninsula Medical Center in Ormond Beach, Florida, the
135-bed Elmwood Medical Center in Jefferson, Louisiana and the 190-bed Halstead
Hospital in Halstead, Kansas (collectively, the "Exchanged Hospitals") (see
Item 8 - Note 6).

   CLOSURES - In conjunction with the plan to dispose of the psychiatric and
certain under performing LA metro hospitals and to curtail further losses, the
Company (i) closed the 119-bed Desert Palms Community Hospital in Palmdale,
California in March 1996, (ii) closed the inpatient unit of the 55-bed Orange
County Hospital of  Buena Park in July 1996, (iii) closed the emergency room
and the intensive care unit at the 50-bed Norwalk Community Hospital in
December 1996 and (iv) closed the 104-bed Orange County Community Hospital of
Orange in January 1997 and consolidated services into the Buena Park facility.





                                     page 4
<PAGE>   5
BUSINESS STRATEGY

   The Company generally seeks to operate hospitals in  small to mid-sized
markets with more favorable demographics and lower levels of penetration by
managed care plans and alternative niche competitors than larger metropolitan
areas. It focuses on  increasing its market share by implementing operating
strategies at each of its hospitals or hospital networks to be the provider of
higher quality and lower cost healthcare services than its competitors. When
appropriate, the Company  pursues its growth through selective acquisition of
additional hospitals in markets where the Company can develop a preeminent
market position.

ACQUISITION STRATEGY

   The Company's primary criteria for its target markets include:  (i) a service
area population of between 30,000 and 500,000; (ii) favorable demographics
including diversified economic and business base; (iii) low levels of managed
care penetration; and (iv) limited competition. Additionally, it may consider
an acquisition candidate that is a preeminent healthcare service provider in
its market.  The Company assesses possible acquisitions based on the potential
to increase market penetration, expected improvement in operating efficiencies,
future capital requirements and historical cash flow. Acquisition targets are
generally unaffiliated not-for-profit hospitals and facilities being divested
by hospital systems for strategic, regulatory or performance reasons.

   Upon acquisition of a hospital, the Company takes immediate steps to
implement financial and operating policies to achieve its financial and
operating goals and improve efficiency through effective staff management,
volume purchasing through national purchasing contracts and renegotiation or
elimination of existing purchased services, where appropriate. The Company also
employs experienced chief executive officers, chief financial officers and
directors of nursing  to carry out the strategic plan at each hospital.

HOSPITAL OPERATING STRATEGY

   The Company believes that the delivery of healthcare services is  a local
business. Accordingly, each hospital's operating strategy and program are
designed to meet the healthcare needs of the local market through local
management initiative, responsibility and accountability, combined with
corporate support and oversight. Incentive compensation programs are offered to
reward local managers for accomplishing predetermined goals.

   The significant components of the Company's hospital operating strategy are
as follows:

   MARKET PENETRATION -   The Company seeks to increase its market share (i) by
offering a full range of hospital and related healthcare services (ii) by
providing high quality and low cost services and (iii) through physician
development efforts.

   The Company selectively adds new services such as obstetrics, rehabilitation,
open-heart surgery and skilled nursing beds at its hospitals and, where
appropriate, invests in new technologies. The Company also develops
complementary healthcare businesses such as primary care clinics, home health
agencies and rehabilitative clinics to augment the service capabilities and
create a larger referral base for its existing hospitals and enable the
delivery of care in the most cost effective and medically appropriate setting.
In some cases, the Company may also acquire or merge with other providers or
establish alliances with such providers through affiliation agreements, joint
venture arrangements or partnerships.

   The Company is implementing a proprietary program at its hospitals to improve
quality and lower costs by eliminating or significantly reducing redundancies
and preventing errors in the patient care process. This program was originally
developed by Champion in conjunction with an outside firm to identify and
measure the incidence of patient treatment errors in 225 separate clinical
categories.  By focusing on eliminating deficiencies in the care process
through the training of employees and implementation of standardized policies
and procedures, the Company enhances quality care and lowers its costs by
eliminating unnecessary rework. Furthermore, the





                                     page 5
<PAGE>   6
Company believes the capability to quantify data regarding the quality of care
in its hospitals may enhance its ability to obtain managed care contracts, in
addition to reducing its liability risk.

   A proprietary customer service system has also been developed to ensure that
hospital employees are responding to patient needs and complaints. Such
objective is achieved through employee training programs and through responses
and inputs from patients, which are communicated monthly to each facility's
Chief Executive Officer and the Company's corporate staff. The Company began
introducing its customer service system on a pilot basis in two of its
hospitals during 1996. It plans to implement the program at the remaining
hospitals not designated for sale.

   As physicians still direct the majority of hospital admissions, the Company
focuses on supporting and retaining existing physicians and attracting
additional qualified physicians in existing or underserved medical specialties.
The Company may affiliate, joint venture or partner with physician practices
or, in selected cases, manage or acquire such physician practices. Certain
joint ventures have nonexclusive use of office space and equipment in hospitals
which they use to provide specialized medical and surgical services to
patients.

   COST CONTROLS -   The Company  seeks to position each of its hospitals as a
low cost provider in its market by controlling costs. One of the key aspects of
the Company's disciplined cost control system is to (i) implement staffing
standards and manage resources to optimize staffing efficiency (ii) utilize
national purchasing contracts and monitor supply usage (iii) renegotiate or
eliminate purchased service contracts, where appropriate (iv) evaluate and
eliminate on an ongoing basis underutilized or unprofitable services and (v)
implement a proprietary utilization management program to help monitor and
manage clinical resources to render medically appropriate and cost effective
care. Corporate staff support is available for key operating and cost
decisions, as well as for reimbursement, insurance/risk management, purchasing,
construction management and other significant accounting and support functions.

   NETWORKS -   In each of its markets, the Company seeks to develop an
integrated healthcare delivery network which includes local physicians and has
its hospital as the nucleus of healthcare services offered. In selected
markets, such as Salt Lake County, Utah, which has a population base of
approximately 800,000, or 43% of the state's population, and a high level of
managed care penetration,  the  Company has created an integrated provider
system to provide both extensive geographic coverage and a full range of
healthcare services. In order to increase its profitability under its managed
care contracts, the Company is implementing several cost saving strategies,
including sharing and combining services among hospitals and renegotiating
existing contractual arrangements with a variety of service providers. The
Company has entered into a Provider Service Agreement with FHP International
Corp. ("FHP") to provide healthcare services to approximately 94,000 enrollees
for a fixed premium per member per month (a "capitated contract"). It also has
contracts with CIGNA, United Health and Blue Cross of Utah that cover a total
of approximately 265,000 non-capitated enrollees. See "Item 7 - Operations -
Salt Lake City, Utah" for management's outlook of the Company's operations in
this market. In the Tennessee market where managed care and primary service
competition are minimal, the Company provides services to a population of
900,000  in a service area of 26 counties through its network of hospitals,
clinics and home health agencies.

OPERATIONS

   The Company seeks to create a local healthcare system in each of its markets
that offers a continuum of inpatient, outpatient, emergency and alternative
care options. In many such markets, the Company will establish its acute care
hospitals as the hub of a local provider system that can include skilled
nursing facilities, home health agencies, clinics, physician practices and
medial office buildings. These operations are described below.

   ACUTE CARE HOSPITALS - The Company owns and operates 25 acute care hospitals
(including those owned by DHHS) with a total of 2,746 licensed beds in nine
states. Each of the Company's acute care hospitals provides a broad array of
general medical and surgical services on an inpatient, outpatient and emergency
basis, including some or all or the following: intensive and





                                     page 6
<PAGE>   7
cardiac care, diagnostic services, radiological services and obstetrics on an
inpatient basis and ambulatory surgery, laboratory and radiology services on an
outpatient basis. The Company owns a 50% interest in and is responsible for the
operations of DHHS, which owns two acute care hospitals in Fargo, North Dakota.
In September 1996, the Company adopted a plan to exit the LA metro market
principally through the disposition of the under performing hospitals located
in that area, including a hospital that was previously closed in March 1996.

  SPECIALTY HOSPITALS - The Company owns and operates five psychiatric
hospitals with 437 licensed beds and one rehabilitation hospital with 60
licensed beds in three states. Three of the psychiatric hospitals and the
rehabilitation hospitals are located in California markets where the Company
has acute care hospitals. In September 1996, the Company adopted a plan to exit
the psychiatric care business through the disposition of all of its psychiatric
hospitals, including a psychiatric hospital that was previously closed in April
1995.

  SKILLED NURSING FACILITIES - The Company owns and operates four skilled
nursing facilities with a total of 232 licensed beds in California that provide
24-hour nursing care, principally for the elderly, by registered or licensed
nurses and related medical services prescribed by the patient's physician.

  HOME HEALTH AGENCIES - The Company provides home health services through 15
of its hospitals (including DHHS) in seven states. These services include home
nursing, infusion therapy, physical therapy, respiratory services and other
rehabilitative services.

  CLINICS - The Company owns and operates a number of stand-alone clinics,
particularly in rural areas. Most of these clinics are primary care clinics
that operate as physician offices where the physicians are employed by or are
under contract with one of the Company's hospitals in that market. The clinics
serve to complement the Company's acute care hospitals in their respective
markets by allowing the Company to provide a wider range of services in optimal
settings and providing an opportunity to attract patients to the Company's
hospitals.

  PHYSICIAN ARRANGEMENTS - The Company owns a majority interest in and operates
six physician joint ventures. Certain of the joint ventures have nonexclusive
use of office space and equipment in certain hospitals which they use to
provide specialized medical and surgical services to patients. In all cases,
the minority interests in the joint ventures are held directly or indirectly by
a physician or a group of physicians. Additionally, several of the Company's
hospitals have assisted with the formation of and participate in physician
hospital organizations or management services organizations. The Company
believes that its physician arrangements are in compliance with applicable
Federal and state laws. However, there can be no assurance that such
arrangements will not be challenged by governmental agencies.

  MEDICAL OFFICE BUILDINGS - The Company owns, leases or manages 34 medical
office buildings located adjacent to certain of its hospitals.

COMPETITION

  Competition for patients among hospitals and other healthcare providers has
intensified in recent years. During this period, hospital occupancy rates have
declined as a result of cost containment pressures, changes in technology,
changes in government regulations  and reimbursement and utilization
management.  Such factors have prompted new competitive strategies by hospitals
and other healthcare providers as well as an increase in the consolidation of
such providers. In certain areas in which the Company operates, there are other
hospitals or facilities that provide services comparable to those offered by
the Company's hospitals. Certain of these hospitals may have greater financial
resources  and may offer a wider range of services than the Company's
hospitals. In addition, hospitals owned by government agencies or other
tax-exempt entities benefit from endowments, charitable contributions and
tax-exempt financing, none of which is available to the Company.

  The competitive position of the Company's hospitals also has been, and in all
likelihood will continue to be, affected by the increased initiatives
undertaken during the past several years by federal and state governments and
other major purchasers of healthcare, including





                                     page 7
<PAGE>   8
insurance companies and employers, to revise payment methodologies and monitor
healthcare expenditures to contain healthcare costs. In certain markets, the
competitive position of a hospital is affected by its ability to negotiate
provider contracts with purchasers of group healthcare services, including
employers, Preferred Provider Organizations ("PPOs"), Health Maintenance
Organizations (" HMOs") and managed care plans. These organizations attempt to
direct and control the use of hospital services through "managed care" programs
and to obtain discounts from hospitals' established charges. In return,
hospitals acquire access to a large number of potential patients.

  The Company's hospitals are dependent upon the physicians practicing in the
communities served by the hospitals. A small number of physicians account for a
significant portion of patient admissions at some of the Company's hospitals.
The competition for physicians in some specialty areas, including primary care,
is intense. While the Company seeks to retain physicians of varied specialties
on its hospitals' medical staffs and to attract other qualified physicians,
there can be no assurance that the Company's hospitals will succeed in doing
so. In addition, certain physicians are affiliated with managed care providers
that may preclude them from utilizing the Company's facilities for their
patients, or referring patients to doctors using the Company's facilities, if
the facility or referred doctors are not currently contracting with such
managed care providers.

LINES OF BUSINESS

  The Company's operations are classified into two lines of business: acute
care and psychiatric care. In September 1996, the Company adopted a plan to
exit the psychiatric hospital business through the disposition of all of its
psychiatric hospitals. Accordingly, operating results of the psychiatric
hospitals for all periods presented have been reported separately as
"Discontinued operations - Loss from operations of discontinued psychiatric
hospitals" in the Consolidated Statements of Operations and net assets of the
discontinued operations have been segregated in the Consolidated Balance Sheet
under the caption "Long-term assets of discontinued operations, net," (see Item
8 - Financial Statements). Information regarding net revenue, operating income
(loss) and identifiable assets of the psychiatric care line of business for
each of the three  years ended December 31, 1996 and as of the end of each such
calendar year is disclosed under Item 8 - Note 7.

SOURCES OF REVENUE

  The Company receives payment for services rendered to patients from private
payors (primarily private insurance), managed care providers, the Federal
government under the Medicare program and  state governments under their
respective Medicaid programs. See "Hospital Accreditation and Government
Regulation - Medicare, Medicaid." Additionally, during 1996, the Company
entered into a capitated contract arrangement at PHC Regional Hospital in Salt
Lake City, Utah to provide healthcare services for approximately 94,000
capitated enrollees. Under the capitated contract, the Company is financially
committed to provide healthcare services to members under the contract in
return for a fixed premium per member per month. The table below sets forth by
each line of business the percentages of gross patient revenue received by the
Company's hospitals from each category of payor during each of the periods
indicated.





                                     page 8
<PAGE>   9
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31,
                                                                            -------------------------------------------
                                                                             1996               1995              1994
                                                                            ------            ------             ------
<S>                                                                         <C>              <C>                <C>
ACUTE CARE -
  Medicare  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          45.0%             48.4%              46.1%
  Medicaid  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          13.4%             12.9%              11.9%
  Private insurance, capitation and other
    payors  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          41.6%             38.7%              42.0%
                                                                            ------            ------             ------
                                                                            100.0%            100.0%             100.0%
                                                                            ======            ======             ======

PSYCHIATRIC CARE -
  Medicare  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          29.2%             22.3%              12.5%
  Medicaid  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7.5%                -                0.1%
  Private insurance and other
    payors  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          63.3%             77.7%              87.4%
                                                                            ------            ------             ------
                                                                            100.0%            100.0%             100.0%
                                                                            ======            ======             ======
</TABLE>

  With the exception of revenue based on capitated contract agreements, the
Company's revenue primarily depends on the level of inpatient census,  the
volume of outpatient services and outpatient facilities, the acuity of
patients' conditions and charges for services.  Reimbursement rates for
inpatient routine services vary significantly  depending on the type of service
and the geographic location of the hospital. Consistent with the trend in the
hospital industry, the Company has experienced an increase in the percentage of
patient revenues attributable to outpatient services. Such increase was
attributable to advances in technologies as well as increased pressures from
third party payors for hospitals to provide more care on an outpatient basis as
a more cost-effective alternative for inpatient care. See "Outpatient
Utilization" under the "Selected Operating Statistics" table below.

SELECTED OPERATING STATISTICS

   The following table sets forth selected operating statistics for the
Company's consolidated  hospitals for the periods and dates indicated.





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<PAGE>   10
<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31
                                                            -----------------------------------------------------
                                                               1996                  1995                 1994
                                                              ------                ------               ------
<S>                                                          <C>                    <C>                 <C>
ACUTE CARE HOSPITALS (1):
  Total number of hospitals                                         24                   19                  18
  Licensed beds at end of period                                 2,461                1,768               1,724
  Patient days                                                 277,553              246,107             256,470
  Inpatient admissions                                          58,693               45,574              46,407
  Average length of stay (days)                                    4.7                  5.4                 5.5
  Outpatient visits (2)                                      1,256,124              998,551             726,016
  Deliveries                                                     6,694                2,476               3,990
  Surgery cases                                                 37,136               27,699              30,115
  Occupancy rate                                                 38.5%                38.8%               40.0%
  Outpatient Utilization (3)                                     36.0%                32.6%               29.7%


PSYCHIATRIC HOSPITALS:
  Total number of hospitals                                          5                    3                   4
  Licensed beds at end of period                                   437                  218                 285
  Patient days                                                  42,949               46,493              59,405
  Inpatient admissions                                           4,432                4,749               5,470
  Average length of stay (days)                                    9.7                  9.8                10.9
  Outpatient visits                                             31,840               24,916              17,184
  Occupancy rate                                                 40.4%                53.4%               57.1%
  Outpatient Utilization (3)                                     11.9%                 7.8%               13.7%
</TABLE>

--------------------
(1) Includes a rehabilitation hospital.
(2) Includes home health visits.
(3) Gross Outpatient Revenue as a percent of Total Gross Patient Revenue.

HOSPITAL ACCREDITATION AND GOVERNMENT REGULATION

  All hospitals, and the healthcare industry generally, are subject to
compliance with various Federal, state and local regulations relating to
licensure, operations, billing, reimbursement, relationships with physicians,
construction of new facilities, expansion or acquisition of existing facilities
and offering of new services. All facilities receive periodic inspection by
state and local licensing agencies, as well as by nongovernmental organizations
acting under contract or pursuant to Federal law, to review compliance with
standards of medical care and requirements concerning facilities, equipment,
staffing, cleanliness and related matters. Failure to comply with applicable
laws and regulations could result in, among other things, the imposition of
fines, temporary suspension of the ability to admit new patients to the
facility or, in extreme circumstances, exclusion from participation in
government healthcare reimbursement programs such as Medicare and Medicaid
(from which the Company derives substantial revenues) or the revocation of
facility licenses. While all of the Company's hospitals have obtained the
licenses that the Company believes are necessary under applicable law for the
operation of the hospitals, there can be no assurance that its hospitals will
be able to comply in the future or that future regulatory changes will not have
an adverse impact on the Company. At December 31, 1996, all of the Company's
hospitals are  accredited by the Joint Commission on Accreditation of
Healthcare Organizations ("JCAHO") except for one rural hospital in Georgia,
which is surveyed annually by state regulatory authorities. Hospitals
accredited by JCAHO or state regulatory authorities are allowed to participate
in the Medicare/Medicaid programs.

  CERTIFICATE OF NEED -   In many of the states in which the Company's owned or
leased hospitals operate, certificate of need ("CON") regulations control the
development and expansion of healthcare services and facilities. Those
regulations generally require proper government approval for the expansion or
acquisition of existing facilities, the construction of new facilities, the
addition of new beds, the acquisition of major items of equipment and the
introduction of certain new services. Failure to obtain necessary approval can
result in the inability to complete a project, the imposition of civil and, in
some cases, criminal sanctions, the inability to receive Medicare and Medicaid
reimbursement and/or the revocation of a





                                    page 10
<PAGE>   11
facility's license.  Of the 11 states in which the Company operates, a CON is
required in Florida, Georgia, Louisiana, Mississippi, Missouri, Tennessee and
Virginia.

  MEDICARE - The federal Medicare program provides medical insurance benefits,
including hospitalization, principally to persons 65 and older and to
certain disabled persons. Each of the Company's hospitals is certified as a
provider of services under the Medicare program. A substantial portion of the
Company's revenue is derived from patients covered by this program. See
"Sources of Revenue" above.  The Medicare program has undergone significant
changes during the past several years to reduce overall healthcare costs, which
have resulted in reduced rates of growth in reimbursement payments for a
substantial portion of hospital procedures and charges.  In addition, the
requirements for certification in the Medicare program are subject to change.
In order to remain qualified for the program, it may be necessary for the
Company to make changes from time to time in its facilities, equipment,
personnel and services.  Although the Company intends to continue its
participation in the Medicare program, there is no assurance that it will
continue to qualify for participation.

  Pursuant to the Social Security Act Amendments of 1983 and subsequent budget
reconciliation and modifications, Congress adopted a prospective payment system
("PPS"). PPS is a fixed payment system in which illnesses are classified into
Diagnostic Related Groups ("DRGs") which do not consider a specific hospital's
costs, but are adjusted for an area wage differential. Each DRG is assigned a
fixed payment amount that forms the basis for calculating the amount that the
hospital is reimbursed for each Medicare patient. Generally, under PPS, if the
costs of meeting the health needs of the patient are greater than the
predetermined payment rate, the hospital must absorb the loss.  Conversely, if
the cost of the services provided is less than the predetermined payment, the
hospital retains the difference. DRG payments include reimbursement for capital
costs. Since DRG rates are based upon a statistically normal distribution of
severity, patients falling outside the normal distribution may afford
additional payments which are defined as "outliers."

  Prior to 1988, Medicare reimbursed hospitals for 100% of their share of
capital related costs, which included depreciation, interest, taxes and
insurance related to plant and equipment for inpatient hospital services.  The
reimbursed rate was reduced thereafter to 85% of costs.  Federal regulations,
effective October 1, 1991, created a PPS for inpatient capital costs to be
phased in over a ten-year transition period from a hospital-based rate to a
fully Federal payment rate or a per-case rate, which is likely to result in
further reductions in the rate of growth in reimbursement payments.  Such a
method of capital cost payment could have a material adverse effect on the
operating revenues of the Company.

  Psychiatric and rehabilitation hospitals, as well as psychiatric or
rehabilitation units that are distinct parts of a hospital, are exempt from PPS
and continue to be reimbursed on a reasonable cost basis, with limits placed
upon the annual rate of increase in operating costs per discharge. In addition,
many outpatient services continue to be reimbursed, subject to certain
regulatory limitations, on a modified cost-reimbursement basis, at the lower of
customary charges or a percentage of actual costs. Congress has established
additional limits on reimbursement of the following outpatient services: (i)
clinical laboratory services, which are reimbursed based upon a fee schedule
and (ii) ambulatory surgery procedures and certain imaging and other diagnostic
procedures, which are reimbursed based upon the lower of the hospital's
specific costs or a blend of the hospital's specific costs and the rate paid by
Medicare to non-hospital providers for such services. Studies are currently in
process at the Health Care Financing Administration (the "HCFA") that propose
converting payment for all outpatient services (including home health
services), inpatient psychiatric services and skilled nursing care to a
prospective payment system. The financial effect of these changes may have a
negative impact on the Company, although the exact method of implementing these
reductions and whether a prospective payment system for outpatient services,
inpatient psychiatric and  home health services and skilled nursing care will
be adopted are not yet known.

  Pursuant to the Omnibus Budget Reconciliation Act of 1990, Congress revised
the Gramm-Rudman budget and sequestration process and established a
"pay-as-you-go" system for entitlement programs, including Medicare.
Legislation increasing entitlements and/or reducing revenues must be
deficit-neutral (i.e., it must pay for itself by a reduction in entitlement
spending





                                    page 11
<PAGE>   12
elsewhere or additional revenues). Legislation violating the pay-as-you-go
principle would trigger a sequestration of entitlement program funds in the
same amount that such legislation added to the deficit. Up to a maximum of 4%
of Medicare program funds would be included among those sequestered. Medicaid
program funds, however, continue to be exempt from sequestration. Payment
reductions under the revised sequestration process were not implemented in
fiscal years 1994, 1995 or 1996. If implemented in future years, these
reductions could have a material adverse effect on the Company's operating
revenues. However, because the actual amount of the reduction for any fiscal
year may vary according to the Federal deficit, the financial impact of the
revised process on the Company cannot be predicted.

  Congressional action to lower or control the growth in the Federal budget
deficit could have an adverse effect on the Company's Medicare revenues. The
Company anticipates that the rate of growth in reimbursement payments to
hospitals will be reduced as a result of future legislation but is unable to
project the actual amount of any such  reductions and their impact on the
Company.

  MEDICAID -   Medicaid is a federally mandated medical assistance program that
is administered and funded in part by each state pursuant to which hospital
benefits are available to indigent persons.  Each of the Company's hospitals is
certified for participation in the various state Medicaid programs. A
substantial portion of the Company's revenue is derived from patients covered
by this program. See "Sources of Revenue." Medicaid payment methodology varies
from state to state, with most payments being made on a prospective payment
system or under programs which negotiate payment levels with individual
hospitals. Many states have adopted broad-based hospital-specific taxes to help
fund the state's share of its Medicaid program. In addition, certain states
have obtained or are applying for waivers from HCFA to replace their Medicaid
program with a managed care program.

  The Medicare and Medicaid programs make additional payments to those
healthcare providers that serve a disproportionate share of low income
patients.  The qualification and funding for disproportionate share payments
vary by  year, and by state as applicable to Medicaid.  Disproportionate share
payments for future years could vary significantly from historical payments.

  Within the statutory framework of the Medicare and Medicaid programs, there
are substantial areas subject to administrative rulings, interpretations and
discretion that may affect payments made under these programs.  Funds received
from these programs are subject to audit. These audits can result in
retroactive adjustments of such payments.  There can be no assurance that
future audits will not result in material retroactive adjustments.

  To ensure efficient utilization of facilities and services, Federal
regulations require that admission to and utilization of facilities by Medicare
and Medicaid patients must be reviewed by a Peer Review Organization ("PRO"). A
PRO may address the appropriateness of patient admissions and discharges, the
quality of care provided, the validity of DRG classifications and
appropriateness of cases with extraordinary length of stay or cost. The PRO may
deny admission or payment.  Such review may be conducted either prospectively
or retroactively and is subject to administrative and judicial appeal.

  Federal and state legislators continue to consider legislation that could
significantly impact Medicare, Medicaid and other government funding of
healthcare costs.  Initiatives currently before Congress, if enacted, would
reduce the rate of growth in reimbursement payments under various government
programs including, among others, payments to disproportionate share and
teaching hospitals.  A reduction in these payments would adversely affect net
revenue and operating margins at certain of the Company's hospitals.  The
Company is unable to predict what legislation, if any, will be enacted at the
Federal and state level in the future or what effect such legislation may have
on the Company's financial position, results of operations or liquidity.

  ANTI-KICKBACK AND SELF-REFERRAL REGULATIONS - Federal law prohibits the
knowing and willful payment, receipt or offer of remuneration by healthcare
providers to any person, including physicians, to induce referrals of Medicare
and Medicaid patients or in exchange for





                                    page 12
<PAGE>   13
such referrals (the "Anti-Kickback Law"). Federal law also prohibits a
physician from referring Medicare and Medicaid patients to certain designated
health services in which the physicians have ownership or certain other
financial arrangements, unless an exception is available (the "Stark II Law").
Many states have adopted or are considering similar legislative proposals to
extend beyond the Medicaid program to include all payors. Violations of the
Anti-Kickback Law and Stark II Law may result in certain civil sanctions, such
as civil monetary penalties, and exclusion from participating in the Medicare
and Medicaid programs. Violations of the Anti-Kickback Law can also result in
the imposition of criminal sanctions.

  The Office of the Inspector General of Health and Human Services ("OIG") has
promulgated regulations that define certain safe harbors to offer protection to
certain common business arrangements under the Anti-Kickback Law. The failure
of an arrangement to meet the requirements of a safe harbor does not render the
arrangement illegal. Those arrangements, however, are subject to scrutiny by
the OIG's office and other enforcement agencies. None of the Company's joint
ventures with physician investors falls within any of the defined safe harbors.
Under the Company's joint venture arrangements, physician investors are not
under any obligation to refer or admit their patients, including Medicare or
Medicaid beneficiaries, to receive services at the Company's facilities, nor
are distributions to those physician investors contingent upon or calculated
with reference to referral by the physician investors.  On the basis thereof,
the Company does not believe the ownership of interests in or receipt of
distributions from its joint ventures would be construed to be knowing and
willful payments to the physician investors to induce them to refer patients in
violation of the Anti-Kickback Law. In addition, the Company has entered into
various other relationships and arrangements with physicians, including the
acquisition of physician practices. There can be no assurance that such
arrangements will not be challenged by government enforcement agencies. In
addition, in certain circumstances, private citizens may bring a civil action
to recover sums paid in violation of Federal law.

  Federal and state government agencies have announced heightened and
coordinated civil and criminal enforcement efforts. The Company cannot predict
the effect on the Company's financial position, revenues, earnings and
liquidity of possible judgments, if any, that may result from any
inquisitions, nor the impact of new Federal or state laws and regulations that
could require the Company to restructure certain of its arrangements.

  STATE HOSPITAL RATE-SETTING ACTIVITY -   Certain states in which the Company
operates hospitals mandate rates for hospitals or levy taxes on hospital
revenues, assessments or licensure fees to fund indigent healthcare within the
state.

  In Florida, where the Company owns one hospital with a total of 129 licensed
beds, a budget review process and a limit on rates of increase in gross revenue
and net revenue per adjusted admission are in effect. The maximum annual
percentage any hospital may increase its revenue per adjusted admission is
limited to an administratively determined cost of healthcare index plus an
annual percentage in excess thereof. Rate increases are reviewed annually. This
law limits the ability of hospitals located in Florida to increase rates in
order to maintain operating margins. There can be no assurance that other
states in which the Company operates will not enact similar rate-setting
provisions.

ENVIRONMENTAL MATTERS

  The Company is subject to various Federal, state and local statutes and
ordinances regulating the discharge of materials into the environment.  The
Company's management does not believe that the Company will be required to
expend any material amounts in order to comply with these laws and regulations
or that compliance will materially affect its capital expenditures, earnings or
competitive position.

SEASONALITY

  The hospital industry is seasonal, with the strongest demand for hospital
services generally occurring during January through April and the weakest
during the summer months. Accordingly, in the absence of acquisitions, the
Company's revenues and earnings are generally highest during the first quarter
and lowest during the third quarter.





                                    page 13
<PAGE>   14
MEDICAL STAFF AND EMPLOYEES

  At December 31, 1996, the Company had approximately 8,800 full-time and
part-time employees, of which approximately 730 were covered by collective
bargaining agreements. The Company also had 2,900 licensed physicians who were
members of the medical staffs of the Company's hospitals.  Physician staff
members may also serve on the medical staffs of other hospitals and each may
terminate his or her affiliation with the Company's hospital at any time.

  At December 31, 1996, DHHS had approximately 1,300 employees.  It has 170
physicians who were active members of the medical staff.  Approximately 430
employees of DHHS were members of a union and DHHS is negotiating a collective
bargaining agreement with such members.

LIABILITY INSURANCE

  The Company is subject to claims and suits in the ordinary course of
business,  including those arising from care and treatment afforded at its
facilities.  The Company maintains insurance and, where appropriate, reserves
with respect to the possible liability arising from such claims. For periods
from October 1992 to December 1996, the Company, excluding the former Champion
entities, insured the first $500,000 of general and professional liability
claims through its wholly owned subsidiary, Hospital Assurance Company Ltd
("HAC"). The Company had third-party excess insurance coverage over the first
$500,000 per occurrence up to $100 million. Commencing January 1, 1997, in
conjunction with the Company's plan to cease all underwriting activity of HAC,
the Company became self-insured for the first $1.0 million of general and
professional liability claims, with excess insurance amounts up to $100.0
million covered by a third party insurance carrier, including all claims
incurred but not reported as of December 31, 1996 for all subsidiaries,
including Champion. The Company is self-insured for reported claims related to
former Champion facilities for periods prior to 1997 up to $1.0 million per
occurrence and $4.0 million in the aggregate, with amounts in excess of $1.0
million but less than $10 million covered by a third party insurance carrier.
The Company accrues an estimated liability for its uninsured exposure and
self-insured retention based on historical loss patterns and actuarial
projections. Although the Company believes that its insurance and loss reserves
are adequate, there can be no assurance that such insurance and loss reserves
will cover all potential claims that may be asserted.

ITEM 1.A. EXECUTIVE OFFICERS OF THE REGISTRANT

  The following is certain information regarding the executive officers of the
Company.

CHARLES R. MILLER, age 58, has served as President, Chief Operating Officer and
a director of the Company since August 1996. From 1990 to 1996, he was
Chairman, President and Chief Executive Officer of Champion, which he
co-founded. From 1987 to 1989, he co-owned and operated an acute care hospital
in El Paso, Texas, which he sold in 1988. From 1981 to 1986, he co-founded
Republic Health Corporation ("Republic") and served as President and director
until his resignation as a result of his election not to participate in a
leveraged buy-out of Republic, which was then the fifth largest publicly-held
hospital management company. Prior thereto, he was employed in various
management positions  for seven years by Hospital Affiliates International
("HAI").

JAMES G. VANDEVENDER, age 49, has served as Executive Vice President, Chief
Financial Officer and a director of the Company since August 1996. From 1990 to
1996, he was Executive Vice President, Chief Financial Officer, Secretary and a
director of Champion, which he co-founded. From 1987 to 1989, Mr. VanDevender
pursued private investments.  From 1981 to 1987, he was Senior Vice President
of Republic, primarily responsible for acquisitions and development, and held
other senior management positions in the areas of accounting and finance. Prior
thereto, he was employed in various management positions for four years by HAI.

RONALD R. PATTERSON, age 55, has served as Executive Vice President and
President, Healthcare Operations of the Company since August 1996. He was
Executive Vice President and Chief Operating Officer of Champion from 1994 to
1996 and  Senior Vice President - Operations from 1992 to 1994.





                                    page 14
<PAGE>   15
From 1990 to 1991, he was Senior Vice President of Harris Methodist Health
System, a not-for-profit healthcare system.  From 1988 to 1990, he was a
healthcare consultant, specializing in private turnaround management. From 1982
to 1988, he was  with Republic, initially as Operations Vice President and
subsequently as Senior Vice President of one of its major operating divisions.
Prior thereto, he was employed in various management positions for six years by
HAI.

ROBERT C. JOYNER, age 49, has served as Senior Vice President, Secretary and
General Counsel since August 1996. He concurrently is responsible for the
departments of Human Resources and Insurance and Risk Management. He joined the
Company in 1986 as Vice President, Corporate Counsel and Assistant Secretary.
Prior thereto, he was Senior Vice President and Assistant General Counsel for
National Medical Enterprises, Inc. ("NME")(now Tenet Healthcare). Mr. Joyner is
a member of the California and Florida Bars.

GEORGE ASBELL, age 49, has served as Senior Vice President, Operations since
1995. He is responsible for hospital operations of the Company in the Eastern
Division. He joined the Company in 1985 as Senior Financial Officer - Eastern
Region, subsequently promoted in 1988 to Regional Vice President, Operations
and Development, and in 1995, to his current position. Prior thereto, Mr.
Asbell was employed for five years in various capacities by American Medical
International.

MICHAEL M. BROOKS, age 48, has served as Senior Vice President, Acquisitions
since August 1996. From 1992 to 1996, he was Senior Vice President - Operations
Controller/Administration and Development of Champion and effective February
1996, became Senior Vice President - Development. From 1989 to 1992, he was a
healthcare consultant and was associated with Champion in that capacity during
1991. From 1987 to 1988, he co-owned and operated an acute care hospital in El
Paso, Texas. From 1983 to 1986, he was employed in various senior management
positions by Republic.

LAWRENCE A. HUMPHREY, age 41, has served as Senior Vice President, Corporate
Finance since August 1996. He concurrently is responsible for the operations of
the hospitals located in the Los Angeles metropolitan area. From 1993 to 1996,
he was Vice President - Operations  Finance of Champion, and effective February
1996, was promoted to Senior Vice President - Corporate Finance. Prior thereto,
he was employed in various management positions for 12 years by NME. Mr.
Humphrey is a Certified Public Accountant.

W. WARREN WILKEY, age 52, has served as Senior Vice President, Operations since
August 1996. He is responsible for hospital operations of the Company in the
Western Division. From 1995 to 1996, he was Vice President - Operations of
Champion, and effective February 1996, was promoted to Senior Vice President -
Market Operations. Prior thereto, Mr.  Wilkey was Vice President and Director
of Group Operations for EPIC Healthcare Group for six years.

  During 1996, Mr. James T. Rush, the Chief Financial Officer of the pre-merger
Paracelsus, and Mr. David R. Topper, Senior Vice President, Development,
resigned as executive officers of the Company. Effective April, 14, 1997, Mr.
R.J. Messenger ceased to be Chief Executive Officer and director of the
Company.

ITEM 2. PROPERTIES

  The following table sets forth the name, location, type of facility, date of
acquisition and number of licensed beds for each of the hospitals operated by
the Company as of December 31, 1996.  Unless otherwise indicated, all hospitals
are owned by the Company.



<TABLE>
<CAPTION>
                                                                 TYPE OF                   DATE OF           LICENSED
               LICENSED FACILITY                LOCATION         FACILITY                ACQUISITION           BEDS
               -----------------                --------         --------                -----------           ----
<S>                                             <C>              <C>                        <C>                <C>
CALIFORNIA
----------
Bellwood General Hospital (1)                   Bellflower       Acute Care                 2/08/82             85
Chico Community Hospital                        Chico            Acute Care                 4/28/85            123
</TABLE>





                                    page 15
<PAGE>   16
<TABLE>
<CAPTION>
                        
                        
                                                                 TYPE OF                   DATE OF           LICENSED
               LICENSED FACILITY                LOCATION         FACILITY                ACQUISITION           BEDS
               -----------------                --------         --------                -----------           ----
<S>                                             <C>              <C>                       <C>                 <C>
Chico Community Rehabilitation                  Chico            Rehabilitative             6/30/94             60
 Hospital(2)
Hollywood Community Hospital                    Los Angeles      Acute Care                12/22/82            100
 of Hollywood (1)
Hollywood Community Hospital                    Van Nuys         Psychiatric               11/01/82             59
 of Van Nuys (1)
Lancaster Community Hospital                    Lancaster        Acute Care                 2/01/81            131
Los Angeles Community Hospital (1)              Los Angeles      Acute Care                 8/08/83            130
Monrovia Community Hospital(1)(3)               Monrovia         Acute Care                 2/01/81             49
Norwalk Community Hospital (1) (4)              Norwalk          Acute Care                 2/01/81             50
Orange County Community                         Orange           Psychiatric               11/01/91            104
 Hospital of Orange (1)(5)
Orange County Hospital of                       Buena Park       Psychiatric                2/01/81             55
 Buena Park (1)

FLORIDA
-------
Santa Rosa Medical Center(2)                    Milton           Acute Care                 5/17/96            129

GEORGIA
-------
Flint River Community                           Montezuma        Acute Care                 1/01/86             50
 Hospital(2)

LOUISIANA
---------
Crossroads Regional Hospital (6)                Alexandria       Psychiatric                8/16/96             70

MISSISSIPPI
-----------
Senatobia Community                             Senatobia        Acute Care                 1/01/86             76
 Hospital(1)

MISSOURI
--------
Lakeland Regional Hospital (6)                  Springfield      Psychiatric                8/16/96            149

NORTH DAKOTA
------------
Heartland Medical Center(7)                     Fargo            Acute Care                 8/16/96            146
Dakota Hospital(7)                              Fargo            Acute Care                 8/16/96            199

TENNESSEE
---------
Cumberland River Hospital                       Celina           Acute Care                10/01/85             36
 North(2)
Cumberland River Hospital                       Gainsboro        Acute Care                 9/05/95             44
 South
Fentress County General                         Jamestown        Acute Care                10/01/85             84
 Hospital
Bledsoe County Hospital(2)                      Pikeville        Acute Care                10/01/85             32

TEXAS
-----
BayCoast Medical Center                         Baytown          Acute Care                 8/16/96            191
The Medical Center of Mesquite                  Mesquite         Acute Care                10/01/90            176
Westwood Medical Center                         Midland          Acute Care                 8/16/96            101

UTAH
----
Davis Hospital and Medical                      Layton           Acute Care                 5/17/96            120
 Center
Jordan Valley Hospital                          West Jordan      Acute Care                 8/16/96             50
PHC Regional Hospital and Medical Center        Salt Lake City   Acute Care                 5/17/96            125
</TABLE>





                                    page 16
<PAGE>   17
<TABLE>
<CAPTION>
                        
                        
                                                                     TYPE OF               DATE OF           LICENSED
               LICENSED FACILITY                LOCATION             FACILITY            ACQUISITION           BEDS
               -----------------                --------             --------            -----------           ----
<S>                                             <C>                                         <C>              <C>
Pioneer Valley Hospital(2)                      West Valley City     Acute Care             5/17/96            139
Salt Lake Regional Medical                      Salt Lake City       Acute Care             8/16/96            200
 Center                                                                        
                                                                               
VIRGINIA                                                                       
--------                                                                       
Metropolitan Hospital(8)                        Richmond             Acute Care             8/16/96            180

                                                                                                             -----
   Total licensed beds                                                                                       3,243
                                                                                                             =====
----------------------                                                                                            
</TABLE>
(1)  Facilities are being held for sale.
(2)  Hospital facility is leased.
(3)  Monrovia Community Hospital is operated as a joint venture with a
     physician investor.  Paracelsus owns a 51.0% interest in this joint
     venture.
(4)  The Company closed the emergency room and the intensive care unit of this
     facility in December 1996. This facility has been operating at a reduced
     level since such date.
(5)  The Company closed this facility in January 1997 and consolidated services
     into the Buena Park facility.
(6)  The Company has entered into a definitive agreement, subject to a
     financing contingency, in March 1997 to sell these facilities.
(7)  The Company owns a 50.0% interest in and operates DHHS, a partnership that
     owns the hospital.
(8)  The Company owns an 89.0% general partnership interest in a limited
     partnership that owns the hospital.

  The Company owns, leases or manages medical office buildings located adjacent
to certain of its hospitals. Most of the space in each medical office building
is leased or subleased, primarily to local physicians.  The remaining space is
used by the Company for hospital administration and clinical purposes or held
for future development.

  The Company leases its corporate offices in Houston, Texas and other
satellite offices in  Salt Lake City, Utah and Brentwood, Tennessee. The
Company has entered into an agreement to sublease its leased offices in
Pasadena, California to a third party, effective March 1997.

ITEM 3.     LEGAL PROCEEDINGS

  STOCKHOLDERS' LITIGATION - On April 17, 1996, the Company and Champion were
served with a lawsuit filed in the Court of Chancery of the State of Delaware
in and for New Castle County by a Champion stockholder against certain
directors and officers of Champion and the Company.  This lawsuit, which among
other things seeks class certification, alleges that the Merger and the
consideration to be paid to Champion's stockholders was unfair and grossly
inadequate and that the named defendants have violated their fiduciary duties
to Champion and the stockholders of Champion.  In this action, the plaintiff
seeks to rescind the Merger transaction or award Champion stockholders
rescissory damages, plus costs and attorneys' fees.

  Since October 11, 1996, eight complaints have been filed against the Company
by current or former stockholders of the Company, allegedly on behalf of all
persons who received the Company's common stock through the Merger with
Champion and who purchased common stock or a portion of the $325 million 10%
Senior Subordinated Notes (the "Notes") between August 13, 1996 and October 9,
1996.  Two of these complaints were filed in the Superior Court of the State of
California, County of Los Angeles, one in the District Court of Harris County,
Texas and five in the United States District Court for the Southern District of
Texas, Houston Division.  The named defendants in these lawsuits are the
Company and certain current and former officers and directors of the Company.





                                    page 17
<PAGE>   18
  In these lawsuits, the plaintiffs have alleged violations of Federal,
California and Texas securities laws.  Additionally, the plaintiffs alleged
that during the class period, the named defendants disseminated materially
misleading statements and omitted disclosing material facts about the Company
and its business, specifically in the reporting and disclosure of reserves, bad
debt expenses, collection expenses and facility closure costs and that the
price of the Company's common stock was artificially inflated.  The plaintiffs
also alleged that the named defendants failed to make a reasonable
investigation and did not possess reasonable grounds for the belief that the
statements contained in the various registration statements and  prospectuses
filed during the class period were true, or that there was an omission of
material facts necessary to make the statements contained therein not
misleading.  The plaintiffs seek damages in an unspecified amount and
extraordinary, equitable or injunctive relief, plus costs and attorneys' fees.

  In light of the Company's restatement of financial information contained in
the various registration statements and prospectuses, the Company believes an
unfavorable outcome is probable for at least some of the claims asserted in the
lawsuits. The Company  believes that the stockholder class actions asserted
against the Company are likely to settle rather than to proceed to trial,
judgment, and appeal and that, given the circumstances of these cases, the
terms of a settlement would be structured in a manner to avoid causing the
Company to seek  protection  under the federal bankruptcy reorganization laws.
In any circumstances where the Company could not structure a settlement of all
claims within its financial resources, it would vigorously defend any attempt
to establish the amount of liability or to require payment beyond its resources.

  OTHER LITIGATION - During March 1996, the Company settled two lawsuits in
connection with the operations of its psychiatric programs. The Company
recorded a charge for settlement costs totaling $22.4 million. Such charge
consisted primarily of settlement payments, legal fees and the write off of
certain psychiatric accounts receivable. The Company did not admit liability in
either case but resolved its dispute through the settlements in order to
facilitate the Champion acquisition, re-establish a business relationship
and/or avoid further legal costs in connection with the disputes.

  The Company is subject to claims and legal actions by patients and others in
the ordinary course of business. The Company believes that all such claims and
actions are either adequately covered by insurance or will not have a material
adverse effect on the Company's financial condition, results of operations or
liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  No matters were submitted to  a vote of security holders during the fourth
quarter of the year ended December 31, 1996.





                                    page 18
<PAGE>   19
                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

  On August 16, 1996, the Company completed an initial public offering of its
Common Stock and acquired Champion, a publicly-traded company. The Company's
Common Stock began trading on the New York Stock Exchange ("NYSE") under the
symbol "PLS" on August 16, 1996. At March 31, 1997, there were approximately
579 holders of record of the Company's Common Stock. The following table set
forth the high and low sale prices per share of the Company's Common Stock for
the periods indicated, as reported by the NYSE.

<TABLE>
<CAPTION>            
                                            1996
                               High                        Low
                             --------                    -------
  <S>                        <C>                         <C>
  Third Quarter              $ 10 1/8                    $ 8 1/8
                     
  Fourth Quarter               10 1/2                      3 1/8
</TABLE>             
                     
  The  Company paid  Dr. Manfred G. Krukemeyer, Chairman of the Board of
Directors and the Company's former sole shareholder, cash dividends of $24.9
million and $5.4 million during 1996 and 1995, respectively (see Item 8 - Notes
14 and 17). As a publicly-traded company, the Company has not declared any cash
dividends and does not anticipate the payment of any cash dividends in the
foreseeable future. See Item 8 - Note 10 for information regarding certain
restrictions on the Company's ability to pay cash dividends.

ITEM 6. SELECTED FINANCIAL DATA

  The following table summarizes certain selected financial data of the Company
and should be read in conjunction with the related Consolidated Financial
Statements and accompanying Notes to Consolidated Financial Statements (see
Item 8).  Information for periods prior to 1996 has been recast to a calendar
year basis and reflects restatement entries described at Item 8 - Note 2.





                                    page 19
<PAGE>   20
<TABLE>
<CAPTION>

(IN 000'S, EXCEPT PER SHARE DATA AND RATIOS)                            RESTATEMENT - SEE ITEM 8 - NOTE 2
------------------------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,                            1996             1995             1994             1993             1992
                                                    ----             ----             ----             ----             ----
<S>                                           <C>
INCOME STATEMENT DATA (A)
Net revenue                                   $   493,106      $   434,179      $   438,625     $    392,199     $    351,952
Operating expenses                               (493,575)        (399,019)        (393,550)        (355,054)        (313,163)
                                                                                                                                   
Capital costs (b)                                 (54,761)         (31,719)         (28,846)         (24,968)         (21,763)
                                                  
Impairment charges (c)                            (72,322)               -                -                -                -
Merger costs                                      (40,804)               -                -                -                -
Unusual charges (d)                               (60,521)               -                -                -                -
Gain from sale of a hospital                            -            9,026                -                -                -
Minority interests                                 (1,806)          (1,803)          (2,449)          (2,643)          (3,670)
                                              -----------      -----------      -----------     ------------     ------------
Income (loss) from continuing
   operations before income
   taxes and extraordinary loss                  (230,683)          10,664           13,780            9,534           13,356
                                                                                                                                  
Provision (benefit) for
   income taxes (e)                               (76,186)           4,375            5,818            4,290            5,555
                                              -----------      -----------      -----------     ------------     ------------
Income (loss) from continuing
   operations before extra-
   ordinary loss                                 (154,497)           6,289            7,962            5,244            7,801
                                                                                                                                  
Income (loss) from dis-
   continued operations (e)                       (70,995)          (2,852)            (106)          (2,288)           4,560
                                              -----------      -----------      -----------     ------------     ------------
Income before extraordinary
   loss                                          (225,492)           3,437            7,856            2,956           12,361
                                                                                                                                  
Extraordinary loss(e) (f)                          (7,724)               -              (33)            (464)               -
                                              -----------      -----------      -----------     ------------     ------------
Net income (loss)                             $  (233,216)     $     3,437      $     7,823     $      2,492     $     12,361
                                              -----------      -----------      -----------     ------------     ------------
Income (loss) per share:
   Continuing operations                      $     (3.94)     $      0.21      $      0.26     $       0.18     $       0.26
   Discontinued operations                          (1.81)           (0.09)               -            (0.08)            0.16
   Extraordinary loss                               (0.20)               -                -            (0.02)               -
                                              -----------      -----------      -----------     ------------     ------------
Income (loss) per share                       $     (5.95)     $      0.12      $      0.26     $       0.08     $       0.42
                                              -----------      -----------      -----------     ------------     ------------
Weighted average common shares
   outstanding (g)                                 39,213           29,772           29,772           29,772           29,772
                                                                                                                                  

BALANCE SHEET DATA
Cash and cash equivalents                     $    17,771      $     4,418      $     2,004     $      1,282     $        852
Working capital                                    33,762           57,011           66,410           47,388           78,553
                                                                                                                                  
Total assets                                      772,832          333,386          324,650          300,297          300,408
                                                                                                                                  
Long-term debt (h)                                491,057          130,352          122,252          103,316          111,708
                                                                                                                                  
Stockholders' equity                               48,487           86,721           88,337           84,064           81,832
                                                                                                                                  
Book value per share                                 0.88             2.91             2.97             2.82             2.75
                                                                                                                                  

RATIOS
Adjusted EBITDA  (i)                               (2,275)          33,357           42,626           34,502           35,119
                                                                                                                                  
Adjusted EBITDA Margin                               (0.5)%            7.7%             9.7%             8.8%            10.0%
                                                                                                                                   
Current ratio                                      1.21:1           1.82:1           2.10:1           1.83:1           2.43:1
                                                                                                                                  
Debt to total book                                   91.0%            60.0%            58.1%            55.1%            57.7%
 capitalization                                                                                                             
----------------------------------                                                                                                 
</TABLE>
(a) Financial data for fiscal years prior to 1996 have been restated to reflect
    the effects of the restatement entries (See Item 8 - Note 2).  Operations
    of the psychiatric hospitals have also been reclassified as discontinued
    operations.  The impact of the restatement entries for the years ended
    December 31, 1995, 1994 and 1993 and 1992 was an increase (decrease) in net
    revenue of $(13.6) million, $(7.1) million, $(14.1) million and $3.3
    million, net income of $(9.2) million, $(4.6) million, $(9.4) million and
    $1.9 million and net income per share of $(0.31), $(0.16), $(0.32) and
    $0.06, respectively.
(b) Includes interest, depreciation and amortization.
(c) Consists primarily of the write down of PHC Regional Hospital for $52.5
    million ($0.90 per share) and the write down of certain hospitals in the LA
    metro area for $11.9 million ($0.20 per share) (See Item 8 - Note 8)
(d) Consists of charges of $38.1 million ($0.65 per share) for a loss contract
    and $22.4 million ($0.38 per share) for expenses relating to the Special
    Committee's investigation and other litigation matters.
(e) Includes a reduction in income tax benefits of $50.0 million ($1.27 per
    share) in 1996 from the recording of a valuation allowance, which offsets
    the Company's net deferred tax assets. Of this amount, $17.7 million was
    applied to reduce income tax benefits on losses from continuing operations
    and the remaining $32.3 million to reduce income tax benefits on losses from
    discontinued operations and an extraordinary loss. As a result, no income
    tax benefits have been recognized on the losses from discontinued operations
    and the extraordinary loss recorded in 1996.
(f) Reflects loss associated with the early extinguishment of debt.
(g) Reflects the effect of the 66,159.426-for-one stock split in conjunction
    with the Merger.
(h) Excludes current maturities of long-term debt.
(i) Adjusted EBITDA represents income before income taxes, depreciation and
    amortization, interest, impairment charge, merger costs, unusual charges,
    gain from sale of a hospital and extraordinary items.  While EBITDA is not
    a substitute for operating cash flows determined in accordance with
    generally accepted accounting principles, it is a commonly used tool for
    measuring a company's ability to service debt.


                                    page 20
<PAGE>   21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

  Certain statements in this Item are "forward-looking statements" made pursuant
to the safe harbor provisions of the Reform Act.  Forward-looking statements
involve a number of risks and uncertainties.  Factors which may cause the
Company's actual results in future periods to differ materially from forecast
results include, but are not limited to: the outcome of litigation pending
against the Company and certain affiliated persons; the outcome of negotiations
with the Company's Senior Lenders; any effects of the disclosures in this Form
10-K on the Company's business relationships; general economic and business
conditions, both nationally and in the regions in which the Company operates;
industry capacity; demographic changes; existing government regulations and
changes in , or the failure to comply with government regulations; legislative
proposals for healthcare reform; the ability to enter into managed care provider
arrangements on acceptable terms; changes in Medicare and Medicaid reimbursement
levels; liability and other claims asserted against the Company; competition;
the loss of any significant customer; changes in business strategy or
development plans; the ability to attract and retain qualified personnel,
including physicians; the significant indebtedness of the Company; and the
availability and terms of  capital to fund the expansion of the Company's
business, including the acquisition of additional facilities.

RECENT DEVELOPMENTS

  SPECIAL COMMITTEE INVESTIGATION -  The Special Committee's investigation led
to the recommendation that the Company restate its prior years' financial
statements (see "Restatement" herein). The Special Committee is recommending a
number of policies and procedures and other steps designed to prevent
recurrence of past accounting errors and irregularities.

  BANK WAIVERS AND AMENDMENTS - As a result of net losses from continuing
operations in 1996 and the restatement of prior years' financial statements,
the Company was in default of certain provisions of its credit agreement (the
"Credit Agreement") with its Senior Lenders. The Company has received waivers
from the Senior Lenders for all violations of covenants at December 31, 1996
and for periods prior thereto. Additionally, the Company has entered into an
amendment of the Credit Agreement which provides, among other things, a
reduction in amounts available under the Credit Facility, an increase in
interest rates and new financial covenants (see "Liquidity and Capital
Resources" and Item 8 - Note 10).

  PHC REGIONAL HOSPITAL - On May 17, 1996, the Company acquired PHC Regional
Hospital from FHP for approximately $71.0 million. Contemporaneously with
acquiring the hospital, the Company entered into a 15-year capitated contract
with FHP (see Item 8 - Note 3). The Company has determined that expected future
healthcare and maintenance costs under such capitated contract will exceed
future premiums. Accordingly, the Company recorded a charge of $38.1 million
($25.5 million after-tax) for the loss contract. Additionally, because the
capitated contract represented in excess of 85% of the net revenue of the
hospital, the Company determined that the carrying value of the hospital was
significantly impaired. Accordingly, the Company recorded an impairment charge
of $52.5 million ($35.2 million after-tax) to reduce the Company's investment
in PHC Regional Hospital to its net realizable value based on an independent
appraisal of the facility as other than an acute care hospital. The Company has
developed a consolidation plan that may result in closing PHC Regional Hospital
based upon the option to redistribute from PHC Regional Hospital the patient
volume to the Company's remaining four hospitals in its Salt Lake network.
These plans are subject to coordination and negotiation with FHP, the 
hospital's medical staff and other providers in the area.

RESTATEMENT

  Following changes in the Company's management which became effective as of
the merger with Champion on August 16, 1996 (the "Merger"), management
determined that there were financial performance and accounting issues with the
pre-merger operating results of the Company. In





                                    page 21
<PAGE>   22
October 1996, the Company announced that its third quarter results would be
substantially lower than expected. At the same time, the Board of Directors
formed a Special Committee of non-management members to supervise the conduct
of an inquiry by outside legal counsel as to the nature and reasons for the
earnings shortfall and investigate the accounting and financial reporting
practices and procedures in periods prior to September 30, 1996.  As a result
of its investigation, the Special Committee recommended to the Board that the
Company restate its prior period financial statements. The need for the
restatement of prior period financial statements was the result of accounting
errors and irregularities at pre-merger Paracelsus in the following areas: (i)
overstatement of receivables due from Medicare and other government programs,
(ii) use of corporate reserves, (iii) provisions for  bad debt expense relating
principally to two of the Company's psychiatric hospitals in the Los Angeles
area, and (iv) deferral of facility closure costs which only affected the 1996
quarterly information.

  The following table presents a summary of the impact of the restatements on
fiscal years ended September 30, 1995 and 1994. As previously discussed
elsewhere in this Form 10-K, the Company elected to change its year end from
September 30 to December 31 during 1996. Item 8 - Note 2 contains a more
expanded presentation of the impact of the restatement and reconciles the
restated amounts for the fiscal years ended September 30, 1995 and 1994 to
amounts for the years ended December 31, 1995 and 1994 as reported in the
Consolidated Statements of Income in this Form 10-K.

<TABLE>
<CAPTION>
                                                                                     As
                        As Previously                                            Previously
(In 000's,               Reported                             As Restated         Reported                             As Restated
 except per              September                             September          September                             September
 share data)              30, 1995          Adjustments         30,1995            30, 1994          Adjustments         30,1994
------------            ----------          -----------         -------          ----------          -----------         -------
<S>                     <C>                  <C>               <C>                 <C>                <C>               <C>
Net Revenue             $500,703 (a)         $(12,100)         $488,603            $507,864           $(10,666)         $497,198
Income from
 continuing
 operations
 before
 income taxes             22,011              (19,691)            2,320              20,870            (11,215)            9,655
Net income/
  (loss)                  12,987              (11,618)            1,369              11,806             (6,611)            5,195
Income / (loss)
  per share                 0.44                (0.39)             0.05               0.40               (0.23)             0.17
---------------                                                                                                                 
</TABLE>
(a) Excludes gain of $9.0 million from sale of a hospital to conform to the
1996 presentation.

  The 1995 adjustments consisted primarily of (i) additional deductions from
revenue of $13.9 million  for receivables from Medicare and other government
programs, (ii) an increase in operating expenses of $7.4 million from the
reversal of corporate reserves, offset by (iii) a $1.6 million increase in net
revenue for deferral of bad debt expense in prior years that was recorded as
deductions from revenue at two of the psychiatric hospitals. The 1994
adjustments consisted primarily of (i) a charge to net revenue of $7.6 million
for certain  bad debt expense that was deferred in 1994 at two of the
psychiatric hospitals, (ii) additional deductions from revenue of $3.3 million
for receivables from Medicare and other  government programs and (iii) an
increase in operating expenses of $317,000 from the reversal of corporate
reserves. The Company does not believe that the adjustments regarding the
Medicare receivables resulted from improper patient  billing procedures under
that program.

  The following discussion analyzes the results, as restated, for the relevant
calendar periods and should be read in conjunction with the consolidated
financial statements of the Company, and the related notes thereto, included in
Item 8 of this report.





                                    page 22
<PAGE>   23
RESULTS OF OPERATIONS

  The Company made numerous acquisitions and divestitures during the year ended
December 31, 1996, including the merger with Champion. Additionally, in August
1996, the Company completed its public offering of the Notes and a sale of 5.2
million shares of its common stock.  Accordingly, the Company's financial
position and  portfolio of operating hospitals during 1996 was significantly
different from that of the prior years. "Same hospitals" as used in the
following discussion, where appropriate, consist of acute care hospitals
owned throughout the periods of which comparative operating results are
presented. See Item 8 - Note 6 for a description of acquisitions and
divestitures during the three years ended December 31, 1996. Operating results
of the Company's psychiatric hospitals, including two that were acquired
through the Merger, have been segregated from those of the acute care hospitals
and are reflected under the caption " Discontinued Operations - Loss from
operations of discontinued psychiatric hospitals" and " Discontinued Operations
- Loss on disposal of discontinued psychiatric hospitals" in the Consolidated
Statements of Operations for all periods presented.


OPERATIONS DATA

   The following table summarizes, for the periods indicated, changes in
selected operating percentages for the Company's facilities, excluding the
discontinued psychiatric hospitals. The discussion that follows should be read
in conjunction with the Company's consolidated financial statements and the
notes thereto included elsewhere herein.

<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31
                                          -------------------------------------------------------
                                            1996                   1995                    1994
                                          -------------------------------------------------------
<S>                                       <C>                     <C>                     <C>
Percentage of Net Revenue       
                                
Net revenue                                100.0%                 100.0%                  100.0%
                                           ------                 ------                  ------
Salaries and wages                         (48.3)                 (45.8)                  (43.6)
Other operating expenses                   (44.0)                 (40.7)                  (41.0)
Provision for bad debts                     (7.8)                  (5.4)                   (5.1)
                                           ------                 ------                  ------
Operating Costs                           (100.1)                 (91.9)                  (89.7)
                                
Operating Margin                            (0.1)                   8.1                    10.3
                                           ------                 ------                  ------
                                
Capital costs (a)                          (11.1)                  (7.3)                   (6.6)
Impairment charges                         (14.7)                     -                       -
Merger costs                                (8.3)                     -                       -
Unusual charges                            (12.3)                     -                       -
Gain from sale of a hospital                  -                     2.1                       -
Minority interests                          (0.3)                  (0.4)                   (0.6)
                                           ------                 ------                  ------
Income (loss) from continuing   
  operations before income taxes
  and extraordinary loss                   (46.8)%                  2.5%                    3.1%
                                           =======                ======                  ======
------------------                                                                              
</TABLE>
(a) Includes interest, depreciation and amortization.

YEAR ENDED DECEMBER 31, 1996
COMPARED WITH YEAR ENDED DECEMBER 31, 1995

  Net revenue for the year ended December 31, 1996 was $493.1 million, an
increase of $58.9 million, or 13.6%, from $434.2 million for the same period of
1995.  The $58.9 million increase was primarily attributable to an increase of
$65.1 million contributed by hospitals acquired during 1996, net of divested
hospitals, and a decrease of $6.2 million from "same hospitals." The $6.2
million decrease in "same hospital" net revenue was attributable to a decrease
of $13.8 million at the LA metro hospitals, offset by an increase of $7.6
million at hospitals located outside of the LA metro area. The $13.8 million
decrease at the LA metro hospitals was due to a





                                    page 23
<PAGE>   24
change in payor mix from private insurance to managed care and
Medicare/Medicaid, which increased deductions from revenue, and due to a change
in acuity level. The $7.6 million increase at the remaining hospitals was due
primarily to an increase in home health business, an increase in services
offered (e.g., open heart surgery) and medical staff development efforts.

  The Company's acute care hospitals experienced a 28.8% increase in inpatient
admissions from 45,574 in 1995 to 58,693 in 1996. Patient days increased 12.8%
from 246,107 in 1995 to 277,553 in 1996. Outpatient visits (including home
health) increased 25.8% from 998,551 in 1995 to 1,256,124 in 1996. Admissions
in "same hospitals" increased 8.2% from 34,803 in 1995 to 37,669 in 1996.

  Expressed as a percentage of net revenue, operating expenses (salaries and
benefits, provision for bad debts and other operating expenses) increased from
91.9% in 1995 to 100.1% in 1996 and operating margin decreased from 8.1% to
(0.1%).  Such decrease was due to (i) an increase in salaries and benefits and
other operating expenses as a percentage of net revenue, primarily as a result
of a reduction in "same hospital" net revenue due to a change in payor mix, a
change in acuity level and increased deductions from revenue, (ii) the write
off of assets related to the Exchanged Hospitals, (iii) the under performance
of PHC Regional Hospital, (iv) additional  home health business which was
profitable but produced lower margins than other types of services and (v) an
increase of 2.4% in the provision for bad debts as a percentage of net revenue
during 1996 as compared to 1995, primarily attributable to a decrease in "same
hospital" net revenue for reasons stated above and  to an increase in services
that were subject to more bad debt write-off.

  Interest expense increased $15.1 million from $15.9 million in 1995 to $31.0
million in 1996, primarily due to an increase in outstanding indebtedness
during 1996 from the issuance of the Notes in August 1996 and additional
borrowings under the $400.0 million Reducing Revolving Credit Facility (the
"Credit Facility") effective with the Merger to finance acquisitions and to
fund Merger costs, working capital requirements and capital expenditures, net
of the redemption in August 1996 of $75.0 million of senior subordinated notes.
See "Liquidity and Capital Resources" for terms to the Credit Facility amended 
during 1997.

  Depreciation and amortization increased to $23.7 million in 1996 from $15.9
million for the same period of 1995.  Of the $7.8 million increase, $7.4
million was attributable to the facilities acquired or divested during 1996,
including amortization of goodwill of $1.6 million, and $1.2 million from
purchases of medical equipment, physician practices and clinics and facility
improvements at hospitals not held for sale. Such increase was offset by a
decrease of $754,000 at the acute care LA metro hospitals held for sale,
primarily attributable to the elimination of depreciation expense, commencing
on October 1, 1996, in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of."

  Loss from operations of the discontinued psychiatric hospitals for the nine
months ended September 30, 1996 was $33.5 million, compared to $2.9 million for
the year ended December 31, 1995.  The $30.6 million additional loss was
attributable to (i) a charge of $19.9 million relating to a lawsuit settled in
March 1996 (the "Aetna lawsuit") (see Item 8 - Note 7), (ii) no income tax
benefits recognized in 1996 on the losses resulting from the discontinued
operations (see Item 8- Note 9) and (iii) continuing accounts receivable
collection issues attributable in general to the fact that insurance companies
are becoming more stringent in their payments to providers of psychiatric care,
and particularly in 1996, to the impact of the Aetna lawsuit. The Company also
recorded in 1996 an estimated disposal loss of $37.5 million on these
facilities to reduce the related assets to their estimated net realizable value
and to accrue for estimated operating losses of approximately $4.3 million
during the phase out period. The additional provision for net disposal loss of
$22.5 million over the amount previously accrued at September 30, 1996 was due
primarily to (i) a lower estimated net realizable value for these facilities,
based on independent third party appraisals (ii) no income tax benefits
recognized on the disposal loss of the discontinued operations in 1996 (see Item
8 - Note 9) and (iii) additional write offs of certain impaired assets. See
discussion under "Disposition of the Psychiatric Hospitals and other LA Metro
Hospitals."





                                    page 24
<PAGE>   25
  The Company's effective ongoing tax rate was 40.7% in 1996 as compared to
41.0% in 1995 before giving effect to the valuation allowance (see Item 8 -
Note 9).  The Company recognized a reduction in income tax benefits of $50.0
million in 1996, $17.7 million of which was applied to continuing operations.
The remaining $32.3 million was applied to reduce the tax benefits of the
losses from discontinued operations and the extraordinary loss.  The income tax
benefit for continuing operations in 1996 was recorded at an effective tax rate
of 33.0%, and no net tax benefit was recognized with respect to discontinued
operations or the extraordinary loss.

  Net loss for the year ended December 31, 1996 was $233.2 million, or $(5.95)
per share, compared to net income of $3.4 million, or $0.12 per share, for the
same period of 1995.  Weighted average shares outstanding increased 31.7% from
29.8 million in 1995 to 39.2 million in 1996 from the issuance of 19.8 million
shares in connection with the merger with Champion and from the public offering
of 5.2 million shares, both completed in August 1996. Included in 1996 income
from continuing operations before income taxes, net income and net income per
share were net aggregate nonrecurring charges of $173.6 million, $195.1 million
and $4.97 per share, respectively.  Included in 1995 income from continuing
operations before income taxes, net income and net income per share were net
aggregate nonrecurring gains of $9.0 million, $2.5 million and $0.08 per share,
respectively.  Aggregate nonrecurring gains (charges) for the years ended
December 31, 1996 and 1995 were comprised of the following items ($ in 000's,
except per share amounts):

<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                 ---------------------------------------------------------------------------------------------------
                                                        1996                                                  1995
                                 --------------------------------------------------    ---------------------------------------------
                                                                                                             AFTER-
                                  PRE-TAX              AFTER TAX             EPS           PRE-TAX            TAX              EPS
                                 ----------           ----------          -------         ---------         -------         -------
<S>                              <C>                  <C>                 <C>             <C>               <C>             <C>
Impairment charges               $  (72,322)          $  (48,456)         $ (1.23)        $    -            $   -           $   -
Merger costs                        (40,804)             (27,339)           (0.70)             -                -               -
Unusual charges                     (60,521)             (40,549)           (1.03)             -                -               -
Gain from sale of
  a hospital                           -                   -                  -               9,026           5,325            0.18
Discontinued
  operations (a)                       -                 (70,995)           (1.81)             -             (2,852)          (0.10)
Extraordinary
  loss (a)                             -                  (7,724)           (0.20)             -                -               -
                                 ----------           ----------          -------         ---------         -------         -------
Total impact of
  nonrecurring
  items                          $ (173,647)          $ (195,063)         $ (4.97)        $   9,026         $ 2,473         $  0.08
                                 ==========           ==========          =======         =========         =======         =======
---------------                                                                                                                    
</TABLE>
(a)      No income tax benefits were recognized on the losses associated with
         the discontinued operations and the extraordinary loss as a result of
         recording a valuation allowance on deferred tax assets in 1996 (see
         Item 8 - Note 9).

  See Item 8 - Notes 3, 6, 7 and 10 for a  detailed description of the above
nonrecurring items. See "Operations - Salt Lake City, Utah" below for a
discussion of the performance of PHC Regional Hospital during 1996.

YEAR ENDED DECEMBER 31, 1995
COMPARED WITH YEAR ENDED DECEMBER 31, 1994

  Net revenue for the year ended December 31, 1995 was $434.2 million, a
decrease of $4.4 million, or 1.0%, from $438.6 million for the same period of
1994.  The $4.4 million decrease was primarily attributable to (i) a decrease
of $13.3 million from hospitals located in California (ii) a decrease of $5.3
million from hospitals acquired or divested since January 1994, offset by an
increase of $14.2 million at the remaining facilities. The $13.3 million
decrease at the California hospitals, of which $7.5 million was attributable to
the LA metro hospitals, was due primarily to a change in payor mix from private
insurance to managed care and Medicare/Medicaid and a decrease in inpatient
business as a result of competition and a shift to less costly outpatient
services. The $14.2 million increase at the remaining hospitals was due
primarily to an increase in home health business at hospitals located primarily
in Tennessee.





                                    page 25
<PAGE>   26
  The Company's hospitals experienced a 1.8% decrease in inpatient admissions
from 46,407 in 1994 to 45,574 in 1995.  Patient days decreased 4.0% from
256,470 in 1994 to 246,107 in 1995. Such decreases were primarily attributable
to the hospitals located in California. Outpatient visits increased 37.5% from
726,016 in 1994 to 998,551 in 1995, mainly from an increase in home health
visits at hospitals located primarily in Tennessee.

  Expressed as a percentage of net revenue, operating expenses (salaries and
benefits, provision for bad debts and other operating expenses) increased from
89.7% in 1994 to 91.9% in 1995 and operating margin decreased from 10.3% to
8.1%.  Such decrease was due to (i) an increase of 2.2% in salaries and
benefits, as a percentage of net revenue, primarily as a result of special
bonuses of $4.2 million paid in 1995 to certain senior executive officers,
additional  home health business which was profitable but was more labor
intensive and a reduction in net revenue attributable to factors other than
volume (i.e., payor mix) and (ii) an increase of 0.3% in provision for bad
debts as a percentage of net revenue, during 1995 as compared to 1994.

  Interest expense increased $2.6 million to $15.9 million in 1995 from $13.3
million in 1994,  due to an increase in outstanding indebtedness during 1995
from additional borrowings under the then existing credit facility (which was
to fund working capital requirements and capital expenditures) and an increase
in interest rates on such credit facility and the commercial paper financing
program (see Item 8 - Note 12).

  Depreciation and amortization increased $336,000 to $15.9 million in 1995
from $15.5 million for the same period of 1994, primarily from purchases of
medical equipment and facility improvements during 1995.

  Loss from operations of the discontinued psychiatric hospitals increased $2.8
million from $106,000 during 1994 to $2.9 million during 1995. The $2.8 million
additional loss was primarily attributable to accounts receivable collection
issues as a result of the Aetna lawsuit and the fact that insurance companies
in general are  becoming more stringent in their payments to providers of
psychiatric care.

  Net income for the year ended December 31, 1995 decreased 56.1% to $3.4
million, or $0.12 per share, from $7.8 million, or $0.26 per share. See the
table preceding this section for a list of nonrecurring items included in 1995
net income. Net income for the year ended December 31, 1994 includes an
extraordinary loss of $33,000 from early extinguishment of debt.

LIQUIDITY AND CAPITAL RESOURCES

  Net cash used in operating activities for the year ended December 31, 1996
was $22.1 million, compared to net cash provided by operating activities of
$13.4 million for the same period of 1995.  The $35.5 million decrease in net
cash provided by operating activities was mainly attributable to cash used
during 1996 to pay for Merger-related costs and settlement of certain lawsuits.
Net cash used in investing activities increased $127.1 million to $140.9
million from $13.8 million during 1995, primarily from an increase in use of
cash to finance the acquisition of hospitals (see Item 8 - Note 6). Net cash
provided by financing activities during 1996 was $176.4 million, an increase of
$173.6 million from $2.8 million during 1995.  Such increase  was due to the
issuance of the Notes, the issuance of the 5.2 million shares of the Company's
common stock and net incremental borrowings under the Credit Facility, net of
amounts used therefrom to repay $75.0 million of senior subordinated notes,
certain indebtedness assumed from the merger with Champion and amounts
outstanding under the previous $230.0 million revolving line of credit.

  Net working capital was $33.8 million at December 31, 1996, a decrease of
$23.2 million from  $57.0 million at December 31, 1995.  The decrease in net
working capital was mainly attributable to an increase in accounts payable and
accrued expenses from the facilities acquired during 1996 and from an accrual
for a loss contract. The Company's long- term debt as a percentage of total
capitalization was 91.0% at December 31, 1996, compared to 60.0% at December
31, 1995.  The increase was primarily attributable to the issuance of the
$325.0 million Notes, net incremental borrowings under the Credit Facility and
a reduction in retained earnings as a





                                    page 26
<PAGE>   27
result of a net loss and cash dividends paid during 1996.  Such increase was
offset by the issuance of 19.8 million shares of the Company's common stock
related to the Champion merger, the equity offering of 5.2 million shares of the
Company's common stock and the repayment of certain indebtedness using the net
proceeds from the above financing activities.

  On August 16, 1996, the Company entered into a new Credit Agreement which
provides for a revolving line of credit in the amount of $400.0 million which,
as discussed below, has been reduced to $200.0 million.  The Credit Facility is
available for working capital purposes, to finance capital expenditures, to fund
acquisitions and for the issuance of letters of credit. See Item 8 - Note 10 for
a more detailed description of the Credit Agreement. As a result of a loss
recorded by the Company for the year ended December 31, 1996 and the restatement
of the prior years' financial statements, the Company was in violation of
certain financial covenants of the Credit Agreement. As of April 15, 1997, the
Company has received waivers from the Lenders under the Credit Agreement of
defaults resulting from the violation of the financial covenants and the Company
has entered into an amendment to the Credit Agreement, which provides, among
other things, (i) a reduction in the credit commitment from $400.0 million to
$200.0 million, (ii) interest rates which generally increase effective April 14,
1997 by .50% on a monthly basis until such increase reflects an 8.00% increase
as compared to rates otherwise in effect prior to April 14, 1997, (iii) a
limitation of $20.0 million in unrestricted additional borrowings under the
Amended Credit Agreement for purposes other than Permitted Acquisitions, as
defined, (iv) a limitation of $20.0 million in borrowings for Permitted
Acquisitions, (v) the right by lenders to a first priority lien in the Company's
real and personal properties; however, total collateral value based upon
appraised fair market value cannot exceed 133.0% of the aggregate principal
amount of the commitments, (vi) proceeds of asset dispositions must be applied
as a permanent reduction of the debt outstanding under the Credit Agreement and
(vii) additional restrictive financial covenants. The Company believes it will
continue to maintain adequate liquidity under the Amended Credit Agreement. The
Company intends to renegotiate or refinance its Amended Credit Agreement in the
near term to improve flexibility in accomplishing its strategic objectives.

  The Company  has an agreement with an unaffiliated trust (the "Trust") to
provide up to $65.0 million in accounts receivable financing. Under such
arrangement, which the Company believes will continue after June 1997,  the
Company sells its eligible accounts receivable (the "Eligible Receivables") on
a nonrecourse basis to the Trust. A special purpose subsidiary of a major
lending institution agrees to provide up to $65.0 million in commercial paper
financing to the Trust to finance the purchase of the Eligible Receivables from
the Company, with the Eligible Receivables serving as collateral. At December
31, 1996, Eligible Receivables sold to the Trust were $49.8 million. In
addition to obtaining the waiver for the Credit Agreement, the Company also
obtained a waiver of certain provisions under the Trust.

  The Company expects to receive Federal and state income tax refunds of
approximately $22.0 million during 1997 and $14.0 million during 1998, as a
result of recording a net loss  for the year ended December 31, 1996.

  Pursuant to the partnership agreement with DHHS, the Company may be required
to purchase the remaining 50% partnership interest of the other partner upon
demand for a cash purchase price as specified in the agreement, but in no event
less than $50.0 million, commencing January 1998. The Company has one year from
such demand date in which to complete its purchase of the other partner's
interest.  The Company believes it could finance such purchase, if required,
through bank or other borrowings.

  The Company anticipates that internally generated cash flows from earnings,
proceeds from the sale of hospital accounts receivable under the Company's
commercial paper program, the liquidation of investments in marketable
securities held by HAC, the Federal and state income taxes refunds, and
available borrowings under its Credit Agreement will be sufficient to fund
capital expenditures and working capital requirements through 1997. There can
be no assurance that future developments in the hospital industry or general
economic trends will not adversely affect the Company's operations or its
ability to meet such funding requirements. See "Pending Litigation" of this
Item for a discussion regarding certain pending litigation, the resolution of
which could adversely affect the Company's liquidity and its future operating
results.





                                    page 27
<PAGE>   28
PENDING LITIGATION

  The Company, along with others, has been named in several law suits that
assert putative class actions on behalf of stockholders and bondholders for
claims under Federal and state statutes, including  securities laws, and common
law, arising out of the August 1996 merger of the Company and Champion and the
August 1996 public offerings of common stock and subordinated notes.
Additionally, a stockholder's derivative action has been filed based upon the
August 1996 transactions, and Champion and the Company are likewise the subject
of a stockholder's class action filed  in April 1996 that was based upon
what was then the proposed merger. See "Item 3. Legal Proceedings" of this
report for a description of such litigation.

  The Company believes that the outcome of certain of the claims will probably
be unfavorable to the Company. The Company also believes that the stockholder
class actions asserted against the Company are likely to settle rather than to
proceed to trial, judgment, and appeal and that, given the circumstances of
these cases, the terms of a settlement would be structured in a manner to avoid
causing the Company to seek  protection  under the Federal bankruptcy
reorganization laws.  The Company also understands that securities class
actions are from time to time settled, in part, with the contribution by
defendant companies of equity or debt securities as well as the payment of
cash.

  For a variety of reasons, the Company believes that its ultimate cash
exposure in a settlement will be within its financial resources.  These reasons
include the likelihood that a settlement would consist of contributions of
insurance proceeds, cash contributions from other existing and potential
defendants, and the issuance of equity or debt securities, as well as the
payment of cash, by the Company as part of a settlement fund.  Another reason
is that a settlement would probably involve a reduction from the total possible
award to the plaintiff classes because of inherent uncertainties and risks
associated with the litigation against the Company.  The Company believes that,
as part of a global settlement, the class of plaintiffs that includes the
relatively small number of former Champion stockholders who own a significant
amount of the Company's common stock might accept some form of debt or equity
securities of the Company. In any circumstances where the Company could not
structure a settlement of all claims within its financial resources, it would
vigorously defend any attempt to establish the amount of liability or to require
payment beyond its resources. Many factors will ultimately affect and determine
the results of the litigation, however, and the Company can provide no
assurance that the results will not have a significant adverse effect on it.

DISPOSITION OF THE PSYCHIATRIC HOSPITALS AND OTHER LA METRO HOSPITALS

  In September 1996, the Company adopted a plan to exit the psychiatric
hospital business through the disposition of all of its psychiatric hospitals
(four in the LA metro area, of which one was previously closed in April 1995).
It also adopted a plan to exit the LA metro market principally through the
disposition of the under performing hospitals in that area (including one which
was previously closed in March 1996).  The disposition of these hospitals  will
enable the Company to remain focused on operating its acute care hospitals and
to exit a market heavily penetrated by managed care organizations where it is
not a preeminent provider of healthcare services. The Company expects to
complete such dispositions by December 31, 1997.

  DISPOSITION OF PSYCHIATRIC HOSPITALS - Although the psychiatric hospitals
have been operated at a loss in recent years, the deterioration of such
operations accelerated significantly during 1996. Such deterioration was caused
by, among other reasons, insurance companies becoming more stringent in their
payments to providers of psychiatric care. See "Results of Operations" for a
discussion of the psychiatric hospitals' operating results in recent periods.

  DISPOSITION OF OTHER LA METRO HOSPITALS - Prior to the year ended December
31, 1996 , the acute care LA metro hospitals held for sale had been profitable
(before allocation of corporate overhead and interest), although producing
operating margins below the average of the Company's other hospitals.
Commencing in 1996, due to a continuing change in payor mix from private
insurance to managed care and Medicare/Medicaid, a change in acuity level and
intense competition, and despite a combined increase in both inpatient and
outpatient volume, the





                                    page 28
<PAGE>   29
Company recorded a net operating loss (loss before allocation of corporate
overhead and interest) of  $6.2 million as related to these hospitals , as
compared to net operating income of $4.2 million and $4.9 million for the years
ended December 31, 1995 and 1994, respectively.

  In conjunction with the disposition of these hospitals and the adoption of
Statement of Financial Accounting Standards ("SFAS") No. 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" effective September 30, 1996, the Company recorded an impairment loss of
$11.9 million ($8.0 million after-tax) in 1996 on four of these facilities and
a related clinic.

  Management has taken the following actions to stabilize the operating
conditions and curtail further losses at the LA acute care and psychiatric
facilities since September 1996: (i) closed the emergency room  and the
intensive care unit at the 50-bed Norwalk Community Hospital in December 1996,
(ii) closed the 104-bed Orange County Community Hospital of Orange in January
1997 and consolidated services into the 55-bed Buena Park facility, (iii)
reduced staff and eliminated professional fees and unprofitable services at
certain facilities, where appropriate, and (iv) negotiated joint venture
arrangements with physician groups.

  Management believes that the combined operations of the LA metro facilities,
including the psychiatric hospitals, have been stabilized. The Company expects
the combined operating results of these facilities to be marginally profitable
during 1997. However, should there be losses, any such losses would  be
significantly less than the losses recorded in 1996.

OPERATIONS - SALT LAKE CITY, UTAH

  One of the main considerations in the merger between the Company and Champion
was the combined operations in the Salt Lake City, Utah region, which would
position the Company as one of the three leading healthcare network providers in
that growing market. While the Company still maintains such strategy to be
economically sound and critical to its growth, PHC Regional Hospital has
operated significantly below expectation. Excluding the loss contract accrual,
the impairment charge and interest, PHC Regional Hospital had operating losses
of $7.7 million ($5.1 million after tax) for the period from May 17, 1996 to
December 31, 1996. As a result, the contributions to the Company's operating
results from the Utah group of hospitals during 1996 were less than originally
projected.

  Significant factors contributing to the underperformance of PHC Regional
Hospital were: (i) a larger than anticipated percentage of referrals going
outside the Company's network, (ii) inappropriate controls on patient
utilization, (iii) lack of timely reporting from the previous owner, FHP, with
whom the Company has a capitated agreement to provide healthcare services for
approximately 94,000 enrollees and (iv) slower growth in non-capitated business
than expected.  Presently, management is taking the following actions to
address these problems: (i) hiring an outside firm to review the utilization
and referrals out of the network by FHP under the capitated contract since the
acquisition date to determine compliance with contract terms, (ii) implementing
steps to capture business going outside the network such as cardiac business,
(iii) completing its analysis to determine the time frame and means to improve
financial performance under the current capitated arrangements and (iv)
developing its own utilization review process. There can be no assurance that
these actions will improve performance or resolve these problems.

   Including an impairment charge and a charge for a loss contract totaling
$60.7 million after-tax ($1.55 per share) as described under "PHC Regional
Hospital," the Company recorded net operating losses (losses before allocation
of corporate overhead and interest) of $65.8 million after-tax ($1.68 per 
share) as related to PHC Regional Hospital.

  The Company believes that certain of the significant factors contributing to
the loss at PHC Regional Hospital are a result of a breach by FHP of the
Provider Service Agreement. The Company intends to resolve its contract disputes
with FHP without resorting to litigation. The Company has developed a
consolidation plan that may result in closing PHC Regional Hospital based upon
the option to redistribute from PHC Regional Hospital the patient volume to the
Company's remaining four hospitals in its Salt Lake network. These plans are
subject to coordination and negotiation with FHP, the hospital's medical staff
and other providers in the area.





                                    page 29
<PAGE>   30
VALUATION ALLOWANCE ON DEFERRED TAX ASSETS

  For financial accounting purposes, a valuation allowance of $53.3 million had
been recognized at December 31, 1996 to offset the deferred tax assets related
to the Company's net operating losses, bad debt allowances and other accrued
expenses that resulted from the significant write-downs of assets during the
year. Approximately $3.00 million of the valuation allowance resulted from the
Champion Merger. In assessing the need for and amount of this valuation
allowance, the Company has relied principally upon future income generated by
tax planning strategies.  The Company is also relying, in part, on future
taxable income to determine the valuation allowance required; however, by its
very nature, future taxable income requires estimates and judgments about future
events and is considered difficult to measure objectively.  Accordingly, the
Company has only considered one year of future earnings in assessing the need
for an amount of a valuation allowance.

  If the Company was to determine in the future that such tax planning
strategies will not be completed or if future income does not prove to be
sufficient to realize the benefit previously recorded, an adjustment to the net
deferred tax liability would be charged to income in the period such
determination was made.

  The Company has significant net operating losses to offset future taxable
income.  However, U.S. federal income tax law limits a corporation's ability to
utilize net operating losses if it experiences an ownership change of greater
than 50% over a three-year period.  In the event of such a future ownership
change, the Company's net operating loss carryforward would be subject to an
annual limitation.  This would require an adjustment to the net deferred tax
liability that would be charged to income in the period such an ownership change
occurred.

REGULATORY MATTERS

  The Medicare and Medicaid reimbursement programs have been changed by
legislative and regulatory actions many times since their inception. The
changes have usually reduced the rate of growth in reimbursement payments and
placed a greater administrative burden on hospitals and other providers of
healthcare services. Within the statutory framework of the Medicare and
Medicaid programs, there are substantial areas subject to administrative
rulings, interpretations and discretion that may further affect payments made
under those programs. Additionally, various legislative proposals for
healthcare reform have been proposed at both federal and state levels.  The
Company cannot predict the effect that future changes in the Medicare and
Medicaid programs or other reforms may have on its business, and there can be
no assurance that any such changes or reforms will not have a material adverse
effect on the Company's future revenue or liquidity.

IMPACT OF INFLATION

  The healthcare industry is labor intensive. Wages and other expenses increase
during periods of inflation and when shortages of qualified personnel in the
marketplace occur. The Company has, to date, offset increases in other
operating costs by increasing charges and expanding services and implementing
cost control measures to curb increases in operating costs and expenses. The
Company's ability to increase prices is limited by various federal and state
laws that establish payment limitations for hospital services rendered to
Medicare and Medicaid patients and by other factors. The Company's ability to
increase prices may also be affected by its need to remain competitive. There
can be no assurance that the Company will be able to continue to offset such
future cost increases.





                                    page 30
<PAGE>   31
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                         INDEX TO FINANCIAL STATEMENTS
                                                                           Page
                                                                           ----
Paracelsus Healthcare Corporation
  Consolidated Financial Statements:
       Report of Independent Auditors.................................      32
       Consolidated Balance Sheets - December 31, 1996 and 1995.......      33
       Consolidated Statements of Operations -- for the years ended   
             December 31, 1996, 1995 and 1994.........................      35
       Consolidated Statements of Stockholders' Equity -- for the     
             years ended December 31, 1996, 1995 and 1994.............      36
       Consolidated Statements of Cash Flows -- for the years         
             ended December 31, 1996, 1995 and 1994...................      37
       Notes to Consolidated Financial Statements.....................      39





                                    page 31
<PAGE>   32

                         REPORT OF INDEPENDENT AUDITORS


Board of Directors and Stockholders
Paracelsus Healthcare Corporation

         We have audited the accompanying consolidated balance sheets of
Paracelsus Healthcare Corporation as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996.  Our
audits also included the financial statement schedule listed in the index at
Item 14(a).  These financial statements and schedule are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Paracelsus Healthcare Corporation at December 31, 1996 and 1995, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.  Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

         As discussed in Note 2 to the consolidated financial statements, prior
years' financial statements have been restated. Also as discussed in Note 3,
the Company adopted Statement of Financial Accounting Standards No. 121 
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets 
to Be Disposed Of" effective September 30, 1996.




                                        /s/ Ernst & Young LLP
                                        ERNST & YOUNG LLP
Houston, Texas
April 15, 1997


                                    page 32
<PAGE>   33
                       PARACELSUS HEALTHCARE CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  ($ in 000's)

<TABLE>
<CAPTION>                                            
                                                                             DECEMBER 31,
                                                                   ----------------------------------
                                                                      1996                  1995
                                                                   ----------------------------------
                                                                                        (Restated -
                                                                                        See Note 2)
<S>                                                                  <C>                  <C>
ASSETS                                               
Current assets:                                      
  Cash and cash equivalents                                          $  17,771           $   4,418
  Restricted cash                                                        2,358                  --
  Marketable securities (Note 4)                                        22,243              12,643
  Accounts receivable, net of allowance              
   for doubtful accounts 1996- $17,649; 1995- $28,321                   64,687              53,538
  Supplies                                                              14,406              10,521
  Deferred income taxes (Note 9)                                        28,739              13,742
  Refundable income taxes                                               31,003              15,083
  Prepaid expenses and other current assets                             16,423              16,427
                                                                     ---------           ---------
    Total current assets                                               197,630             126,372
Property and equipment (Notes 6 and 11)              
  Land and improvements                                                 26,372              23,366
  Buildings and improvements                                           252,298             138,206
  Equipment                                                            131,278             101,220
  Construction in progress                                              10,749              10,893
                                                                     ---------           ---------
                                                                       420,697             273,685
Less:  Accumulated depreciation and amortization                      (109,862)           (106,306)
                                                                     ---------           ---------
                                                                       310,835             167,379
Long-term assets of discontinued operations,         
 net (Note 7)                                                           18,499                   -
Assets held for sale, net (Note 8)                                      22,095                   -
Marketable securities (Note 4)                                               -              10,066
Investment in Dakota Heartland Health                
 System (Note 5)                                                        48,463                   -
Deferred income taxes (Note 9)                                          14,414
Goodwill (Note 6)                                                      118,168               2,697
Other assets                                                            42,728              26,872
                                                                     ---------           ---------
Total Assets                                                         $ 772,832           $ 333,386
                                                                     =========           =========
                                                                                                   
</TABLE>                                             
                                                     




                                    page 33
<PAGE>   34
                       PARACELSUS HEALTHCARE CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  ($ in 000's)
<TABLE>
<CAPTION>                                            
                                                                             DECEMBER 31,
                                                                   ----------------------------------
                                                                      1996                  1995
                                                                   ----------------------------------
                                                                                        (Restated -
                                                                                        See Note 2)
<S>                                                                  <C>                  <C>
 LIABILITIES AND STOCKHOLDERS' EQUITY                
 Current liabilities                                 
   Accounts payable                                                 $   40,408          $  26,672
   Due to government third parties                                      16,292                  -
   Accrued liabilities                               
     Accrued salaries and benefits                                      36,560             24,368
    Accrued loss contract (Note 3)                                      23,573                  -
    Accrued interest                                                    13,177               2,171
     Other                                                              29,179              11,000
   Current maturities of long-term debt                                  4,679               5,150
                                                                    ----------          ----------
      Total current liabilities                                        163,868              69,361
                                                                    ----------          ----------
                                                     
 Long-term debt (Note 10)                                              491,057             130,352
 Other long-term liabilities (Note 3)                                   69,420              25,230
 Deferred income taxes (Note 9)                                              -              21,544
 Minority interests                                                          -                 178

 Commitments and contingencies (Notes 10, 11 and 16) 

 Stockholders' equity                                
  Preferred Stock, $.01 par value per share,         
   25,000,000 shares authorized, none outstanding                            -                   -
  Common Stock, no stated value, 150,000,000 shares  
   authorized, 54,814,000 shares outstanding in 1996 
   and 29,772,000 in 1995                                              224,472               4,500
  Additional paid-in capital                                               390                 390
  Unrealized gains on marketable securities,         
   net (Note 4)                                                            100                 212
  Retained earnings (Accumulated deficit)                             (176,475)             81,619
                                                                    ----------          ----------
    Total stockholders' equity                                          48,487              86,721
                                                                    ----------          ----------
 Total Liabilities and Stockholders' Equity                         $  772,832          $  333,386
                                                                    ==========          ==========
</TABLE>                                             
                                                     
                            See accompanying notes.





                                    page 34
<PAGE>   35
                       PARACELSUS HEALTHCARE CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      ($ in 000's, except per share data)
<TABLE>
<CAPTION>
                                                                  RESTATEMENT - SEE NOTE 2
                                                  --------------------------------------------------------
                                                                   YEAR ENDED DECEMBER 31
                                                  --------------------------------------------------------
                                                      1996                   1995                  1994
                                                  --------------------------------------------------------
<S>                                               <C>                     <C>                   <C>
Net revenue                                       $    493,106            $  434,179            $ 438,625
                                    
Costs and Expenses:                 
  Salaries and benefits                                238,074               198,914              191,299
  Other operating expenses                             217,180               176,572              180,000
  Provision for bad debts                               38,321                23,533               22,251
  Interest                                              31,034                15,847               13,310
  Depreciation and amortization                         23,727                15,872               15,536
  Impairment charges (Note 3)                           72,322                    -                     -
  Merger costs (Note 6)                                 40,804                    -                     -
  Unusual charges (Note 3)                              60,521                    -                     -
                                                  ------------            ----------            ---------
Total costs and expenses                               721,983               430,738              422,396
Gain from sale of a hospital                                 -                 9,026                    -
Income (loss) from continuing       
 operations before minority         
 interests, income taxes and        
 extraordinary loss                                   (228,877)               12,467               16,229
Minority interests                                      (1,806)               (1,803)              (2,449)
                                                  ------------            ----------            ---------
Income (loss) from continuing       
 operations before income taxes     
 and extraordinary loss                               (230,683)               10,664               13,780
Provision (benefit) for             
 income taxes                                          (76,186)                4,375                5,818
                                                  ------------            ----------            ---------
Income (loss) from continuing       
 operations before extraordinary    
 loss                                                 (154,497)                6,289                7,962
Discontinued operations (Note 7):   
 Loss from operations of            
   discontinued psychiatric         
   hospitals, net                                      (33,545)               (2,852)                (106)
 Loss on disposal of discontinued   
   psychiatric hospitals, net                          (37,450)                    -                    -
                                                  ------------            ----------            ---------
Income (loss) before                
 extraordinary loss                                   (225,492)                3,437                7,856
Extraordinary loss from early       
 extinguishment of debt, net        
 (Note 10)                                              (7,724)                    -                  (33)
                                                  ------------            ----------            ---------
Net Income (loss)                                 $   (233,216)           $    3,437            $   7,823
                                                  ============            ==========            =========
Income (loss) per share:            
  Continuing operations                           $      (3.94)           $     0.21            $    0.26
  Discontinued operations                                (1.81)                (0.09)                   -
  Extraordinary loss                                     (0.20)                    -                    -
                                                  ------------            ----------            ---------
Income (loss) per share                           $      (5.95)           $     0.12            $    0.26
                                                  ============            ==========            =========
Weighted average shares             
 outstanding                                            39,213                29,772               29,772
</TABLE>                            

                            See accompanying notes.





                                    page 35
<PAGE>   36
                       PARACELSUS HEALTHCARE CORPORATION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                            ($ and shares in 000's)

<TABLE>
<CAPTION>
                                                                RESTATEMENT - SEE NOTE 2
                                     -----------------------------------------------------------------------------------------------
                                           COMMON STOCK                               UNREALIZED         RETAINED
                                     ------------------------        ADDITIONAL      GAIN (LOSS) ON      EARNINGS
                                                  OUTSTANDING         PAID-IN         MARKETABLE       (ACCUMULATED
                                     SHARES          AMOUNT           CAPITAL         SECURITIES         DEFICIT)          TOTAL
                                     -----------------------------------------------------------------------------------------------
                                                                                                                                
<S>                                  <C>            <C>              <C>              <C>            <C>                <C>
Balance at
 December 31, 1993, as
 previously reported                      1          $  4,500        $  390            $    -        $  85,650        $  90,540
Prior period adjustments                  -                 -             -                 -           (6,476)          (6,476)
                                     -----------------------------------------------------------------------------------------------
Balance at
 December 31, 1993, as
 restated                                 1             4,500           390                             79,174           84,064
Dividends to
 stockholder                              -                 -             -                 -           (3,416)          (3,416)
Cumulative effect        
 of a change in
 accounting for
 marketable
 securities, net
 of taxes                                 -                 -             -               (67)               -              (67)
Change in
 unrealized losses
 on marketable
 securities, net
 of taxes                                 -                 -             -               (67)                              (67)
Net income                                -                 -             -                 -            7,823            7,823
                                     -----------------------------------------------------------------------------------------------
Balance at
 December 31, 1994                        1             4,500           390              (134)          83,581           88,337
Dividends to                            
 stockholder                              -                 -             -                 -           (5,399)          (5,399)
Change in
 unrealized gains
 on marketable
 securities, net
 of taxes                                 -                 -             -               346                -              346
Net income                                -                 -             -                 -            3,437            3,437
                                     -----------------------------------------------------------------------------------------------
Balance at
 December 31, 1995                        1             4,500           390               212           81,619           86,721
66,159.426-for-one
 stock split                         29,771                 -             -                 -                -                -
Acquisition of
 Champion                            19,762           158,449             -                 -                -          158,449
Sale of common
 stock                                5,200            39,841             -                 -                -           39,841
Grant of value
 options (Note 14)                        -            21,642             -                 -                -           21,642
Exercise of stock
 subscription
 rights                                  80                40             -                 -                -               40
Dividends to stockholder                  -                 -             -                 -          (24,878)         (24,878)
Change in
 unrealized losses
 on marketable
 securities, net
 of taxes                                 -                 -             -              (112)               -             (112)
Net loss                                  -                 -             -                 -         (233,216)        (233,216)
                                     -----------------------------------------------------------------------------------------------
BALANCE AT
 DECEMBER 31, 1996                   54,814          $224,472        $  390            $  100        $(176,475)       $  48,487
                                     ===============================================================================================
</TABLE>

                            See accompanying notes.





                                    page 36
<PAGE>   37
                       PARACELSUS HEALTHCARE CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  ($ in 000's)
<TABLE>
<CAPTION>
                                                                                    RESTATEMENT - SEE NOTE 2                   
                                                                    -----------------------------------------------------
                                                                                     YEAR ENDED DECEMBER 31                    
                                                                    -----------------------------------------------------
                                                                        1996                   1995                1994      
                                                                     ----------             ----------           ---------
<S>                                                                 <C>                     <C>                   <C>          
  CASH FLOWS FROM OPERATING ACTIVITIES:                     
  Net income (loss)                                                  $ (233,216)            $  3,437             $ 7,823
  Adjustments to reconcile net income to                    
  net cash provided by operating activities:                
     Depreciation and amortization                                       23,727               15,872              15,536
    Impairment charges                                                   72,322                    -                   -
    Disposal loss on discontinued operations                             37,450                    -                   -
    Non-cash merger expenses                                             16,565
     Gain from disposal of facilities                                         -               (9,026)                  -
     Deferred income taxes, credits and                     
      other non-cash expenses                                           (64,382)             (11,749)             (5,269)
     Extraordinary loss                                                   7,724                    -                  33
     Minority interests                                                   1,806                1,803               2,449
    Distributions from Dakota Heartland                     
      Health System                                                       5,063                    -                   -
     Changes in operating assets and                        
      liabilities, net of effects of                        
      acquisitions:                                         
        Accounts receivable                                               5,464                2,270              (6,743)
        Supplies, prepaid expenses and other                
       current assets                                                    (1,819)               1,199              (5,741)
        Accounts payable and other accrued                  
       liabilities                                                      107,159                9,607               8,167
                                                                     ----------             --------             -------
  Net cash (used in) provided by operating                  
    activities                                                          (22,137)              13,413              16,255
                                                                     ----------             --------             -------
  CASH FLOWS FROM INVESTING ACTIVITIES:                     
  Purchase of available-for-sale securities                              (4,332)              (4,608)             (7,621)
  Sale of marketable securities                                           4,513                    -                 566
                                                            
  Maturities of held-to-maturity securities                                 150                  213                 198
  Acquisitions of facilities, net of cash acquired                     (117,835)              (3,010)                  -
  Proceeds from disposal of facilities                                        -               18,564               1,000
  Additions to property and equipment, net                              (14,513)             (19,396)            (12,739)
  Decrease in minority interests                                         (2,389)              (1,832)             (2,433)
  Increase in other assets                                               (6,467)              (3,741)             (6,573)
                                                                     ----------             --------             -------
  Net cash used in investing activities                                (140,873)             (13,810)            (27,602)
                                                                     ----------             --------             -------
                                                            
  CASH FLOWS FROM FINANCING ACTIVITIES:                     
  Borrowings under Revolving Credit                         
   Facility                                                             446,500               58,500              44,500
  Repayments under Revolving Credit                         
   Facility                                                            (342,000)             (49,000)            (24,500)
  Proceeds from long-term borrowings                                    323,498                  503                 410
  Repayments of debt                                                   (266,598)              (1,793)             (4,925)
  Sale of common stock, net                                              39,841                   -                   -
  Dividends to shareholder                                              (24,878)              (5,399)             (3,416)
                                                                     ----------             --------             -------
  Net cash provided by financing activities                             176,363                2,811              12,069
                                                                     ----------             --------             -------
  Increase in cash and cash equivalents                                  13,353                2,414                 722
  Cash and cash equivalents at beginning of                 
    year                                                                  4,418                2,004               1,282
                                                                     ----------             --------             -------
  Cash and cash equivalents at end of year                           $   17,771             $  4,418             $ 2,004
                                                                     ==========             ========             =======

</TABLE>                                                    
                                                            



                                    page 37
<PAGE>   38
                       PARACELSUS HEALTHCARE CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  ($ in 000's)

Supplemental schedule of noncash investing and financing activities:

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31,
                                                                          ----------------------------------------------
                                                                             1996              1995              1994
                                                                          ----------         --------           --------
<S>                                                                        <C>               <C>                 <C>
Details of unrealized gains or (losses) on marketable
securities:
   Marketable securities                                                  $    (170)        $    524            $ (102)
   Deferred taxes                                                                58             (178)               35
                                                                          ---------         --------            -------
   Increase (decrease) in
    stockholders' equity                                                  $    (112)        $    346            $ ( 67)
                                                                          =========         ========            =======
   Leases capitalized                                                     $     230         $    117            $  713
                                                                          =========         ========            =======
Details of businesses acquired in purchase transactions:
   Fair value of assets acquired                                          $ 502,426         $  3,010            $   -
   Liabilities assumed                                                     (220,624)               -                -
  Stock and stock options issued                                           (163,967)               -                -
                                                                          ---------         --------            -------
Cash paid for acquisitions                                                $ 117,835         $  3,010            $   -
                                                                          =========         ========            =======
</TABLE>


                            See accompanying notes.


                                    page 38
<PAGE>   39
                      PARACELSUS HEALTHCARE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 1996

NOTE 1.     ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

  ORGANIZATION - Paracelsus Healthcare Corporation (the "Company") was
incorporated in November 1980 for the principal purpose of owning and operating
acute care and related healthcare businesses in selected markets. Prior to
August 16, 1996, the Company was wholly owned by Dr. Manfred G.  Krukemeyer,
the Company's Chairman of the Board of Directors.  On August 16, 1996, the
Company acquired Champion Healthcare Corporation ("Champion") (the "Merger")
and completed an initial public equity offering .  The results of Champion have
been included in the operations of the Company since August 16, 1996.  As of
December 31, 1996, the Company operated 31 hospitals with 3,243 licensed beds
in 11 states (including five psychiatric hospitals with 437 licensed beds (see
Note 7)).

  BASIS OF PRESENTATION - On September 12, 1996, the Company changed its fiscal
year end from September 30 to December 31.  All periods presented have been
recast to conform with the new fiscal year.

  Certain reclassifications to the prior years' financial statements have been
made to conform to the 1996 presentation.

  PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of the Company and its wholly-owned or majority owned subsidiaries
and partnerships. All significant intercompany accounts and transactions have
been eliminated in consolidation. Investment in affiliates, of which the
Company owns more than 20% but not in excess of 50%,  are recorded on the
equity method. Minority interests represent income allocated to the minority
partners' investment.

  USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

  CASH EQUIVALENTS -  The Company considers highly liquid investments with
original maturities of three months or less to be cash equivalents.

  RESTRICTED CASH - The Company has restricted cash of $2.4 million for
payments of fees and interest related the commercial paper financing program
(see Note 12).

  MARKETABLE SECURITIES -   Marketable securities, consisting of corporate
bonds, mortgage-backed bonds,  government securities and equity securities, are
stated at amortized cost if classified as held-to-maturity and at fair value if
classified as available-for-sale. Unrealized gains and losses, net of tax, of
available-for-sale securities are included as a component of stockholders'
equity until realized. Available-for-sale securities that are available for use
in current operations are classified as current assets regardless of the
securities' contractual maturity dates. As of December 31, 1996, the Company
classified all marketable securities as available-for-sale (see Note 4).

  SUPPLIES - Supplies, principally medical supplies, are stated at the lower of
cost (first-in, first-out basis) or market.

  PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the land improvements (5-25 years), buildings and improvements
(5-40 years) and equipment(3-20 years). Leaseholds are amortized on a
straight-line basis over the lesser of the terms of the respective leases or
their estimated useful lives. Expenditures for renovations and other
significant improvements





                                    page 39
<PAGE>   40
are capitalized; however, maintenance and repairs which do not improve or
extend the useful lives of the respective assets are charged to operations as
incurred.

  GOODWILL AND OTHER ASSETS - Goodwill, representing costs in excess of net
assets acquired, is amortized on a straight line basis over a period of 20 to
35 years. The Company regularly reviews the carrying value of goodwill in
relation to the operating performance and future undiscounted cash flows of the
underlying hospitals. The Company records to expense, on a current basis, any
diminution in values based on the difference between the sum of the future 
discounted cash flows and net book value. Debt issuance costs are amortized on a
straight-line basis (which approximates the interest method) over the term of
the related debt. Amortization expense was $4.7 million, $2.0 million and $2.0
million for the years ended December 31, 1996, 1995 and 1994, respectively.

  NET REVENUE - Net revenue includes amounts estimated by management to be
reimbursable by Medicare under the Prospective Payment System and by Medicare
and Medicaid programs under the provisions of cost-reimbursement and other
payment formula. Payments for services rendered to patients covered by such
programs are generally less than billed charges. Deductions from revenue are
made to reduce the charges to these patients to estimated receipts based on
each program's principle of payment/reimbursement. Final settlements under
these programs are subject to administrative review and audit by third parties.
For the acute care hospitals, approximately 58.4%, 61.3% and 58.0% of gross
patient revenue for the years ended December 31, 1996, 1995 and 1994,
respectively, related to services rendered to patients covered by Medicare and
Medicaid programs. Approximately 36.7%, 22.3% and 12.6% of gross patient
revenue of the psychiatric hospitals were derived from such programs for the
same respective periods.

  In the ordinary course of business, the Company renders services free of
charge to patients who are financially unable to pay for hospital care. The
value of this charity care is not material to the Company's consolidated
results of operations.

  INCOME TAXES - The Company records its income taxes under the liability
method. Under this method, deferred income tax assets and liabilities are
recognized for the tax consequences of temporary differences by applying
enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax bases of existing assets
and liabilities.

  NET INCOME (LOSS) PER SHARE - Net income (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding.  Due to the anti-dilutive effect, stock options and warrants,
which are considered common stock equivalents, and convertible securities  have
not been included in the 1996 earnings per share calculation.  There were no
stock options, warrants or convertible securities outstanding for periods prior
to August 16, 1996. Fully diluted net income (loss) per share is not presented
because it equals primary net income (loss) per share.

  Weighted average number of common shares outstanding for all periods
presented have been adjusted to reflect the 66,159.426-for-one stock split in
conjunction with the Merger.

  EMPLOYEE STOCK OPTIONS - The Company has elected to continue following the
existing accounting rules under Accounting Principles Board Opinion ("APB") No.
25, "Accounting for Stock Issued to Employees" in accounting for its employee
stock options.  See Note 14 for certain pro forma disclosures required under
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock Issued to Employees."

  ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS - In June 1996,
the Financial Accounting Standard Board issued SFAS No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," which is effective for transactions occurring after December 31,
1996. SFAS No. 125 applies to transactions similar to that which the Company
has under its commercial paper financing program (see Note 12). The Company
does not expect that the adoption of SFAS No. 125 will have a material impact
on its financial statements.





                                    page 40
<PAGE>   41
NOTE 2.  RESTATEMENT OF FINANCIAL STATEMENTS

  In October 1996, the Board of Directors appointed a Special Committee
consisting of non-management members, to supervise and direct the conduct of an
inquiry by outside legal counsel regarding, among other things, the Company's
accounting and financial reporting practices and procedures for the periods
prior to the quarter ended September 30, 1996. Such inquiry resulted in the
Company restating its financial statements for the periods commencing January
1, 1992 through the nine months ended September 30, 1996, as recast to a
calendar year basis.

  The need for prior period restatements was the result of accounting errors
and irregularities at pre-merger Paracelsus in four areas: (i) overstatement of
receivables due from Medicare and other government programs; (ii) use of
corporate reserves; (iii) provisions for bad debt expense relating principally
to two of the Company's psychiatric hospitals in the Los Angeles area; and (iv)
deferral of facility closure costs which only affected the 1996 quarterly
information. In the opinion of management, all material adjustments necessary
to properly reflect the financial statements for all periods presented have
been recorded. Adjustments pertaining to years prior to 1994 of $6.5 million
have been reflected as a reduction to January 1, 1994 retained earnings.

  As a result of recording the restatement entries, an additional charge of
$3.0 million ($1.7 million after-tax)  was recorded for the nine months ended
September 30, 1996.

  The impact of the restatement entries on the Company's 1995 and 1994
financial results is summarized in the following tables. Due to a change in
fiscal year end and due to the reclassification of operating results of the
psychiatric hospitals from continuing operations to discontinued operations, a
reconciliation has been included in the following table to reconcile to the
reported amounts as shown in the Consolidated Statements of Income for each
respective year.





                                    page 41
<PAGE>   42
<TABLE>
<CAPTION>

                                                                       Year Ended December 31, 1995
                                         -------------------------------------------------------------------------------------------
                                                                                                                 Restated
                                             As                                                                   Discon-
                                         Previously    Adjustments                     (a)            (b)         tinued
                                          Reported         to       As Restated     Restated        Restated    Operations
                                         Fiscal Year   Fiscal Year  Fiscal Year      Quarter        Quarter        Year      Year
                                            Ended         Ended        Ended          Ended          Ended         Ended     Ended
                                          September     September    September      December        December     December   December
                                             30,           30,          30,            31,            31,           31,        31,
(IN 000'S, EXCEPT PER SHARE DATA)           1995          1995          1995          1995            1994         1995       1995
                                         -------------------------------------------------------------------------------------------
                                                                                    (Unaudited)   (Unaudited)
<S>                                      <C>           <C>            <C>            <C>            <C>          <C>          <C>
Net revenue                              $ 500,703      $(12,100)   $ 488,603       $ 130,161    $(127,131)  $ (57,454)   $ 434,179
                                         ---------      --------    ---------       ---------    ---------   ---------    ---------
Costs and expenses:
  Salaries and benefits                    213,849(c)       (142)     213,707          55,545      (53,371)    (16,967)     198,914
  Other operating expenses                 198,670         7,582      206,252          53,176      (56,291)    (26,565)     176,572
  Provision for bad debts                   39,277           151       39,428           9,612       (8,804)    (16,703)      23,533
  Interest                                  15,746             -       15,746           3,851       (3,716)        (34)      15,847
  Depreciation and amortization             17,276             -       17,276           3,988       (4,340)     (1,052)      15,872
  Unusual charges                              973             -          973               -            -        (973)           -
                                         ---------      --------    ---------       ---------    ---------   ---------    ---------
Total costs and expenses                   485,791         7,591      493,382         126,172     (126,522)    (62,294)     430,738
Gain from sale of a hospital                 9,026(d)          -        9,026               -            -           -        9,026
                                         ---------      --------    ---------       ---------    ---------   ---------    ---------
Income (loss) from continuing
 operations before minority
 interests and income taxes                 23,938       (19,691)       4,247           3,989         (609)      4,840       12,467
Minority interests                          (1,927)            -       (1,927)           (569)         693           -       (1,803)
                                         ---------      --------    ---------       ---------    ---------   ---------    ---------
Income (loss) from
 continuing operations before
 income taxes                               22,011       (19,691)       2,320           3,420           84       4,840       10,664
Provision for income
  taxes (benefit)                            9,024        (8,073)         951           1,402           34       1,988        4,375
                                         ---------      --------    ---------       ---------    ---------   ---------    ---------
Income (loss) from
 continuing operations                      12,987       (11,618)       1,369           2,018           50       2,852        6,289
Income (loss) from operations of
 discontinued psychiatric
 hospitals, net                                  -             -            -               -            -      (2,852)      (2,852)
                                         ---------      --------    ---------       ---------    ---------   ---------    ---------
Net Income (loss)                        $  12,987      $(11,618)   $   1,369       $   2,018    $      50   $       -    $   3,437
                                         =========      ========    =========       =========    =========   =========    =========
Income (loss) per
 share:                                                                                                                       
  Continuing operations                  $    0.44      $  (0.39)   $    0.05       $    0.07    $       -   $    0.09    $    0.21
  Discontinued operations                        -             -            -               -            -       (0.09)       (0.09)
                                         ---------      --------    ---------       ---------    ---------   ---------    ---------
Income (loss) per share                  $    0.44      $  (0.39)   $    0.05       $    0.07    $       -   $       -    $    0.12
                                         =========      ========    =========       =========    =========   =========    =========
Weighted average shares
  outstanding                               29,772        29,772       29,772          29,772       29,772      29,772       29,772
</TABLE>


--------------------
(a)    See Note 19 for a reconciliation of the restated quarterly amounts to
       previously reported amounts in filed quarterly reports on Form 10-Q.
(b)    The impact of the restatement entries for the quarter ended December 31,
       1994 was an increase (decrease) in net revenue, net income and income
       (loss) per share of $3.0 million, $(2.5 million) and $(0.09),
       respectively. Net income from discontinued operations, as restated,  for
       the quarter ended December 31, 1994 was $1.4 million ($0.05 per share).
(c)    Includes special bonuses of $4.2 million paid to certain senior
       executive officers of the Company which was previously reported as an
       unusual charge in 1995.
(d)    Amount previously reported as a component of net revenue.





                                    page 42
<PAGE>   43
<TABLE>
<CAPTION>

                                                                         Year Ended December 31, 1995
                                         -------------------------------------------------------------------------------------------
                                                                                                                 Restated
                                             As                                                                   Discon-
                                         Previously    Adjustments                     (a)            (b)         tinued
                                          Reported         to       As Restated     Restated        Restated    Operations
                                         Fiscal Year   Fiscal Year  Fiscal Year      Quarter        Quarter        Year      Year
                                            Ended         Ended        Ended          Ended          Ended         Ended     Ended
                                          September     September    September      December        December     December   December
                                             30,           30,          30,            31,            31,           31,        31,
(IN 000'S, EXCEPT PER SHARE DATA)           1994          1994          1994          1994            1993         1994       1994
                                         -------------------------------------------------------------------------------------------
                                                                                    (Unaudited)   (Unaudited)
<S>                                      <C>           <C>            <C>            <C>            <C>          <C>          <C>
Net revenue                             $  507,864    $ (10,666)   $ 497,198     $ 127,131    $(121,275)    $ (64,429)  $ 438,625
                                        ----------    ---------    ---------     ---------    ---------     ---------   ---------
Costs and expenses:
  Salaries and benefits                    209,772          (21)     209,751        53,371      (50,845)      (20,978)    191,299
  Other operating expenses                 212,064          570      212,634        56,291      (58,979)      (29,946)    180,000
  Provision for bad debts                   33,110            -       33,110         8,804       (7,378)      (12,285)     22,251
  Interest                                  12,966            -       12,966         3,716       (3,330)          (42)     13,310
  Depreciation and amortization             16,565            -       16,565         4,340       (3,910)       (1,459)     15,536
                                        ----------    ---------    ---------     ---------    ---------     ---------   ---------
Total costs and expenses                   484,477          549      485,026       126,522     (124,442)      (64,710)    422,396
Income (loss) from continuing
  operations before minority
  interests, income taxes and
  extraordinary loss                        23,387      (11,215)      12,172           609        3,167           281      16,229
Minority interests                          (2,517)           -       (2,517)         (693)         859           (98)     (2,449)
                                        ----------    ---------    ---------     ---------    ---------     ---------   ---------
Income (loss) from continuing
  operations before income taxes
  and extraordinary loss                    20,870      (11,215)       9,655           (84)       4,026           183      13,780
Provision for income
  taxes (benefit)                            8,567       (4,604)       3,963           (34)       1,812            77       5,818
                                        ----------    ---------    ---------     ---------    ---------     ---------   ---------
Income (loss) from continuing
  operations before extraordinary
  loss                                      12,303       (6,611)       5,692           (50)       2,214           106       7,962
Income (loss) from operations of
  discontinued psychiatric
  hospitals, net                                 -            -            -             -            -          (106)       (106)
                                        ----------    ---------    ---------     ---------    ---------     ---------   ---------
Income (loss) before
  extraordinary loss                        12,303       (6,611)       5,692           (50)       2,214             -       7,856
Extraordinary loss from
 early extinguishment
 of debt, net                                 (497)           -         (497)            -          464             -         (33)
                                        ----------    ---------    ---------     ---------    ---------     ---------   ---------
Net Income (loss)                       $   11,806     $ (6,611)   $   5,195     $     (50)   $   2,678     $       -   $   7,823
                                        ==========    =========    =========     =========    =========     =========   =========
Income (loss) per share:
  Continuing operations                 $     0.42     $  (0.23)   $    0.19     $       -    $    0.07     $       -   $    0.26
  Discontinued  operations                       -            -            -             -            -             -           -
  Extraordinary loss                         (0.02)           -        (0.02)            -         0.02             -           -
                                        ----------    ---------    ---------     ---------    ---------     ---------   ---------
Income (loss) per share                 $     0.40     $  (0.23)   $    0.17     $       -    $    0.09     $       -   $    0.26
                                        ==========    =========    =========     =========    =========     =========   =========
Weighted average shares
  outstanding                               29,772       29,772       29,772        29,772       29,772                    29,772
</TABLE>

--------------------
(a)    The impact of the restatement entries for the quarter ended December 31,
       1993 was a decrease in net revenue, net income and income (loss) per
       share of $573,000, $4.5 million and $0.15, respectively. Net income from
       discontinued operations, as restated,  for the quarter ended December
       31, 1993 was $581,000 ($0.02 per share).





                                    page 43
<PAGE>   44
  See Item 6 of the Company's Annual Report on Form 10-K for the year ended 
December 31, 1996 for restated selected operating and balance sheet data for 
the five-year period ending December 31, 1996.

  The Company intends to file shortly after the filing of this report, amended
quarterly reports on Form 10-Q/A for the 1996 quarters and the transition
period ending December 31, 1995, restating the condensed consolidated financial
statements previously reported and filed with the Securities and Exchange
Commission.

NOTE 3 - IMPAIRMENT AND UNUSUAL CHARGES

  IMPAIRMENT CHARGE - Effective in the third quarter of 1996, the Company
adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to Be Disposed of." SFAS no. 121 requires that long-lived
assets, including related goodwill, be reviewed for impairment and written down
to fair value whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Adoption of SFAS No. 121 resulted in  a
pre-tax impairment charge of $72.3 million ($48.5 million after-tax) for the
write down of the long-lived assets of certain acute care hospitals, consisting
of (i) $52.5 million ($35.2 million after-tax) for PHC Regional Hospital and
Medical Center in Salt Lake City, Utah ("PHC Regional Hospital")(see Note 6),
(ii) $11.9 million ($8.0 million after-tax) for four of the acute care LA metro
hospitals held for sale and a related clinic (see Note 8) and (iii) $7.9
million ($5.3 million after-tax) for two other facilities and other estimated
disposition costs, based on independent third party appraisals. See Note 7 for
information relating to the write down to estimated net realizable value of the
psychiatric hospitals. In the opinion of management, there were no other events
and circumstances which warrant impairment assessment for the Company's other
assets.

  UNUSUAL CHARGES - During 1996, the Company entered into a capitated contract
arrangement in connection with its acquisition of PHC Regional Hospital. Under
the capitated contract, the Company is financially committed to provide
healthcare services to members under the contract in return for a fixed premium
per member per month. To the extent costs to provide healthcare services to
contract members exceed fixed premium payments, the Company has incurred a loss
under the contract. Based on a study conducted by the Company with the
assistance of independent third party consultants, the Company estimates that
expected future healthcare and maintenance costs under such capitated contract
will exceed future premiums. Accordingly, the Company recorded a charge of
$38.1 million ($25.5 million after-tax) for a loss contract at PHC  Regional
Hospital, of which $23.6 million was classified as current accrued loss contract
and the remaining $14.5 million as other long term liabilities in the
Consolidated Balance Sheet. The Company also recorded a charge of $22.4 million
($15.0 million after-tax) for expenses related to the Special Committee's
investigation and other litigation matters (see Notes 2 and 16). The Company
has recorded the above charges based on the best information available at the
time. Accordingly, the ultimate loss related to such matters may vary from
recorded amounts.

NOTE 4.   MARKETABLE SECURITIES

  At December 31, 1996, the Company classified all marketable securities held
by its wholly owned insurance subsidiary, Hospital Assurance Company Ltd
("HAC"), as available-for-sale. HAC maintained the marketable securities for
statutory purposes.

  In December 1996, pursuant to its plan to cease all underwriting activity of
HAC, the Company transferred all of its held-to-maturity debt securities to the
available-for-sale category. The Company will liquidate all such investments
during 1997 since it is no longer required to maintain marketable securities
for statutory purposes. The amortized cost of those securities at the time of
transfer was $9.0 million and the gross unrealized loss on those securities was
$147,000.

  In November 1995, in concurrence with the adoption of "A Guide to
Implementation of SFAS No. 115 on Accounting for Certain Investments in Debt
and Equity Securities," the Company transferred certain of its held-to-maturity
debt securities to the available-for-sale category. The amortized cost of those
securities at the time of transfer was $2.0 million and the gross  unrealized
loss on those securities was immaterial.





                                    page 44
<PAGE>   45
  In October 1994, the Company adopted SFAS No. 115. The cumulative effect of
adopting such statement was immaterial.

  The following table summarizes marketable securities at December 31, 1996 and
1995 ($ in 000's):

<TABLE>
<CAPTION>
                                                            DECEMBER 31, 1996
                                            ---------------------------------------------------
                                                             GROSS        GROSS
                                            AMORTIZED    UNREALIZED    UNREALIZED    ESTIMATED
                                              COST         GAINS         LOSSES     FAIR VALUE
                                            ----------  ------------  -----------  ------------
<S>                                           <C>            <C>            <C>         <C>
Available-for-sale
   securities:
   Corporate bonds                            $ 1,664        $  136           $ -       $ 1,800
   U.S. Government notes                        1,099            42             -         1,141
   Mortgage-backed bonds                       12,117           127           349        11,895
   Obligations of states
     and municipalities                         6,700           109             2         6,807
   Equity securities`                             510            90             -           600
                                              -------        ------          ----       -------
                                              $22,090        $  504          $351       $22,243
                                              =======        ======          ====       =======
</TABLE>



<TABLE>
<CAPTION>
                                                            DECEMBER 31, 1995
                                            ---------------------------------------------------
                                                             GROSS        GROSS
                                            AMORTIZED    UNREALIZED    UNREALIZED    ESTIMATED
                                              COST         GAINS         LOSSES     FAIR VALUE
                                            ----------  ------------  -----------  ------------
<S>                                           <C>            <C>            <C>         <C>
Available-for-sale
 securities:
   Corporate bonds                             $   437         $  20         $  -      $   457
   U.S. Government notes                         1,098            83            -        1,181
   Mortgage-backed bonds                         3,136            31            2        3,165
   Obligations of states
     and municipalities                          7,651           196            7        7,840
                                               -------         -----        ------     -------
                                               $12,322         $ 330       $    9      $12,643
                                               =======         =====       =======     =======

Held-to-maturity
 securities:
   Corporate Bonds                            $   933        $  -         $   24      $   909
   Mortgage-backed bonds                        9,133           86           233        8,986
                                              -------        -----        ------      -------
                                              $10,066        $  86        $  257      $ 9,895
                                              =======        =====       =======      =======
</TABLE>


  The stated maturity distribution of the Company's marketable securities at
December 31, 1996, is as follows:

<TABLE>
<CAPTION>
                                                                             AMORTIZED     ESTIMATED
                                                                               COST       FAIR VALUE
                                                                             ---------    ----------
<S>                                                                             <C>           <C>
Fixed maturities due:
 After one through five
   years                                                                        $ 5,668       $ 5,859
 After five through ten
  years                                                                           4,800         4,893
 After ten years                                                                 11,112        10,891
 Equity securities                                                                  510           600
                                                                                -------       -------
                                                                                $22,090       $22,243
                                                                                =======       =======
</TABLE>

  The fair value of the marketable securities was based on quoted market
prices. Maturity dates were based on stated maturities of the securities.
During the years ended December 31, 1996, 1995 and 1994, proceeds from
maturities or sales of fixed maturity securities totaled $4.7





                                    page 45
<PAGE>   46
million, $213,000 and $764,000, respectively. There were realized gains
(losses) of $84,000, $-0- and $(72,000) in the same respective periods.

NOTE 5. PARTNERSHIP WITH DAKOTA HEARTLAND HEALTH SYSTEM ("DHHS")

  As a result of the Merger, the Company, through a wholly owned subsidiary,
owns 50% of a partnership operated as DHHS.  DHHS owns and operates two general
acute care hospitals with a total of 345 beds in Fargo, North Dakota. The
Company has a contract with DHHS to manage the combined operations of both
hospitals. It accounts for its investment in DHHS under the equity method.

  Pursuant to the terms of the partnership, the Company is required if
necessary to advance funds to DHHS to cover any operating deficits. To date, no
such advances have been required. The Company is entitled to receive 55% of
DHHS' net income and distributable cash flow ("DCF"), as defined in the
partnership agreement, until such time as it has recovered on a cumulative
basis an additional $10.0 million of DCF in the form of an excess distribution.
The Company received cash distributions of $5.1 million since August 16, 1996.
The Company may be required to purchase the remaining 50% partnership interest
of the other partner upon demand for a cash purchase price to be calculated  as
specified in the agreement.  Commencing January 1998, such purchase price shall
not be less than $50.0 million. The Company has one year from the demand date
in which to complete its purchase of the other partner's interest.

NOTE 6.     ACQUISITIONS AND DISPOSITIONS

  On August 16, 1996, the Company acquired Champion, through the merger of a
wholly owned subsidiary of the Company with and into Champion.  The Company
issued approximately 19.8 million shares of its common stock in exchange for
all of the issued and outstanding shares of Champion's common stock and
preferred stock, and assumed all of Champion's outstanding liabilities totaling
approximately $220.5 million.  Additionally, outstanding options, subscription
rights, warrants and convertible notes to acquire Champion's common stock were
converted to similar rights to acquire approximately 1.9 million shares of the
Company's common stock.  The total purchase price, including all costs
associated with the transaction and liabilities assumed, was approximately
$394.4 million.  The Merger was accounted for using the purchase method of
accounting. The Company recorded goodwill of $103.5 million, which is being
amortized on a straight line basis over an estimated useful life of 35 years.

  The Company incurred approximately $56.2 million in Merger-related costs, of
which $40.8 million was expensed and $15.4 million was capitalized as part of
the purchase price of Champion. Merger costs of $40.8 consisted primarily of
cash payments, provision for benefits and  grants of stock options to certain
executives and employees of the Company in accordance with the Merger terms
(see Notes 14 and 15) and corporate office consolidation costs. Capitalized
merger costs of $15.4 million consisted primarily of payments for legal and
other closing costs, cash payments and benefits provided to certain former
Champion executives.

  On May 17, 1996, the Company acquired PHC Regional Hospital, including
certain current assets, for approximately $71.0 million in cash.  The Company
financed the acquisition with amounts borrowed under the then existing credit
facility.  The Company initially recorded goodwill of $15.8 million in
connection with the acquisition. Since the acquisition, this hospital has
incurred significant operating losses. In light of the adoption of SFAS No. 121
and given the significant operating losses recognized at this facility, the
Company evaluated the continuing viability of this facility. Based on this
evaluation and an independent appraisal, the Company recorded an impairment
charge of $52.5 million ($35.2 million  after-tax), including the write off of
the recorded goodwill amount. The results of PHC Regional Hospital have been
included in the operations of the Company since May 17, 1996.

  On May 17, 1996, the Company acquired the 139-bed Pioneer Valley Hospital in
West Valley City, Utah, the 120-bed Davis Hospital and Medical Center in
Layton, Utah and the 129-bed Santa Rosa Medical Center in Milton, Florida from
another healthcare company (collectively, the "Acquired Hospitals").  In
exchange, the other party received the Company's 119- bed Peninsula Medical
Center in Ormond Beach, Florida, the 135-bed Elmwood Medical Center in
Jefferson,





                                    page 46
<PAGE>   47
Louisiana, the 190-bed Halstead Hospital in Halstead, Kansas (collectively, the
"Exchanged Hospitals")and $38.5 million in cash, net of a working capital
differential, which is subject to final agreement of the parties.  The Company
also purchased the real property of Elmwood and Halstead from a real estate
investment trust ("REIT"), exchanged the Elmwood and Halstead real property for
the Pioneer real property and then sold the Pioneer real property to the REIT.
The acquisition of the Acquired Hospitals was accounted for as a purchase
transaction.  The Company financed the acquisition from borrowings under the
then existing revolving line of credit.  The Company recorded goodwill of $15.2
million, which is being amortized on a straight line basis over an estimated
useful life of 20 years. The results of the Acquired Hospitals have been
included in the operations of the Company since May 17, 1996. No material gain
or loss was recorded on the disposition of the Exchanged Hospitals.

  On March 15, 1996, the Company closed the 119-bed Desert Palms Community
Hospital in Palmdale, California.

  On September 30, 1995, the Company sold Womans Hospital in Jackson,
Mississippi to the facility's lessee for $17.8 million in cash, resulting in a
gain of $9.2 million. Previously, in August 1994, the Company divested the
operations of this facility, entered into an operating lease agreement with the
lessee and sold the land and a medical office building to the lessee for $1.0
million.

  On September 5, 1995, the Company acquired the real and personal property and
inventory of the 44-bed Jackson County Hospital in Gainesboro, Tennessee for
$.6 million in cash. The Company currently operates the facility under the name
of Cumberland River Hospital - South.

  On April 24, 1995, the Company closed the 67-bed Bellwood Health Center, a
psychiatric facility in Bellflower, California. In connection with the closure,
the Company recorded a charge of $973,000 ($574,000 after-tax) for employee
severance benefits and contract termination costs. Such charge was included in
"Discontinued operations - Loss from operations of discontinued psychiatric
hospitals" in the Consolidated Statements of Income.

  On June 30, 1994, the Company assumed an operating lease of the 60-bed Chico
Community Rehabilitation Hospital in Chico, California.

  The following unaudited pro forma consolidated results of operations for the
years ended December 31, 1996 and 1995, assume that the following transactions
were consummated on January 1, 1995:  (i) the acquisition of Champion; (ii) the
acquisition and disposition of the Acquired Hospitals and the Exchanged
Hospitals, respectively; (iii) the completion of a public debt offering and the
redemption of the $75 million Senior Subordinated Notes (see Note 10); and,
(iv) the completion of an equity offering (see Note 14).  In addition, the
operating results of the five psychiatric hospitals (see Note 7), have been
restated for all periods presented and reflected as discontinued operations.
Historical results of PHC Regional Hospital under the predecessor owner has not
been included in the pro forma results because the hospital was previously
operated as a captive cost center; accordingly, the inclusion of its historical
operations would not be meaningful. The pro forma financial information does
not reflect nonrecurring Merger costs of $40.8 million. It does not purport to
be indicative of the results that would have been attained had the transactions
described above occurred on January 1, 1995 ($ in 000's, except per share
data).





                                    page 47
<PAGE>   48
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31,
                                                                                      --------------------------
                                                                                        1996(A)          1995
                                                                                      --------------------------
<S>                                                                                  <C>              <C>
Net Revenue                                                                            $ 628,074       $ 590,232
                                                                                      --------------------------
Income (loss) from continuing operations                                                (121,753)          2,085
Income (loss) from discontinued operations, net                                          (69,252)         (1,163)
                                                                                      --------------------------
Income (loss) before extraordinary losses                                               (191,005)            922
Extraordinary losses, net                                                                 (7,724)              -
                                                                                      --------------------------
Net income (loss)                                                                    $  (198,729)      $     922
                                                                                     ===========================


Income (loss) per common share:
  Continuing operations                                                              $     (2.23)      $    0.04
  Discontinued operations                                                                  (1.26)          (0.02)
  Extraordinary losses                                                                     (0.14)            -
                                                                                      --------------------------


Net income (loss) per common share                                                   $     (3.63)      $    0.02
                                                                                     ===========================
Weighted average common shares outstanding                                                54,813          54,813
</TABLE>

--------------------------                                                   
(a)  Results for the year ended December 31, 1996 include an after-tax
     impairment charge of $48.5  million and unusual charges of $40.5 million.


NOTE 7.     DISCONTINUED OPERATIONS

  The Company's operations are classified into two lines of business: acute care
and psychiatric care. In September 1996, the Company approved a plan to exit the
psychiatric hospital business through the disposition of all of its psychiatric
hospitals (the "discontinued operations"), including one of which was previously
closed in April 1995.  Management anticipates that the sale or closure of all
such operations will be completed on or before December 31, 1997.  The Company
recorded an estimated loss on disposal of the discontinued operations of $37.5
million (no income tax benefit - see Note 9) to reduce the related assets to
their estimated net realizable value and to accrue for estimated operating
losses of approximately $4.3 million during the phase out period. The additional
provision for net disposal loss of $22.5 million over the amount previously
accrued at September 30, 1996 was primarily due to (i) a lower estimated net
realizable value for these facilities, based on independent third party
appraisals, (ii) no income tax benefits recognized on the estimated disposal
loss for 1996 (see Note 9) and (iii) additional write offs of certain other
assets.

  Long-term net assets of $18.5 million of the discontinued operations have
been segregated in the  Consolidated Balance Sheet at December 31, 1996 under
the caption "Long-term assets of discontinued operations, net", respectively.

  During the quarter ended March 31, 1996, the Company recorded a charge for
settlement costs totaling $22.4 million regarding two lawsuits, of which $19.9
million was related to a case involving the operation of its psychiatric
programs.  Such charge consisted primarily of settlement payments, legal fees
and the write off of certain psychiatric accounts receivable.  The Company did
not admit liability in either case but resolved its dispute through the
settlements in order to facilitate the Champion acquisition, re-establish a
business relationship and/or avoid further legal costs in connection with the
disputes.  Operating results of the discontinued operations for the year ended
December 31, 1996, including the settlement charge of $19.9 million but
excluding the estimated disposal loss, have been reported separately as
"Discontinued operations - Loss from operations of discontinued psychiatric
hospitals" in the Consolidated Statements of Income. Summarized financial data
for the discontinued psychiatric care line of business is as follows ($ in
000's):





                                    page 48
<PAGE>   49
<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                             -----------------------------------
                                                               1996(A)        1995        1994
                                                             -----------------------------------
<S>                                                          <C>         <C>            <C>
Net revenue                                                   $ 37,323     $ 57,454     $ 64,429
Operating income (loss)(b)                                     (14,892)      (2,781)       1,220
Loss from operations before
  income tax benefit                                           (33,545)      (4,840)        (183)

Income tax benefit                                                   -        1,988           77
Net income (loss) from
  discontinued operations                                      (33,545)                     (106)
                                                                             (2,852)(c)
</TABLE>

___________________________
(a) Represents operating results for the nine months ended September 30, 1996.
    Operating results for the three months ended December 31, 1996 and
    estimated operating losses through the expected disposition date have been
    included in "Loss on disposal of discontinued psychiatric hospitals" in the
    Consolidated Statements of Operations.
(b) Operating income (loss) was derived by subtracting from net revenue,
    salaries and benefits, provision for bad debts and other operating
    expenses.
(c) Includes a charge of $973,000 ($574,000 after-tax) recorded in 1995 for
    employee severance benefits and contract termination costs related to the
    closure of a hospital.

NOTE 8.     ASSETS HELD FOR SALE

  In September 1996, the Company approved a plan to exit the Los Angeles
metropolitan ("LA metro") market principally through the disposition of the
under performing hospitals in that area, including one which was previously
closed in March 1996. Such dispositions will enable the Company  to exit a
market heavily penetrated by managed care organizations where the Company is
not a preeminent provider of healthcare services. Management anticipates that
the sale or closure of all such operations will be completed on or before
December 31, 1997. At December 31, 1996, net assets of $22.1 million related to
these facilities were segregated from the remaining assets of the Company and
classified in the Consolidated Balance Sheet as "Assets held for sale, net."
Operating results of the LA metro hospitals included in the Consolidated
Statements of Operations are as follows($ in 000's):
:
<TABLE>
<CAPTION>                         
                                                  YEAR ENDED DECEMBER 31,
                                             -----------------------------------
                                                1996         1995          1994
                                             ---------  ------------  ----------
<S>                                          <C>          <C>           <C>
Net Revenue                                  $ 92,518     $ 121,812     $129,281
Operating income (loss) (a)                    (6,440)       10,928       12,433
</TABLE>

-------------------                                                             
(a) Operating income (loss) was derived by subtracting from net revenue,
    salaries and benefits, provision for bad debts and other operating
    expenses.

    In conjunction with the disposition plan of these hospitals and the
Company's adoption of SFAS No. 121 the Company recorded an impairment charge of
$ 11.9 million ($8.0 million after-tax) to reduce the net assets of four of
these facilities and a related clinic to their estimated fair value.

NOTE 9.  INCOME TAXES

    The provision for income taxes consists of the following ($ in 000's). All
amounts reflect the effect of the restatement entries.





                                    page 49
<PAGE>   50

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31
                                                -----------------------------------------
                                                     1996           1995           1994
                                                ---------        --------        --------
<S>                                             <C>             <C>              <C>
Continuing Operations:
Current:
  Federal                                       $ (18,852)      $   8,478        $  8,287
  State                                            (3,075)          1,460           1,710
Deferred:
  Federal                                         (44,162)         (4,746)         (3,464)
  State                                           (10,097)           (817)           (715)
                                                ---------        --------        --------
Total income tax
  provision (benefit)
  from continuing
  operations                                      (76,186)          4,375           5,818
Discontinued operations                                 -          (1,982)            (74)
Extraordinary losses                                    -               -             (23)
                                                ---------        --------        --------
Total income tax
  provision                                     $ (76,186)       $  2,393        $  5,721
                                                =========        ========        ========
</TABLE>


  During 1992, the Company changed its method of reporting income for tax
purposes from cash to accrual basis. Under the cash basis, the Company deferred
approximately $72.0 million of taxable income for periods ending prior to
October 1, 1991. Of the amounts deferred, $16.8 million, $11.0 million and
$10.7 million were included in taxable income of years ended December 31, 1996,
1995 and 1994, respectively. As of December 31, 1996, all income that had been
deferred by the use of cash-basis accounting has been included in taxable
income.

  The following table reconciles the differences between the statutory federal
income tax rate and the effective tax rate ($ in 000's):

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31                 
                                        ------------------------------------------------------------------------
                                          1996            %            1995       %        1994          %     
                                        ---------       -----        -------     ----     -------       ----
<S>                                     <C>             <C>          <C>         <C>      <C>          <C>         
Federal statutory rate                  $ (80,739)      (35.0)       $ 3,735     35.0     $ 4,825       35.0       
State income taxes, net                                                                                                
  of federal income tax                                                                                                
  benefit                                 (14,640)       (6.3)           640      6.0         993        7.2       
Non-deductible merger and                                                                                              
  acquisition costs                           897         0.4              -        -           -          -       
Non-deductible goodwill                                                                                                
  amortization                                571         0.2              -        -           -          -       
Adjustment to valuation                                                                                                   
  allowance                                17,725         7.7              -        -           -          -       
                                        ---------       -----        -------     ----     -------       ----
Effective income tax rate               $ (76,186)      (33.0)       $ 4,375     41.0     $ 5,818       42.2       
                                        =========       =====        =======     ====     =======       ====
</TABLE>                                                                      


  The tax effects of temporary differences that give rise to significant
portions of the federal and state deferred tax assets and liabilities are
comprised of the following ($ in 000's):



                                    page 50
<PAGE>   51
<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                  -----------------------
                                                                    1996           1995
                                                                  ---------     --------
<S>                                                               <C>           <C>
Deferred tax liabilities:                            
  Accelerated depreciation                                        $   9,766     $ 22,061
  Change in method of reporting taxable income                            -        6,788
                                                                  ---------     --------
     Total deferred tax liabilities                                   9,766       28,849
                                                     
Deferred tax assets:                                 
  Accrued malpractice claims                                         (2,219)      (3,858) 
  Allowance for bad debts                                           (22,678)      (9,590)
  Accrued bonuses                                                       (12)      (1,871)
  Accrued workers' compensation claims                                 (104)        (356)
  Accrued vacation pay                                               (3,288)      (1,754)
  Accrued expenses                                                  (35,551)      (6,207)
  Net operating losses                                              (39,643)           -
  Tax credits                                                        (1,503)           -
  Other - net                                                        (1,202)       2,599
                                                                  ---------     --------
     Total deferred tax assets                                     (106,200)     (21,037)
  Valuation allowance against deferred tax assets                    53,281            -
                                                                  ---------     --------
     Net deferred tax assets                                        (52,919)     (21,037)
                                                     
                                                                  ---------     --------
Net deferred tax (assets) liabilities                               (43,153)       7,812
Less: Current deferred tax assets                                   (28,739)     (13,742)
                                                                  ---------     --------
Long-term deferred tax (assets) liabilities                       $ (14,414)    $ 21,554
                                                                  =========     ========
</TABLE>                                             


  For financial accounting purposes, a valuation allowance of $53.3 million has
been recognized at December 31, 1996 to offset the deferred tax assets
principally related to the Company's net operating losses, bad debt allowances
and other accrued expenses. The Company has considered prudent and feasible tax
planning strategies in assessing the need for a valuation allowance. The
Company assumed $35.0 million of benefit attributable to tax planning
strategies, primarily through the sale of appreciated non-core hospital assets.
In the event the Company were to determine in the future that any such tax
planning strategies would not be implemented, an adjustment to the deferred tax
liability of up to $35.0 million would be charged to income in the period of
such determination. The Company also assumed a $8.0 million benefit related to
future taxable income. As a result of recording the above valuation allowance,
the Company recognized a reduction in income tax benefits of $50.0 million in
1996, $17.7 of which was applied to the continuing operations and the remaining
$32.3 million to the discontinued operations and the extraordinary loss.
Consequently, no income tax benefits has been recognized on the losses from
discontinued operations and the extraordinary loss during 1996.

  At December 31, 1996, the Company has net operating loss carryforwards of
$97.0 million for U.S. federal income tax purposes that will expire in 2010.
Champion had approximately $25.0 million of net operating losses at August
16, 1996. The benefit associated with the Champion net operating losses was
applied to reduce goodwill. All Champion net operating losses can only be used
to offset the separate company income of the Champion group. In addition, as a
result of the change in ownership of the Champion group at August 16, 1996, the
Champion net operating losses are also limited under Section 382 of the
Internal Revenue Code.

  The deferred tax valuation increased by $53.3 million at December 31, 1996.
This increase was principally related to deferred tax assets related to net
operating losses, bad debt allowances and other accrued expenses that may not
be realized. Additionally, approximately $3.0 million of the deferred tax
valuation resulted from the Champion merger. Any future decreases of the
valuation allowance will be reported as reductions of income tax expense when
recognized in financial statements for subsequent years.

  The Company paid income taxes, net of refunds, of $1.0 million, $14.3 million
and $12.6 million during 1996, 1995 and 1994, respectively.





                                    page 51
<PAGE>   52
NOTE 10.     LONG TERM DEBT

  The Company's long-term debt consists of the following ($ in 000's):

<TABLE>
<CAPTION>

                                                              DECEMBER 31
                                                       ------------------------
                                                          1996           1995
                                                       --------        --------
<S>                                                    <C>             <C>
Revolving Credit Facility                              $146,000        $ 41,500
10% Senior Subordinated Notes                           325,000               -
9.875% Senior Subordinated Notes                              -          75,000
6.51% Subordinated Note                                   7,185               -
Capital Lease Obligations (see Note 11)                   9,956          10,575
Other                                                     7,595           8,427
                                                       --------        --------
                                                        495,736         135,502
Less current maturities                                  (4,679)        ( 5,150)
                                                       --------        --------
  Total Long-term Debt                                 $491,057        $130,352
                                                       ========        ========
</TABLE>                                    
                                            
  REVOLVING CREDIT FACILITY - On August 16, 1996, the Company entered into a
new credit agreement (the "Credit Agreement") which provided for a $400.0
million five-year Reducing Revolving Credit Facility (the "Credit Facility").
The Credit Facility is available for (i) general corporate purposes, including
funding working capital needs, acquisitions and capital expenditures, (ii)
issuance of letters of credit up to $40.0 million, (iii) refinancing of
existing indebtedness including the previous $230.0 million revolving line of
credit and (iv) funding of Merger expenses.  The Credit Facility is subject to
mandatory reductions of $50.0 million on August 15, 1999 and an additional
$50.0 million on August 15, 2000.  Borrowings under the Credit Facility bear
interest at the Company's option, at (i) LIBOR plus a margin of 2.0% or (ii)
the prime rate plus a margin of .75%, in either case as adjusted by the
increased rates provided for in the First Amendment to the Credit Agreement.
The Company is required to pay annual commitment fees ranging from .25% to .50%
of the unused portion of the Credit Facility.  Letters of credit issued under
the Credit Facility require annual fees of 2.0% of the outstanding amount of
the letters of credit. The weighted average borrowing rate for the year ended
December 31, 1996 was 7.6% under the revolving line of credit.

  The Company recognized an extraordinary loss for the write-off of deferred
loan costs relating to the previous line of credit of $1.7 million.

  As of December 31, 1996, the Company had outstanding borrowings of $146.0
million and outstanding letters of credit of $9.7 million. The Credit Facility
is secured by a first priority interest in the capital stock of substantially
all of the Company's present and future subsidiaries and upstream guarantees of
these subsidiaries.

  As a result of a loss recorded by the Company for the year ended December 31,
1996 and the restatement of the prior years' financial statements, the Company
was in violation of certain financial covenants of the Credit Agreement. As of
April 15, 1997, the Company had received waivers from the lenders under the
Credit Agreement of defaults resulting from the violation of the financial
covenants. Effective April 15, 1997, the Company entered into an amendment to
the Credit Agreement, which provides among other things (i) a reduction in the
credit commitment from $400.0 million to $200.0 million, (ii) interest rates
which generally increase effective April 14, 1997 by .50% on a monthly basis
until such increase reflects an 8.00% increase as compared to rates otherwise
in effect prior to April 14, 1997, (iii) a limitation of $20.0 million in
unrestricted additional borrowings under the Amended Credit Agreement for
purposes other than Permitted Acquisitions as defined in the agreement, (iv) a
limitation of $20.0 million in additional borrowings for Permitted Acquisitions,
(v) the right by lenders to a first priority lien in the Company's real and
personal properties; however, total collateral value based upon appraised fair
market value cannot exceed 133.0% of the aggregate principal amount of the
commitments, (vi) proceeds of asset dispositions must be applied as a permanent
reduction of the debt outstanding under the Credit Agreement and (vii)
additional restrictive financial covenants.

  SENIOR SUBORDINATED NOTES - On August 16, 1996, the Company completed a
$325.0 million registered offering of 10% Senior Subordinated Notes (the
"Notes").  Of the $315.2 million net proceeds received from the offering, $81.6
million was used to repay the 9.875% Senior





                                    page 52
<PAGE>   53
Subordinated Notes (the "9.875% Notes"), including $3.9 million in tender and
consent fees, $177.7 million to repay certain Champion existing debt assumed
upon the consummation of the Merger, and the remaining $55.9 million to repay
amounts outstanding under the Company's previous revolving line of credit. The
Notes are general unsecured senior subordinated obligations of the Company and
will mature on August 15, 2006.  The Notes are not subject to any mandatory
redemption and may not be redeemed prior to August 15, 2001.

  On August 22, 1996, all of the 9.875% Notes were redeemed, which resulted in
an extraordinary loss of $6.0 million, consisting of $3.9 million in tender and
consent fees and $2.0 million for the write-off of deferred financing costs.

  On October 1993, the Company completed a $75.0 million public offering of
9.875% Notes, using a portion of the net proceeds therefrom to repay the then
outstanding 14.375% Senior Subordinated Notes (the "14.375% Notes"). The
extinguishment of the 14.375% Notes resulted in an extraordinary loss of
$497,000 (net of income tax benefit of $346,000), of which $33,000 was recorded
in 1994.

  The Company terminated an interest swap agreement during May 1994, which was
originally entered into to fix $20.0 million of its floating rate debt at 7.8%.
The swap  increased interest expense by $177,000 for the year ended December
31, 1994.

  6.51% SUBORDINATED NOTE - Pursuant to an agreement in conjunction with the
Merger, Dr. Manfred G. Krukemeyer, the Company's Chairman of the Board,
received a $7.2 million 6.51% subordinated note from the Company.  The note
provides for payments of principal and interest in an aggregate annual amount
of $1.0 million over a term of 10 years. In connection with the Company's
execution of the First Amendment to the Credit Agreement, Dr. Krukemeyer waived
his right to receive principal payments under the note until all obligations of
the Company under the Credit Agreement have been satisfied.

  OTHER DEBT - Other debt at December 31, 1995 and 1994 consists primarily of
mortgage notes and other collateralized and unsecured notes. These obligations
mature in various installments through 2016 at interest rates ranging from 9.0%
to 12.5% in 1996 and 9.5% to 12.5% in 1995.

  The terms of the various debt agreements include certain restrictive
covenants.  Among other restrictions, the covenants include limitations on
investments, borrowings, liens, acquisitions and dispositions of assets and
transactions with affiliates, and require maintenance of certain ratios
regarding fixed charge  coverage and leverage.  In addition to the special
one-time $21.2 million in cash dividends to Dr. Krukemeyer (see Note 14) , the
Company may declare and pay cash dividends or repurchase its own common stock,
provided that the aggregate amount should not exceed $250,000, unless the
Company's Notes receive a certain rating  from selected rating agencies.


  Maturities of long-term debt outstanding as of December 31, 1996 for the next
five years and thereafter are ($ in 000's):

<TABLE>                  
        <S>                                        <C>
        1997                                        $      4,679
        1998                                               3,074
        1999                                               2,383
        2000                                              47,191
        2001                                             101,203
        Thereafter                                       337,206
                                                    ------------
                                                    $    495,736
                                                    ============
</TABLE>                  


  The Company paid interest of $20.0 million, $ 16.0 million and $13.1 million
during 1996, 1995 and 1994, respectively.





                                    page 53
<PAGE>   54
NOTE 11.  LEASES

  The Company leases property and equipment under cancelable and non-cancelable
leases. Future minimum operating and capital lease payments, including amounts
relating to leased hospitals, for the next five years and thereafter are ($ in
000's):


<TABLE>
<CAPTION>
   Years Ended December 31,                                                    OPERATING        CAPITAL
                                                                               ---------        --------
       <S>                                                                    <C>              <C>
       1997                                                                    $  16,720        $  2,118
       1998                                                                       15,304           1,827
       1999                                                                       14,628           1,445
       2000                                                                       13,563             827
       2001                                                                       11,720             790
       Thereafter                                                                 26,305           8,078
                                                                               ---------        --------
       Total minimum future payments                                           $  98,240          15,085
                                                                               =========
       Less amount representing interest                                                          (5,129)
                                                                                                --------
                                                                                                   9,956
       Less current portions                                                                      (1,395)
                                                                                                --------
       Long-term capital lease obligations                                                      $  8,561
                                                                                                ========
</TABLE>

         The following summarized amounts relate to assets leased by the
Company under capital leases ($ in 000's):

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                -----------------------
                                                  1996            1995
                                                -------         -------
      <S>                                       <C>             <C>
      Property, Plant & Equipment               $ 9,551         $ 7,344
      Accumulated Depreciation                   (3,500)         (2,238)
                                                -------         -------
               Net Book Value                   $ 6,051         $ 5,106
                                                =======         =======
</TABLE>                             


  Depreciation of assets under capital leases is included in depreciation and
amortization in the consolidated statements of income. Rental expense was $20.1
million, $18.3 million and $17.4 million for 1996, 1995 and 1994, respectively.

NOTE 12.    SALE OF ACCOUNTS RECEIVABLE

  During 1993, a subsidiary of the Company entered into an agreement with an
unaffiliated trust (the "Trust") to sell the Company's hospital eligible
accounts receivable (the "Eligible Receivables") on a nonrecourse basis to the
Trust. A special purpose subsidiary of a major lending institution agreed to
provide up to $65.0 million in commercial paper financing to the Trust to
finance the purchase of the Eligible Receivables from the Company's subsidiary,
with the Eligible Receivables serving as collateral. The commercial paper notes
have a term of not more than 120 days. Eligible receivables sold to the Trust
at December 31, 1996, 1995 and 1994 were $49.8 million, $65.0 million and $65.0
million, respectively. Interest expense charged to the Trust related to the
commercial paper financing is passed through to the Company and included as
interest expense in the Company's consolidated financial statements. Interest
expense incurred by the Company related to this program was $3.2 million, $4.0
million and $2.8 million for the years ended December 31, 1996, 1995 and 1994,
respectively. The commercial paper program has been extended through June 30,
1997 and the Company expects that the Program will be renewed beyond 1997.

  As a result of the Amended Credit Agreement and other matters, the Company was
in default of certain provisions of the Trust Agreement. The Company has
received a waiver of certain provisions under the Trust.

NOTE 13. CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS

  CREDIT RISK - Financial instruments that potentially subject the Company to
concentration of credit risk consist principally of investments in marketable
securities and accounts receivable. The Company's investments in marketable
securities are managed by a professional investment manager within guidelines
established by the Board of Directors, which, as a matter of policy, limit the
amounts that may be invested in any one issuer. Credit risk on accounts
receivable is limited because a majority of the receivables are due from
governmental agencies,





                                    page 54
<PAGE>   55
commercial insurance companies and managed care organizations. The Company
continually monitors and adjusts its reserves and allowances associated with
these receivables.

  FAIR VALUES OF FINANCIAL INSTRUMENTS - All financial instruments are held for
purposes other than trading. The estimated fair values of all financial
instruments, other than marketable securities and long-term debt, approximated
their carrying amounts in the consolidated balance sheets due to the short-term
maturity of these instruments. The carrying amount and fair value of marketable
securities are disclosed at Note 4. The carrying amount and fair value of
long-term debt are as follows ($ in 000's):
<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                     --------------------------------------------
                                                              1996                 1995
                                                     -------------------   ----------------------
                                                     CARRYING      FAIR     CARRYING       FAIR
                                                      AMOUNT      VALUE      AMOUNT       VALUE
                                                     -------------------   ----------------------
<S>                                                  <C>         <C>        <C>          <C>
Long-term Debt:
 Revolving Credit Facility                           $146,000    $146,000   $ 41,500     $ 41,500
 10% Senior Subordinated
   Notes                                              325,000     305,500          -            -
 9.875% Senior Subordinated
   Notes                                                    -         -       75,000       79,440
 6.51% Subordinated Note                                7,185       6,557          -            -
</TABLE>


  The fair value of the Credit Facility approximated the carrying amount since
the interest rate is based on a current market rate. The fair value of the
Notes was based on the quoted market price. The fair value of the remaining
debt  was estimated using discounted cash flow analyses, based on the Company's
current incremental borrowing rate for similar types of borrowing arrangements.

NOTE 14.     STOCKHOLDERS' EQUITY

  COMMON AND PREFERRED STOCK - Pursuant to the Amended and Restated Articles of
Incorporation adopted on August 13, 1996, the Company has 150.0 million
authorized shares of common stock no stated value per share.  Each share is
entitled to one vote and does not have any cumulative voting rights.  The
Company is also authorized to issue 25.0 million shares of preferred stock at
$.01 par value per share, which may be issued in such series and have such
rights, preferences and other provisions as may be determined  by the Board of
Directors without approval by the holders of common stock.

  In connection with the adoption of a Shareholder Protection Rights Agreement
on August 16, 1996, the Company designated 1.5 million of its 25.0 million
authorized preferred shares as Participating Preferred Stock ("Preferred
Share") and paid a dividend of one Preferred Share purchase right ("Right") for
each outstanding share of the Company's common stock to stockholders of record
as of August 15, 1996.  Similar rights will be issued with respect to common
stock subsequently issued.  Each Preferred Share will be entitled to an
aggregate quarterly dividend equal to the greater of 25% of each Right's
exercise price or 100 times the quarterly dividend declared on the Company's
common stock.  In the event of liquidation, the holder of each Preferred Share
will be entitled to receive a liquidation payment of $100 per share plus any
accrued but unpaid dividends.  Each Preferred Share will have 100 votes, voting
together with the common stock.  No Preferred Shares are currently outstanding.
Each Right entitles the registered holder to purchase from the Company, one
one-hundredth of a Preferred Share at a price of $42.50, subject to adjustment.
The Rights currently are not exercisable and will be exercisable only if a
person or group acquires beneficial ownership of 25% or more of the Company's
outstanding shares of common stock (i.e., becomes an "Acquiring Person" as
defined in the related Rights Agreement).  The Rights, which expire on August
16, 2006, are redeemable in whole, but not in part, at the Company's option at
any time prior to such  time any person or group becomes an Acquiring Person,
at a price of $.01 per Right.

  In connection with the Merger, in August 1996, all 450 outstanding shares of
the Company's common stock, which were solely owned by Dr. Krukemeyer, were
split into an aggregate of 29.8 million shares as a result of a 66,159.426-
for-one stock split.  Upon the consummation of the Merger, each share of
Champion common and preferred stock was exchanged for one and two shares





                                    page 55
<PAGE>   56
of the Company's common stock, respectively.  Accordingly, the Company issued
19.8 million shares of its common stock in connection with such exchange.  On
August 16, 1996, the Company's common stock began trading on the New York Stock
Exchange under the symbol "PLS."

  During the 1996 period prior to the Merger, the Company paid cash dividends
of $3.8 million to Dr. Krukemeyer. In conjunction with the Merger, the Company
declared a dividend of $21.1 million to Dr. Krukemeyer, which was paid on
August 30, 1996.  After receipt of the $21.1 million  dividend and accrued
interest of $104,000,  and pursuant to a related agreement, Dr. Krukemeyer paid
approximately $3.0 million plus accrued interest in full satisfaction of a note
payable to the Company.  Additionally, Dr. Krukemeyer loaned the Company $7.2
million and received a $7.2 million 6.51% subordinated note from the Company
(see Note 10).

  On August 16, 1996, the Company completed a sale of 5.2 million shares of its
common stock at $8.50 per share.  Net proceeds of $39.8 million were used along
with proceeds from the Notes offering (see Note 10) to repay existing and
acquired indebtedness as well as pay for Merger related costs (see Note 6).

  STOCK OPTION PLAN - On July 15, 1996, the Company adopted the 1996 Stock
Incentive Plan (the "Incentive Plan") to provide stock-based incentive awards,
including incentive stock options, non-qualified stock options, restricted
stock, performance shares, stock appreciation rights and deferred stock, to key
employees, consultants and advisors.  Pursuant to the termination of the
Company's Phantom Equity Long-Term Incentive Plan in connection with the
Merger, options  to purchase 1.6 million shares of the Company's common stock
were granted at an exercise  price of $.01 per share ("Value Options") to
certain directors and officers of the Company in addition to aggregated cash
payments of $20.7 million, which if combined, approximated the accrued value of
the canceled phantom stock appreciation rights and/or preferred stock units
thereunder.  Additionally, pursuant to the various employment agreements, Value
Options were granted to certain senior executive officers to purchase 1.2
million shares in addition to options to purchase 2.8 million shares of the
Company's common stock at an exercise price of $8.50 per share.  The Company
recognized merger expenses  totaling $32.0 million related to the cancellation
of the Phantom Equity Long-Term Incentive Plan and the issuance of certain
Value Options.

  In connection with the Merger, the Company also assumed and converted all
Champion outstanding options, subscription rights, warrants and convertible
notes to similar rights to acquire approximately 1.9 million shares of the
Company's common stock.

  At December 31, 1996, there were 10.1 million shares of common stock reserved
for exercise of options, including 1.3 million shares assumed from Champion.
Except for the Value Options as noted above,  stock options were generally
granted at an exercise price equal to the estimated fair market value of the
shares on the date of grant and  expire ten years from the grant date. The
following table presents the number of shares covered by options outstanding
and the related number granted, assumed, exercised and canceled since August
1996 (in 000's):





                                    page 56
<PAGE>   57
<TABLE>
<CAPTION>
                                           NUMBER OF   OPTION PRICE
                                           SHARES       PER SHARE
                                           --------- ---------------
   <S>                                      <C>      <C>
   Outstanding at January 1, 1996               -                -
   Granted                                  5,530     $ .01 to $8.50
   Assumed                                  1,335     $1.00 to $9.00
   Exercised                                    -                -
   Canceled                                     -                -
                                            ------------------------
   Outstanding at December 31, 1996         6,865     $ .01 to $9.00
                                            ========================
</TABLE>                               

  The exercise price of stock options outstanding at December 31, 1996 averages
$ 7.67 per share for those granted at market price on the date of grant,
including the assumed Champion stock options, and $0.01 for the Value Options.
Weighted average grant-date fair values of the Value Options and non-Value
Options were $ 8.49 and $ 3.86, respectively.  Options to purchase 3.8 million
shares, including all outstanding Value Options to purchase 2.8 million shares,
were exercisable as of December 31, 1996, at a weighted average exercise price
of $5.30 for the non-Value Options and $.01 for the Value Options.  The
weighted average remaining life is 9.6 years for the Value Options and 8.5
years for the other outstanding options. The Value Options are fully vested on
the date of grant, with the remaining options vesting generally over a period
of 3 to 4 years from the date of grant. Options generally expire upon certain
events (such as termination of employment with the Company), except for Value
Options, which remain exercisable until the end of the 10- year option term.

  The Company has elected to follow APB No. 25 and related Interpretations in
accounting for its employee stock options.  Pro forma information regarding net
income and earnings per share is required by SFAS 123, and has been determined
as if the Company had accounted for its employee stock options under the fair
value method of that Statement. The fair value for these options was estimated
at the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions for 1996: risk-free interest rate of
6.25%, dividend yield of 0%; volatility factor of the expected market price of
the Company's stock of 49.2%; and a weighted-average expected life of the
option of 4 years.

  The Black-Scholes option pricing model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

  For purpose of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. There were no stock
options granted or outstanding  during 1995; accordingly, no compensation
expense has been recognized on a pro forma basis. The Company's pro forma
information for 1996 is as follows and includes compensation expense of $1.9
million ($1.2 million after-tax) ($ in 000's, except for earnings per share
data):

<TABLE>
        <S>                                            <C>
        Pro forma net loss                             $ (234,464)
        Pro forma earning per share:       
          Primary                                           (5.98)
          Fully diluted                                     (5.98)
</TABLE>                                   


  WARRANTS AND CONVERTIBLE SECURITIES - As of December 31, 1996, the Company
had outstanding warrants to purchase 422,000 shares of Common Stock at an
exercise price ranging from $.01 to $9.00 per share and expiring from June 1,
1999 through December 31, 2003. In addition, it had certain outstanding rights
or securities which are convertible into 60,000 shares of Common Stock (the
"convertible notes"). Such warrants and convertible notes were assumed from
Champion pursuant to the terms of the Merger.





                                    page 57
<PAGE>   58
NOTE 15.     EMPLOYEE BENEFIT PLAN

  The Company has a defined contribution 401(k) retirement plan covering all
eligible employees at its hospitals and the corporate office.  Participants may
contribute up to 20% of pretax compensation, not exceeding a limit set annually
by the Internal Revenue Service. The Company matches $.50 for each $1.00 of
employee contributions up to 4% of employees' gross pay and may make additional
discretionary contributions. Total expense for employer contributions to the
plan for 1996, 1995 and 1994 was $1.3 million, $1.5 million and $1.4 million,
respectively. Champion's 401(k) plan, which will be terminated in 1997,
provided for employer contributions of $229,000 during the four months ended
December 31, 1996.

  The Company has a supplemental executive retirement plan ("SERP") to provide
additional post-termination benefits to a selected group of management and
highly compensated employees. As a result of a change in control from the
Merger, officers and employees of the Company who were participants in the SERP
prior to the Merger became fully vested in all benefits thereunder.  The
Company recognized Merger expenses of $5.1 million related to the vesting of
such benefits.  Pursuant to their respective employment agreements, certain
Champion executives became participants in the SERP and received retroactive
benefits for their years of service with Champion.  The Company capitalized
approximately $1.9 million of such non-cash charges as part of the purchase
price of Champion. Total expenses under the plan were $1.1 million, $850,000
and $950,000 for the years ended December 31, 1996, 1995 and 1994,
respectively.

NOTE 16.     COMMITMENTS AND CONTINGENCIES

  STOCKHOLDERS' LITIGATION - The Company, along with others, has been named in
seven law suits that assert putative class actions on behalf of stockholders and
bondholders for claims under Federal and state statutes, including securities
laws, and common law, arising out of the August 1996 merger of the Company and
Champion and the August 1996 public offerings of common stock and subordinated
notes. Additionally, a stockholder's derivative action has been filed based
upon the August 1996 transactions, and Champion and the Company are likewise the
subject to a stockholder's class action filed in April 1996 that was based upon
what was then the proposed merger.

  The Company believes that the outcome of certain of the claims will probably
be unfavorable to the Company. The Company also believes that the shareholder
class actions asserted against the Company are likely to settle rather than to
proceed to trial, judgment, and appeal and that, given the circumstances of
these cases, the terms of a settlement would be structured in a manner to avoid
causing the Company to seek protection under the federal bankruptcy
reorganization laws.  The Company also understands that securities class
actions are from time to time settled, in part, with the contribution by
defendant companies of equity or debt securities as well as the payment of
cash.

  For a variety of reasons, the Company believes that its ultimate cash
exposure in a settlement will be within its financial resources.  These reasons
include the likelihood that a settlement would consist of contributions of
insurance proceeds, cash contributions from other existing and potential
defendants, and the issuance of equity or debt securities, as well as the
payment of cash, by the Company as part of a settlement fund.  Another reason
is that a settlement would probably involve a reduction from the total possible
award to the plaintiff classes because of inherent uncertainties and risks
associated with the litigation against the Company.  The Company believes that,
as part of a global settlement, the class of plaintiffs that includes the
relatively small number of former Champion shareholders who own a significant
amount of the Company's common stock might accept some form of debt or equity
securities of the Company. In any circumstance where the Company could not
structure a settlement of all claims within its financial resources it would
vigorously defend any attempt to establish the amount of liability or to require
payment beyond its resources. Many factors will ultimately affect and determine
the results of the litigation, however, and the Company can provide no assurance
that the results will not have a significant adverse effect on it.





                                    page 58
<PAGE>   59
  The Company has accrued what it believes to be its minimum potential exposure
based on the present facts and circumstances. Should the Company's ultimate
liability with respect to these suits be significantly in excess of amounts
accrued or should additional related suits come to fruition which result in
significant liability, the Company's financial position, results of operations
and liquidity may be severely impacted.

  PROFESSIONAL AND LIABILITY RISKS - The Company is subject to claims and suits
in the ordinary course of business, including those arising from care and
treatment afforded at its facilities.  The Company maintains insurance and,
where appropriate, reserves with respect to the possible liability arising from
such claims. For periods from October 1992 to December 1996, the Company,
excluding the former Champion entities, insured the first $500,000 of general
and professional liability claims through its wholly owned subsidiary, Hospital
Assurance Company Ltd ("HAC"). The Company had third-party excess insurance
coverage over the first $500,000 per occurrence up to $100 million. Commencing
January 1, 1997, pursuant to the Company's plan to cease all underwriting
activity of HAC, the Company became self-insured for the first $1 million of
general and professional liability claims, with excess insurance amounts up to
$100 million covered by a third party insurance carrier, including all claims
incurred but not reported as of December 31, 1996 for all subsidiaries,
including Champion. The Company is self-insured for reported claims related to
former Champion facilities for periods prior to 1997 up to $1.0 million per
occurrence and $4.0 million in the aggregate, with amounts in excess of $1.0
million but less than $10 million covered by a third party insurance carrier.
The Company accrues an estimated liability for its uninsured exposure and
self-insured retention based on historical loss patterns and actuarial
projections. The Company's estimated liability for the self-insured portion of
professional and general liability claims was $31.1 million  and $30.3 million
at December 31, 1996 and 1995, respectively, which represents the present value
of estimated future claims payments based on expected loss patterns, using a
discount rate of 7.0%.

  The Company believes that its insurance and loss reserves are adequate to
cover  potential claims that may be asserted and that the outcome of such
claims will not have a  material effect on the Company's financial position,
results of operations or cash flows.

NOTE 17. CERTAIN RELATED PARTY TRANSACTIONS

   The Company paid dividends of $24.9 million, $5.4 million and $3.4 million
to Dr. Krukemeyer during the years ended December 31, 1996, 1995 and 1994,
respectively. The Company also paid accrued interest of $104,000 to Dr.
Krukemeyer in connection with the dividend paid in August 1996, pursuant to the
terms of the Merger agreement. After receipt of the dividend paid in August
1996 and pursuant to a related agreement, Dr. Krukemeyer paid approximately
$3.0 million plus accrued interest in full satisfaction of a note payable to
the Company. Additionally, Dr. Krukemeyer loaned the Company $7.2 million and
received a $7.2 million 6.51% subordinated note from the Company (see Note 10).

  Effective August 1996, the Company is a party to an agreement with Dr.
Krukemeyer, pursuant to which he provides management and strategic advisory
services to the Company for an annual consulting fee of $1.0 million, for a
term not to exceed ten years. Effective April 15, 1997, the annual consulting
fee to Dr. Krukemeyer was reduced to $250,000 until all obligations of the
Company under the Credit Agreement have been satisfied. Payment of $375,000 
was made to Dr. Krukemeyer during 1996.

  Prior to the consummation of the merger with Champion, the Company was a
party to an Amended and Restated Know-how Contract with Paracelsus Klinik, a
sole proprietorship owned by Dr. Krukemeyer, which provided for the transfer of
specified know-how to the Company for an annual payment of the lesser of
$400,000 or 0.75% of Paracelsus' net operating revenue, as defined in the
Know-how Contract. Such contract was terminated in August 1996. Payments of
$250,000, $400,000 and $400,000 were made to Paracelsus Klinik during 1996,
1995 and 1994, respectively.

NOTE 18. SUBSEQUENT EVENTS

  Effective January 1997, the Company ceased all underwriting activity of HAC
and placed it into runoff. HAC paid a dividend to the Company thereupon 
leaving a minimum capital and surplus to runoff workers' compensation 
liabilities relating to California and Texas





                                    page 59
<PAGE>   60
exposures for fiscal years 1993, 1994, and 1995. The Company then received all
assets and assumed all other liabilities of HAC.

  As a result of the Special Committee's investigation of the Company's
accounting and financial reporting practices and procedures for the periods
prior to the quarter ended September 30, 1996, the Company restated its
financial statements for the periods commencing January 1, 1992 through the
nine months ended September 30, 1996. See Note 2 for more information.

  In March 1997, the Company signed a definitive agreement, subject to a
financing contingency,  to sell two of its psychiatric hospitals, the 149-bed
Lakeland Regional Hospital in Springfield, Missouri and the 70-bed Crossroads
Regional Hospital in Alexandria, Louisiana.





                                    page 60
<PAGE>   61
NOTE 19. QUARTERLY DATA (UNAUDITED)

  The following table summarizes the Company's quarterly financial data for the
years ended December 31, 1996 and 1995, as restated, to reflect the restatement
entries as described at Note 2 and the reclassification of the psychiatric
hospitals as discontinued operations ($ in 000's, except per share data):

<TABLE>
<CAPTION>
YEAR 1996                                                                              EARNINGS (LOSS) PER SHARE
                                                                                -------------------------------------
                                        INCOME(LOSS)
                                           FROM                          NET                                                
                               NET      CONTINUING     DISCONTINUED     INCOME     CONTINUING   DISCONTINUED   NET INCOME   
QUARTERS                     REVENUE    OPERATIONS      OPERATIONS      (LOSS)     OPERATIONS    OPERATIONS      (LOSS)     
--------------------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>             <C>          <C>            <C>        <C>               <C>
First (a)
  Previously Reported       $ 131,916   $  (9,343)      $      -      $  (9,343)     $ (0.31)     $      -      $  (0.31)
  Effect of Restatement        (3,432)     (5,006)             -         (5,006)       (0.17)            -         (0.17)
  Discontinued Operations     (13,161)     11,422        (11,422)             -         0.38         (0.38)            -
                            ----------------------------------------------------------------------------------------------
  Restated                    115,323      (2,927)       (11,422)       (14,349)       (0.10)        (0.38)        (0.48)

Second
  Previously Reported       $ 133,136   $   2,602              -      $   2,602      $  0.09      $      -      $   0.09
  Effect of Restatement        (2,606)     (7,764)             -         (7,764)       (0.26)                      (0.26)
  Discontinued Operations     (10,667)      3,925         (3,925)             -         0.13         (0.13)            -
                            ----------------------------------------------------------------------------------------------
  Restated                    119,863      (1,237)        (3,925)        (5,162)       (0.04)        (0.13)        (0.17)

Third (b)
  Previously Reported       $ 109,855   $ (50,245)      $(25,321)     $ (80,123)     $ (1.19)     $  (0.60)     $  (1.89)
  Effect of Restatement        16,153       4,897          6,125         11,022         0.11          0.15          0.26
  Discontinued Operations           -           -              -              -            -             -             -
                            ----------------------------------------------------------------------------------------------
  Restated                  $ 126,008     (45,348)       (19,196)       (69,101)     $ (1.08)        (0.45)        (1.63)

Fourth (c)                  $ 131,912   $(104,985)      $(36,452)     $(144,604)     $ (1.92)     $  (0.67)     $  (2.64)
</TABLE>

-----------------------------
(a)  Includes an after-tax charge for settlement costs of $13.2 million ($0.44
     per share) relating to certain lawsuits.

(b)  Includes net aggregate after-tax nonrecurring charges of $40.1 million
     ($0.95 per share), consisting of impairment charge of  $7.9 million ($0.18
     per share), merger costs of $27.6 million ($0.65 per share) and
     extraordinary loss from early extinguishment of debt of $ 4.6 million
     ($0.11 per share). Quarterly results also include $ 4.5 million ($0.11 per
     share) recorded for contractual expenses related to revised estimates of
     allowances on accounts receivable under the Medicare and Medicaid programs
     for periods prior to the quarter ended September 30, 1996.

(c)  Includes net aggregate after-tax nonrecurring charges of $78.8 million
     ($1.43 per share), consisting of an accrued loss for a loss contract of
     $27.0 million ($0.49 per share), additional impairment charge of $41.9
     million ($0.76 per share), expenses for Special Committee's investigation
     and other litigation matters of $14.2 million ($0.26 per share), net of
     reversal of excess merger costs of $4.3 million ($0.08 per share).
     Quarterly results also includes $15.7 million ($0.29 per share) recorded
     for contractual expenses related to revised estimates of allowances on
     accounts receivable under the Medicare, Medicaid and other programs for
     periods prior to the quarter ended December 31, 1996.

<TABLE>
<CAPTION>
YEAR 1995                                                                                            EARNINGS (LOSS) PER SHARE
                                                                                          -----------------------------------------
                                              INCOME(LOSS)
                                                 FROM                          NET                                             
                                  NET         CONTINUING      DISCONTINUED     INCOME     CONTINUING     DISCONTINUED    NET INCOME
QUARTERS                        REVENUE       OPERATIONS       OPERATIONS      (LOSS)     OPERATIONS      OPERATIONS       (LOSS)  
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>             <C>          <C>            <C>              <C>              <C>
First
  Previously Reported           $128,233        $  3,789        $     -        $ 3,789      $   0.13        $     -         $ 0.13
  Effect of Restatement             (231)           (138)             -           (138)           -               -              -
  Discontinued Operations        (18,960)         (1,667)           1,667            -         (0.06)           0.06             -
                                ---------------------------------------------------------------------------------------------------
  Restated                       109,042           1,984            1,667        3,651          0.07            0.06          0.13

Second
  Previously Reported           $123,545        $  3,392        $     -        $ 3,392      $   0.11        $     -         $ 0.11
  Effect of Restatement           (5,679)         (3,351)             -         (3,351)        (0.11)             -          (0.11)
  Discontinued Operations        (14,007)           (394)             394            -         (0.01)           0.01             -
                                ---------------------------------------------------------------------------------------------------
  Restated                       103,859            (353)             394           41         (0.01)           0.01             -

Third (a)
  Previously Reported           $124,802        $  3,324        $     -        $ 3,324      $   0.11        $     -         $ 0.11
  Effect of Restatement           (9,198)         (5,597)             -         (5,597)        (0.19)             -          (0.19)
  Discontinued Operations        (10,954)          4,847           (4,847)           -          0.16           (0.16)            -
                                ---------------------------------------------------------------------------------------------------
  Restated                       104,650           2,574           (4,847)      (2,273)         0.08           (0.16)        (0.08)

Fourth
  Previously Reported           $128,674        $  2,092        $     -        $ 2,092      $   0.07        $     -         $ 0.07
  Effect of Restatement            1,487             (74)             -            (74)           -               -              -
  Discontinued Operations        (13,533)             66              (66)           -            -               -              -
                                ---------------------------------------------------------------------------------------------------
  Restated                      $116,628        $  2,084        $     (66)     $ 2,018      $   0.07        $     -         $ 0.07
                                                                                                                                  
</TABLE>





                                   page 61

<PAGE>   62
(a)  Includes net aggregate after-tax nonrecurring gain of $2.3 million ($0.08
     per share), consisting of a gain from sale of a hospital of $5.3 million
     ($0.18 per share), a charge of $2.5 million ($0.08 per share) for special 
     bonuses paid to certain senior executive officers and a charge of $574,000 
     ($0.02 per share) for employee severance benefits and contract termination 
     costs related to the closure of a psychiatric hospital.

  The results of Champion  have been included in the operations of the Company
since August 16, 1996. Per share data for quarters prior to the the quarter
ended September 30, 1996 have been restated to reflect the 66,159.426-for-one
stock split in August 1996.

  Quarterly operating results are not necessarily representative of operations
for a full year for various reasons including levels of occupancy, fluctuations
in interest rates, and acquisitions and divestitures.

                                   PART III

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

  None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The information required by this Item is (i) incorporated herein by reference
from the Company's Proxy Statement to be filed by April 30, 1997 with the
Securities and Exchange Commission and (ii) as set forth under "Executive
Officers of the Registrant" in Part I of this Report.

ITEM 11. EXECUTIVE COMPENSATION

  The information required by this Item is incorporated herein by reference
from the Company's Proxy Statement to be filed by April 30, 1997 with the
Securities and Exchange Commission.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The information required by this Item is incorporated herein by reference
from the Company's Proxy Statement to be filed by April 30, 1997 with the
Securities and Exchange Commission.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The information required by this Item is incorporated herein by reference
from the Company's Proxy Statement to be filed by April 30, 1997 with the
Securities and Exchange Commission.

                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

(a)(1) FINANCIAL STATEMENTS

   See Item 8 of this Report.

(a)(2) FINANCIAL STATEMENT SCHEDULE

   Schedule II - Valuation and Qualifying Accounts

   All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or have been disclosed in the 
consolidated financial statements and notes thereto and therefore have been 
omitted.





                                    page 62
<PAGE>   63
(a)(3) EXHIBITS

2.1(a)     Amended and Restated Agreement and Plan of Merger dated as of May
           29, 1996, by and among  Paracelsus, Champion and PC Merger Sub. Inc.

3.4 (b)    Amended and Restated Articles of Incorporation of Paracelsus.

3.5 (b)    Amended and Restated Bylaws of Paracelsus.

4.1 (b)    Indenture, dated August 16, 1996 between Paracelsus and AmSouth Bank
           of Alabama, as  Trustee (including the form of certificate
           representing the 10% Senior Subordinated Notes due 2006).

4.2 (c)    Shareholder Protection Rights Agreement between Paracelsus and
           ChaseMellon Shareholder Services, L.L.C, as Rights Agent.

4.5 (d)    Form of Warrant issued pursuant to Champion Series E Note Purchase
           Agreement, dated May 1, 1995, as amended.

4.6 (e)    Form of Warrant issued pursuant to Champion Series D Note and Stock
           Purchase Agreement dated December 31, 1993, as amended.

4.9 (b)    Certificate representing Common Stock.

10.1 (f)   Pooling Agreement, dated as of April 16, 1993 among PHC Funding
           Corp. II ("PFC II"), Sheffield Receivables Corporation and Bankers
           Trust Company, as trustee (the "Trustee").

10.2 (f)   Servicing Agreement, dated as of April 16, 1993, among PFC II,
           Paracelsus and the Trustee.

10.3 (f)   Guarantee, dated as of April 16, 1993, by Paracelsus in favor of PFC
           II.

10.4 (f)   Sale and Servicing Agreement between subsidiaries of Paracelsus and
           PFC II.

10.5 (f)   Subordinate Note by PFC II in favor of Hospitals.

10.8 (b)   $400 Million Reducing Revolving Credit Facility, dated as of August
           16, 1996, among  Paracelsus, Bank of America National Trust and
           Savings Association, as agent, and other lenders named therein
           (10.1).

10.14 (f)  Service and Consulting Agreement, dated as of July 4, 1983, between
           Paracelsus and European Investors Inc.  and Incofinas Limited.

10.16 (g)  The Restated Paracelsus Healthcare Corporation Supplemental
           Executive Retirement Plan.

10.17 (b)  Amendment No. 1 to the Supplemental Executive Retirement Plan.

10.19 (f)  Paracelsus Healthcare Corporation Annual Incentive Plan (10.17).

10.21 (h)  Facility Lease dated as of June 7, 1991, between Bell Atlantic
           Tricon Leasing Corporation and Chico Rehabilitation Hospital, Inc.
           (10.1).

10.22 (h)  Amendment to Lease dated June 30, 1994, between Tricon Capital and
           Chico Rehabilitation Hospital, Inc.  (10.2).

10.23 (h)  Amendment to Lease dated June 30, 1994, between Tricon Capital and
           Beaumont Rehab Associates Limited Partnership (10.3).





                                    page 63
<PAGE>   64

10.25 (g)  Asset Purchase Agreement, dated as of March 29, 1996 between
           Paracelsus and FHP, Inc.

10.26 (i)  Stock Purchase Agreement by and between Paracelsus and General
           Hospitals of Galen, Inc., dated as of November 29, 1995 (10.40).

10.27 (i)  Asset Exchange Agreement by and between Paracelsus Halstead Hospital
           Inc., Paracelsus Elmwood Medical Center, Inc., Paracelsus Peninsula
           Medical Center, Inc., and Paracelsus Real Estate Corporation and
           Pioneer Valley Hospital, Inc. and Medical Center of Santa Rosa,
           Inc., dated November 28, 1995 (10.41).

10.28 (j)  Amended and Restated Partnership Agreement of Dakota/Champion
           Partnership dated December 21, 1994.

10.29 (k)  Operating Agreement between Dakota/Champion Partnership and
           Champion, dated December 21, 1994.

10.30 (l)  Asset Purchase Agreement, dated January 25, 1995, as amended, among
           Medical Services of Salt Lake City, Inc., HealthTrust, Inc.-The
           Hospital Company, CHC-Salt Lake City, Inc. and Champion.

10.31 (m)  Second Amended and Restated Credit Agreement, dated as of December
           8, 1995, among Paracelsus, Bank of America National Trust and
           Savings Association, as agent, and other lenders named therein
           (10.1)

10.32 (n)  Agreement in Contemplation of Merger, dated April 12, 1996, between
           Champion and the Champion investors listed therein.

10.33 (g)  Restated Champion Healthcare Corporation Founders' Stock Option
           Plan.

10.34 (b)  License Agreement between Dr. Manfred George Krukemeyer and
           Paracelsus.

10.35 (o)  Asset Exchange Agreement dated November 9, 1995, by and between
           Champion Healthcare Holdings, Inc., CHC- Prattville, Inc. and
           CHC-Nursing Center, Inc. and West Jordan Hospital Corporation.

10.36 (b)  Registration Rights Agreement between Paracelsus and Park Hospital
           GmbH.

10.37 (b)  Voting Agreement between Park Hospital GmbH and Messrs. Miller and
           VanDevender.

10.38 (b)  Services Agreement between Paracelsus and Dr. Manfred G. Krukemeyer.

10.39 (b)  Insurance Agreement between Paracelsus and Dr. Manfred G.
           Krukemeyer.

10.40 (b)  Non-Compete Agreement between Paracelsus and Dr. Manfred G.
           Krukemeyer.

10.41 (b)  Shareholder Agreement between Paracelsus and Park Hospital GmbH,  as
           guaranteed by Dr. Manfred G. Krukemeyer.

10.42 (b)  Dividend and Note Agreement between Paracelsus and Park Hospital
           GmbH.

10.43 (b)  Employment Agreement between Charles R. Miller and Paracelsus,
           including the Management Rights Agreement.

10.44 (b)  Employment Agreement between R.J. Messenger and Paracelsus,
           including the Management Rights Agreement.

10.45 (b)  Employment Agreement between James G. VanDevender and Paracelsus.





                                    page 64
<PAGE>   65

10.46 (b)  Employment Agreement between Ronald R. Patterson and Paracelsus.

10.47 (b)  Employment Agreement between Robert C. Joyner and Paracelsus.

10.48 (b)  Paracelsus 1996 Stock Incentive Plan.

10.49 (b)  Paracelsus Healthcare Corporation Executive Officer Performance
           Bonus Plan.

10.50 (b)  First Refusal Agreement among Park Hospital GmbH, Dr. Manfred G.
           Krukemeyer and Messrs. Messenger, Miller, VanDevender and Patterson.

10.51 (g)  Champion Healthcare Corporation 1996 Annual Bonus Plan.

10.52 (p)  Subscription Agreement between Champion and James G. VanDevender
           dated February 10, 1990, as amended (10.3).

10.53 (g)  Clarification Letter to the Subscription Agreement between Champion
           and James G. VanDevender dated July 12, 1996.

10.54 (b)  Registration Rights Agreement among Paracelsus and certain Champion
           Investors.

10.55 (g)  Donaldson, Lufkin & Jenrette Securities Corporation Engagement
           Letter with Champion, dated April 10, 1996.

10.56 (b)  Indemnity and Insurance Coverage Agreement between Paracelsus and
           certain Champion and Paracelsus executive officers.

10.57 (q)  AmeriHealth Amended and Restated 1988 Non-Qualified Stock Option
           Plan.

10.58 (p)  Champion Employee Stock Option Plan dated December 31, 1991, as
           amended (10.14).

10.59 (p)  Champion Employee Stock Option Plan No. 2 dated May 29, 1992, as
           amended (10.15).
 
10.60 (p)  Champion Employee Stock Option Plan No. 3 dated September 1992, as
           amended (10.16).

10.61 (p)  Champion Employee Stock Option Plan No. 4, dated January 5, 1994, as
           amended (10.17).

10.62 (r)  Champion Healthcare Corporation Physicians Stock Option Plan (4.2).

10.63 (p)  Champion Selected Executive Stock Option Plan No. 5, dated May 25,
           1995 (4.12).

10.64 (p)  Champion Directors' Stock Option Plan, dated 1992.

10.65 (b)  Paracelsus' 6.51% Subordinated Notes Due 2006 (10.64).

11.1       Statement regarding computation of per share earnings of Paracelsus.

21.1       List of subsidiaries of Paracelsus.

23.1       Consent of Ernst & Young LLP.

27         Financial Data Schedule.

--------------------------
(a)  Incorporated by reference from Exhibit of the same number to the Company's
     Current Report on Form 8-K, dated May 29, 1996.

(b)  Incorporated by reference from Exhibit of the same number (or if otherwise
     noted, Exhibit number contained in parenthesis which refers to the exhibit
     number in such Quarterly Report) to the Company's Quarterly Report on Form
     10-Q for quarter ended September 30, 1996.





                                    page 65
<PAGE>   66
(c)  Incorporated by reference from Exhibit of the same number to the Company's
     Registration Statement on Form 8-A, filed on August 12, 1996.

(d)  Incorporated by reference from Exhibit 10.23(g) to Champion's Annual
     Report on Form 10-K for the year ended December 31, 1995.

(e)  Incorporated by reference from Exhibit 10.23(f) to Champion's Annual
     Report on Form 10-K for the year ended December 31, 1995.

(f)  Incorporated by reference from Exhibit of the same number (or if otherwise
     noted, Exhibit number contained in parenthesis which refers to the exhibit
     number in such Registration Statement) to the Registration Statement on
     Form S-1, Registration No. 33-67040, filed on August 5, 1993.

(g)  Incorporated by reference from Exhibit of the same number to the Company's
     Registration Statement on Form S-4, Registration No. 333-08521, filed on
     July 19, 1996.

(h)  Incorporated by reference from Exhibit of the same number (or if otherwise
     noted, Exhibit number contained in parenthesis which refers to the exhibit
     number in such Quarterly Report) to the Company's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1994.

(i)  Incorporated by reference from Exhibit of the same number (or if otherwise
     noted, Exhibit number contained in parenthesis which refers to the exhibit
     number in such Quarterly Report) to the Company's Annual Report on Form
     10- K for the year ended September 30, 1995.

(j)  Incorporated by reference from Exhibit 10 to Champion's Current Report on
     Form 8-K, dated December 21, 1994.

(k)  Incorporated by reference from Exhibit 10.1 to Champion's Current Report
     on Form 8-K, dated January 5, 1995.

(l)  Incorporated by reference from Exhibit 10.1 to Champion's Current Report
     on Form 8-K, dated April 13, 1995.

(m)  Incorporated by reference from Exhibit 4.1 to the Company's Current Report
     on Form 8-K, dated December 12, 1995.

(n)  Incorporated by reference from Exhibit 10.1 to Champion's Current Report
     on Form 8-K, dated April 15, 1996.

(o)  Incorporated by reference from Exhibit 10.1 to Champion's Current Report
     on Form 8-K, dated March 1, 1996.

(p)  Incorporated by reference from Exhibit of the same number (or if otherwise
     noted, Exhibit number contained in parenthesis which refers to the exhibit
     number in such Annual Report) to Champion's Annual Report for the year
     ended December 31, 1994.

(q)  Incorporated by reference from Exhibit 10.06 to AmeriHealth's Annual
     Report on Form 10K for the year ended December 31, 1992.

(r)  Incorporated by reference from Exhibit of the same number (or if otherwise
     noted, Exhibit number contained in parenthesis which refers to the exhibit
     number in such Registration Statement) to Champion's Registration
     Statement on Form S-8, filed on August 3, 1995.

(b) REPORTS ON FORM 8-K

    None.




                                    page 66
<PAGE>   67
                       PARACELSUS HEALTHCARE CORPORATION

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                  ($ in 000's)

<TABLE>
<CAPTION>
                                        Balance at    Charged to                                     Balance
                                        Beginning      Costs and                                     at End
Description                              of Year        Expenses        Write-offs      Other        of Year
----------------------------            ----------    -----------       ----------      -----        -------
<S>                                        <C>            <C>                       <C>              <C>
Year ended December 31, 1996
   Allowance for doubtful
   accounts                             $  28,321     $ 50,958 (a)     $ (43,244)     $(18,386) (b)  $  17,649
                                                                                                            


Year ended December 31, 1995
   Allowance for doubtful
   accounts                                27,368       40,236 (a)       (39,283)           -           28,321
                                                                     
Year ended December 31, 1994
   Allowance for doubtful
   accounts                                27,071       34,536 (a)       (34,239)           -           27,368
</TABLE>


____________________________
(a)      Includes bad debt expenses of $12.6 million, $16.7 million and $12.3
         million for the years ended December 31, 1996, 1995 and 1994,
         respectively,  related to the psychiatric hospitals  which have been
         reclassified to discontinued operations.
(b)      Represents allowance for doubtful accounts balance of $36.1 million
         related to the psychiatric hospitals which have been reclassified to
         discontinued operations, net of $17.7 million acquired reserves from
         the acquisition of Champion.





                                    page 67
<PAGE>   68

                                  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 thereunto duly authorized this 15th day of April, 1997.

                                    PARACELSUS HEALTHCARE CORPORATION
           
                                               (Registrant)



                                    By: \s\ Charles R. Miller
                                       -----------------------------
                                            Charles R. Miller
                                       President, Chief Operating 
                                            Officer & Director

Pursuant to the requirement of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
       Signature                                            Title                                                  Date
       ---------                                            -----                                                  ----
<S>                                             <C>                                                          <C>
                                                Chairman of the Board of Directors                           April 15, 1997
-----------------------------------                                                                                              
 Dr. Manfred G. Krukemeyer

/s/ Charles R. Miller                           President, Chief Operating Officer                           April 15, 1997
-----------------------------------             and Director                                                                     
  Charles R. Miller                                         

/s/James G. VanDevender                         Executive Vice President,                                    April 15, 1997
-----------------------------------             Chief Financial Officer and                                                      
   James G. VanDevender                         Director                   
                                                                           

/s/ Robert M. Starling                          Vice President and Controller                                April 15, 1997
-----------------------------------                                                                                              
   Robert M. Starling

/s/ James A. Conroy                             Director                                                     April 15, 1997
-----------------------------------                                                                                              
   James A. Conroy

/s/ Christian A. Lange                          Director                                                     April 15, 1997
-----------------------------------                                                                                              
    Christian A. Lange

/s/ Daryl J. White                              Director                                                     April 15, 1997
-----------------------------------                                                                                              
   Daryl J. White
</TABLE>





                                    page 68
<PAGE>   69
                              INDEX TO EXHIBITS


EXHIBIT 
NUMBER                           DESCRIPTION
-------                          -----------

11.1        Statement regarding computation of per share earnings of Paracelsus.
          
21.1        List of subsidiaries of Paracelsus.

23.1        Consent of Ernst & Young LLP.

27          Financial Data Schedule.