<PAGE>
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                 FORM 10-KSB/A
                                AMENDMENT NO. 1
          MARK ONE /X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                    FOR THE FISCAL YEAR ENDED JUNE 30, 1996
                                       OR
            / /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
            FOR THE TRANSITION PERIOD FROM ____________TO___________

                        COMMISSION FILE NUMBER 33-89514

                           RAMSAY MANAGED CARE, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 DELAWARE                             72-1249464 
      (STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.) 
       INCORPORATION OR ORGANIZATION)          
        ENTERGY CORPORATION BUILDING                    
       639 LOYOLA AVENUE, SUITE 1725                     70113     
          NEW ORLEANS, LOUISIANA                       (ZIP CODE)  
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    

         INSURER'S TELEPHONE NUMBER, INCLUDING AREA CODE (504) 585-0515

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

         TITLE OF EACH CLASS   NAME OF EACH EXCHANGE ON WHICH REGISTERED
        ---------------------  -----------------------------------------
                NONE                             NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                         COMMON STOCK, $0.01 PAR VALUE
                                (TITLE OF CLASS)

     CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PAST 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   .
          ---    ---

     CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM
405 OF REGULATION S-B IS CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL 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-KSB
OR ANY AMENDMENT TO THIS FORM 10-KSB. /X/

     STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR.  $21,602,000

     STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-
AFFILIATES, COMPUTE BY REFERENCE TO THE PRICE AT WHICH THE STOCK WAS SOLD, OR
THE AVERAGE BID AND ASKED PRICES OF SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60
DAYS TO THE DATE OF FILING.

        AGGREGATE MARKET VALUE AS OF SEPTEMBER 13, 1996.....$ 3,598,484

     STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

      COMMON STOCK, $.01 PAR VALUE, AS OF SEPTEMBER 13, 1996.... 6,397,304
   TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  YES     NO  X
                                                                  ---     ---

                      DOCUMENTS INCORPORATED BY REFERENCE

     LIST HEREUNDER THE DOCUMENTS, ALL OR PORTIONS OF WHICH ARE INCORPORATED BY
REFERENCE HEREIN, AND THE PART OF THE FORM 10-KSB INTO WHICH THE DOCUMENT IS
INCORPORATED:

     DEFINITIVE PROXY STATEMENT TO BE FILED WITH RESPECT TO THE ANNUAL MEETING 
OF STOCKHOLDERS TO BE HELD ON  NOVEMBER 21, 1996--PART III.
<PAGE>
 
     ITEM 3.   LEGAL PROCEEDINGS.

               From time to time, the Company is party to certain claims, suits
     and complaints, whether arising from the acts or omissions of its
     employees, providers or others which arise in the ordinary course of
     business. As both the number of people serviced by the Company's programs
     and the number of providers under contract with the Company increase, the
     probability of the Company being subject to legal liability predicated on
     claims alleging malpractice or related legal theories also increases.
     Currently, there are no such claims, suits or complaints pending which, in
     the opinion of management, would have a material adverse effect on the
     Company's business, financial condition, results of operation or liquidity.

               The Company and its subsidiaries Apex, Apex Healthcare of
     Louisiana, Inc., Apex Healthcare of Alabama, Inc. and Apex Healthcare of
     Mississippi, Inc. commenced an action on July 1, 1996 in the Circuit Court
     of Jefferson County, Alabama against Parveez A. Oliaii (a former officer of
     the Company and the former chief executive officer of Apex), Berenson
     Minella & Company, Wexford Capital Corporation, Wexford Management LLC,
     Apex Acquisition Corporation and Karen M. Ryugo.  The complaint alleges
     that all defendants tortiously and fraudulently interfered with the
     Company's proposed sale of Apex, including its subsidiaries, and alleges
     that Mr. Oliaii breached his employment contract with the Company and his
     fiduciary duties to all plaintiffs.  The complaint seeks damages in an
     amount of no less than $3 million, plus punitive damages.  Mr. Oliaii has
     asserted a counterclaim alleging that the plaintiffs breached his
     employment contract by terminating him without cause and failing to pay him
     certain compensation allegedly owed pursuant to the employment contract.
     Mr. Oliaii's counterclaim seeks damages of at least $325,000.

                                       2
<PAGE>
 
                                   SIGNATURES

               Pursuant to the requirements of Section 13 or 15(d) of the
     Securities Exchange Act of 1934, the registrant has duly caused this
     amendment to be signed on its behalf by the undersigned thereunto fully
     authorized.

     DATED:  OCTOBER 21, 1996
                                           RAMSAY MANAGED CARE,  INC.

                                           BY: /S/ WARWICK D. SYPHERS
                                              ----------------------------------
                                                  WARWICK D. SYPHERS
                                                  EXECUTIVE VICE PRESIDENT

               Pursuant to the requirements of the Securities and Exchange Act
     of 1934, this amendment has been signed below by the following persons on
     behalf of the registrant and in the capacities and on the dates indicated.


     DATE                                SIGNATURE/TITLE
     ----                                ---------------

     DATED:  OCTOBER 21, 1996
                                         BY: */s/ PAUL J. RAMSAY
                                            ---------------------------------
                                            PAUL J. RAMSAY
                                            CHAIRMAN OF THE BOARD
                                            AND DIRECTOR

     DATED:  OCTOBER 21, 1996
                                         BY: */s/ LUIS E. LAMELA
                                            ---------------------------------
                                            LUIS E. LAMELA
                                            VICE-CHAIRMAN


     DATE                                SIGNATURE/TITLE
     ----                                ---------------

     DATED:  OCTOBER 21, 1996
                                         BY: /S/ WARWICK D. SYPHERS
                                            -------------------------------
                                            WARWICK D. SYPHERS
                                            EXECUTIVE VICE PRESIDENT, AND
                                            PRINCIPAL FINANCIAL AND
                                            ACCOUNTING OFFICER

                                       3
<PAGE>
 
     DATED:                              BY:_________________________________
                                         AARON  BEAM, JR.
                                         DIRECTOR
                                         
                                         
     DATED:  OCTOBER 21, 1996            BY: */s/ PETER J. EVANS
                                            -----------------------------------
                                         PETER J. EVANS
                                         DIRECTOR
                                         
                                         
     DATED:  OCTOBER 21, 1996            BY: */s/ THOMAS M. HAYTHE
                                            -------------------------------
                                         THOMAS M. HAYTHE
                                         DIRECTOR


     DATED:                              BY:_________________________________
                                         MOISES E. HERNANDEZ
                                         DIRECTOR
                                         
                                         
     DATED:  OCTOBER 21, 1996            BY: */s/ MICHAEL S. SIDDLE
                                            ----------------------------------
                                         MICHAEL S. SIDDLE
                                         DIRECTOR

     * BY: /S/ WARWICK D. SYPHERS
          -----------------------------
         (WARWICK D. SYPHERS
         ATTORNEY-IN-FACT)

                                       4