Bear Stearns & Co Inc/NY – ‘SC 13D/A’ on 8/6/98 re: National Surgery Centers Inc/DE

As of:  Thursday, 8/6/98   ·   Accession #:  918134-98-54   ·   File #:  5-47603

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           5±    17K 
                          Ownership                                              

Document Table of Contents

Page 1                                                                          

            SECURITIES AND EXCHANGE COMMISSION
                                      Washington, DC 20549

                                            SCHEDULE 13D
Under the Securities Exchange Act of 1934   

                          (Amendment No. 1 )

                                     National Surgery Centers Inc.
                                (Name of Issuer)
                                              Common Stock
                                    (Title of Class of Securities)

                         638044107
                              (CUSIP Number)

          Charles A. Nalbone, Bear, Stearns & Co. Inc.
            115 South Jefferson Road, Whippany, NJ 07981
                                    (973) 739-2202
             (Name, Address and Telephone Number of Person
                 Authorized to Receive Notices and Communications)

                                             July 24, 1998
       (Date of Event which Requires Filing of this Statement)

 If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,        
and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the      
following box [  ] .                                                            

  Check the following box if a fee is being paid with this statement
[   ] . (A fee is not required only if the reporting person:  1) has a          
previous statement on file reporting beneficial ownership of more than          
five percent of the class of securities described in Item 1; and 2) has         
filed no amendment subsequent thereto reporting beneficial ownership of five    
percent or less of such class. (See Rule 13d-7)                                 

Note:  When filing this statement, in paper format, six copies of               
this statement, including exhibits, should be filed with the Commission.        
See Rule 13d-1(a) for other parties to whom copies are to be sent.              

Page 2                                                                          

CUSIP NO.  638044107                                                            

                                   13D

NAME OF REPORTING PERSON                                        
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:                
1       BEAR, STEARNS & CO. INC.                                                
IRS #13-3299429                                                 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:                      
                                                                         (a) [ ]
                                                                         (b) [ ]
3       SEC USE ONLY                                                            

4       SOURCE OF FUNDS*:                                                       
WC, PF                                                          

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO    
ITEMS 2(d)(e):                                    
                                                                             [ ]
6       CITIZENSHIP OR PLACE OF ORGANIZATION:                                   
Delaware                                                        

          7       SOLE VOTING POWER:

                 0

            8       SHARED VOTING POWER:

                 0

               9       SOLE DISPOSITIVE POWER:

                 0

                 10      SHARED DISPOSITIVE POWER:

                 0

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:           
                 0

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN          
SHARES*:                                                        
                                                                             [ ]

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):                     
     0.0

14      TYPE OF REPORTING PERSON*:                                              
BD                                                

                                    See Instructions Before Filling Out!

Page 3                                                                          

                            Schedule 13D Amendment No. 1

     This statement constitutes Amendment No. 1 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear, 
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of the Common 
Stock of National Surgery Centers,Inc. (the "Issuer").                          

Item 3:  Source and Amount of Funds or Other Consideration                      

Not applicable.                                               

Item 5:  Interest in Securities of the Issuer (as of 7/24/98)                   

      (a)     The responses of Bear Stearns to Rows (11) through (13) of the
      cover page of this Amendment No. 1 to Schedule 13D are
               incorporated herein by reference.  To the best of Bear Stearns'
      knowledge, none of its executive officers or directors
beneficially own any Common Stock of the Issuer.

     (b)     The responses of Bear Stearns to Rows (7) through (10) of the
      cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference.               

  (c)     Since the date of its initial filing on Schedule 13D, Bear
            Stearns has effected transactions in the Common Stock of the
                Issuer.  Information concerning transactions in the Common Stock
    effected by Bear Stearns is set forth on Appendix I.

(d)     Not Applicable.                                         

     (e) On July 24, 1998 Healthsouth Corporation Inc. completed its acquisition
of National Surgery Centers, Inc.  According to the terms of the      
acquisition, National Surgery Centers, Inc. shareholders would receive
 1.0972 shares of Healthsouth Corporation (HRC) for each share held.  On
 July 24, 1998, Bear Stearns exchanged its holdings of National Surgery,
Centers, Inc. under the mentioned merger agreement.  Therefore, Bear  
Stearns ceased to be the beneficial owner of more than five percent of
the Common Stock of the Issuer on July 24, 1998.                      

Page 4                                                                          

Signature:                                                                      

    After reasonable inquiry and to the best of my knowledge and belief,

I certify that the information set forth in this statement is true,             

complete and correct.                                                           

Dated: August 6, 1998                              BEAR, STEARNS & CO. INC.     

                                                                         By: /s/
                                                                     Barry Cohen
                                                        Senior Managing Director

APPENDIX I    
BEAR, STEARNS & CO. INC.  

        National Surgery Centers, Inc.

 Trades from 07/22/98 through 07/24/98

       (Various Firm Accounts)
       ***** 07/24 *****
929,011- NATIONAL SURGERY CENTERS INC    XCH OA              .00              
10,267- NATIONAL SURGERY CENTERS INC    XCH OA              .00           

***** 07/22 *****                   
485,950  NATIONAL SURGERY CENTERS INC   30.4745    14,809,083.34              

100- NATIONAL SURGERY CENTERS INC   30 3/4          3,074.89-           
200- NATIONAL SURGERY CENTERS INC   30 13/16        6,162.29-           
1,000- NATIONAL SURGERY CENTERS INC   30 3/4         30,748.97-             
1,000- NATIONAL SURGERY CENTERS INC   30 15/16       30,936.46-             
1,000- NATIONAL SURGERY CENTERS INC   30.5625        30,561.48-             
1,000- NATIONAL SURGERY CENTERS INC   30.5625        30,561.48-             
1,000- NATIONAL SURGERY CENTERS INC   30.5625        30,561.48-             
1,000- NATIONAL SURGERY CENTERS INC   30 5/8         30,623.97-             
2,000- NATIONAL SURGERY CENTERS INC   30.6250        61,247.95-             
2,000- NATIONAL SURGERY CENTERS INC   30 15/16       61,872.93-                 
2,000- NATIONAL SURGERY CENTERS INC   30.70312       61,404.20-                 
2,000- NATIONAL SURGERY CENTERS INC   30 9/16        61,122.96-                 
3,000- NATIONAL SURGERY CENTERS INC   30 15/16       92,809.40-                 
3,000- NATIONAL SURGERY CENTERS INC   30.70312       92,106.30-                 
3,000- NATIONAL SURGERY CENTERS INC   30.6875        92,059.43-                 
4,000- NATIONAL SURGERY CENTERS INC   30 3/4        122,995.90-                 
4,000- NATIONAL SURGERY CENTERS INC   30.5625       122,245.92-                 
4,000- NATIONAL SURGERY CENTERS INC   30 9/16       122,245.92-                 
4,000- NATIONAL SURGERY CENTERS INC   30.5625       122,245.92-                 
4,000- NATIONAL SURGERY CENTERS INC   30.5625       122,245.92-                 
5,000- NATIONAL SURGERY CENTERS INC   30 3/4        153,744.87-                 
5,000- NATIONAL SURGERY CENTERS INC   30.7500       153,744.87-                 
5,000- NATIONAL SURGERY CENTERS INC   30.6875       153,432.38-                 
5,000- NATIONAL SURGERY CENTERS INC   30.6250       153,119.89-                 
5,000- NATIONAL SURGERY CENTERS INC   30.6250       153,119.89-           
5,000- NATIONAL SURGERY CENTERS INC   30.5625       152,807.40-           
5,000- NATIONAL SURGERY CENTERS INC   30.5625       152,807.40-           
5,000- NATIONAL SURGERY CENTERS INC   30.5625       152,807.40-           
5,000- NATIONAL SURGERY CENTERS INC   30.5625       152,807.40-           
5,000- NATIONAL SURGERY CENTERS INC   30.5625       152,807.40-           
5,000- NATIONAL SURGERY CENTERS INC   30.5625       152,807.40-           
5,000- NATIONAL SURGERY CENTERS INC   30 5/8        153,119.89-           
5,000- NATIONAL SURGERY CENTERS INC   30.6250       153,119.89-           
10,000- NATIONAL SURGERY CENTERS INC   30.6840       306,829.77-            

47,900- NATIONAL SURGERY CENTERS INC   30.7090     1,470,912.06-            

170,000- NATIONAL SURGERY CENTERS INC   30 1/2      5,184,827.16-             

(Various Discretionary Accounts)

***** 07/24 *****                         
1,277- NATIONAL SURGERY CENTERS INC    XCH OA              .00                

25,229- NATIONAL SURGERY CENTERS INC    XCH OA              .00               
913- NATIONAL SURGERY CENTERS INC    XCH OA              .00                  
979- NATIONAL SURGERY CENTERS INC    XCH OA              .00                    
11,958- NATIONAL SURGERY CENTERS INC    XCH OA              .00                 
40,377- NATIONAL SURGERY CENTERS INC    XCH OA              .00                 
30,000- NATIONAL SURGERY CENTERS INC    XCH OA              .00               
***** 07/22 *****                                             
5,229  NATIONAL SURGERY CENTERS INC   30.6840       160,446.64                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		8/6/98		None on these Dates
		7/24/98
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