SCHEDULE 14A INFORMATION
Revocation of Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Revocation of Consent Statement
[_] Definitive Revocation of Consent Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMSERV HEALTHCARE INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AMSERV HEALTHCARE INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Revocation of Consent Statement)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2)
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPY--JUNE 2, 1995
AMSERV HEALTHCARE INC.
3252 Holiday Court, Suite 204
La Jolla, California 92037
(619) 597-1000
REVOCATION OF CONSENT STATEMENT
OF THE BOARD OF DIRECTORS
OF AMSERV HEALTHCARE INC.
This Revocation of Consent Statement is furnished by the Board of
Directors (the "Board") of AMSERV HEALTHCARE INC. (the "Company") to the holders
of outstanding shares of common stock, par value $.01 per share ("Common
Stock"), of the Company in opposition to the solicitation by Stockbridge
Investment Partners, Inc. ("Stockbridge") and the other members of its group
(collectively, the "Stockbridge Group") of written stockholder consents to (i)
remove from the Board three of the five current directors and (ii) elect as
directors three persons designated by the Stockbridge Group. This statement and
the enclosed form of revocation of consent are first being mailed to
stockholders on or about June __, 1995.
THE BOARD OF DIRECTORS OF THE COMPANY OPPOSES THE STOCKBRIDGE GROUP'S
SOLICITATION OF CONSENTS AND URGES YOU NOT TO SIGN OR RETURN ANY CONSENT CARD
SENT TO YOU BY THE STOCKBRIDGE GROUP.
WHETHER OR NOT YOU HAVE PREVIOUSLY EXECUTED A BLUE CONSENT CARD
SOLICITED BY THE STOCKBRIDGE GROUP, THE BOARD URGES YOU TO REJECT THE
STOCKBRIDGE GROUP'S SOLICITATION BY PROMPTLY MARKING, SIGNING AND DATING THE
ENCLOSED WHITE REVOCATION OF CONSENT CARD AND MAILING IT IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
Questions concerning the voting of your shares of Common Stock should
be directed to the Company's proxy solicitor, Georgeson & Company Inc., toll-
free at (800) 223-2064.
THE STOCKBRIDGE GROUP
In general, the Stockbridge Group is seeking written consents of the
Company's stockholders to remove from the Board three of the five current
directors, who are Eugene J. Mora, George A. Rogers and Ben L. Spinelli, and to
replace such directors with three persons designated by the Stockbridge Group.
The Stockbridge Group's nominees to serve as directors of the Company (the
"Stockbridge Nominees") are Thomas M. Clarke, Lawrence B. Cummings and Stanley
J. Evans.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE PLAN PROPOSED BY
THE STOCKBRIDGE GROUP (THE "STOCKBRIDGE PLAN") IS NOT IN THE BEST INTERESTS OF
THE COMPANY'S STOCKHOLDERS AND URGES STOCKHOLDERS TO REJECT THE STOCKBRIDGE
PLAN FOR THE REASONS SUMMARIZED BELOW.
According to Amendment No. 1 to the Stockbridge Group's Consent Statement
(the "Stockbridge Consent Statement") filed with the Securities and Exchange
Commission (the "Commission") on May 5, 1995, the Stockbridge Nominees intend to
consider the acquisition of businesses in the healthcare industry, including
affiliates of Stockbridge. Stockbridge has consistently sought the merger of its
wholly-owned subsidiary, York Hannover Pharmaceuticals, Inc. ("York"), with the
Company. The Board believes that the Stockbridge Group intends to obtain control
of the Board and merge one or more affiliates of Stockbridge with the Company--
all on terms dictated by the Stockbridge Group--and as stated in the Stockbridge
Consent Statement, the Stockbridge Nominees specifically do not intend to adopt
any special policies with regard to conflicts of interest.
The Stockbridge Consent Statement also indicates that the Stockbridge
Group intends to employ Mr. Clarke and/or Mr. Cummings, two members of its
group, as executive officers of the Company. Even though these individuals are
also officers and stockholders of Stockbridge, the Stockbridge Nominees do not
intend to adopt any special policies with regard to conflicts of interest. In
addition, the Stockbridge Nominees intend to relocate the executive offices of
the Company to a facility of a member of the Stockbridge Group in Massachusetts.
The Stockbridge Group affirmatively states in the Stockbridge Consent Statement,
however, that such move would not be submitted to the Company's stockholders for
approval, and again, the Stockbridge Nominees do not intend to adopt any special
policies with regard to conflicts of interest.
The Board believes that the fundamental question posed by the Stockbridge
Group's solicitation is whether allowing the Stockbridge Nominees to obtain
control of the Company's Board of Directors and carry out the Stockbridge Plan
is in the best interests of the Company's stockholders. In the Board's opinion,
the Stockbridge Plan is not in the best interests of the Company's stockholders.
The Stockbridge Nominees intend to establish no safeguards against self-dealing
on the part of the Stockbridge Group, as described above. Furthermore, the
Stockbridge Nominees have little or no experience as officers or directors of
public companies. Consider the following:
. Mr. Cummings, 40, is the Chief Executive Officer of Stockbridge.
Stockbridge has indicated that he would become the Chief Executive
Officer of the Company if the Stockbridge Group's solicitation is
successful. Mr. Cummings' only experience as an officer of a public
company ended after the underwriter of his company's 1992 initial public
offering commenced a proxy fight in 1993 to remove him as an officer and
director.
2
. Mr. Clarke, 39, is the President of Stockbridge. While Mr. Clarke was
Chief Financial Officer of Berkshire Health Systems, a non-profit
healthcare company ("Berkshire"), transfers of over $8.5 million in cash
were made to a chain of nursing homes managed by Berkshire, without the
knowledge of Berkshire's trustees. Such activities resulted in an
investigation of Berkshire by the Massachusetts Attorney General. Mr.
Clarke was placed on a leave of absence by Berkshire's trustees in the
fall of 1991 and left soon thereafter.
. Dr. Evans, the remaining Stockbridge Nominee, apparently has no
experience as an officer or director of a public company.
In contrast, a summary of the extensive business experience and other
qualifications of the incumbent directors whom the Stockbridge Group seeks to
remove is set forth below under "Directors and Officers--Directors."
It is important to note, in determining whether the Stockbridge Plan is
truly in the best interests of the Company's stockholders, that if the
Stockbridge Nominees are elected, the Stockbridge Group intends to request
reimbursement from the Company for its expenses, which are estimated in the
Stockbridge Consent Statement to total approximately $250,000. The Board is
looking out for your best interests, and believes such interests are not
furthered by paying the Stockbridge Group's expenses. Although the members of
the Stockbridge Group are stockholders of the Company, substantially all of
their shares of Common Stock were purchased within the last six months.
Consequently, the interests of the Stockbridge Group may not be aligned with
your best interests. The Board believes that the Stockbridge Group is not
interested in maximizing stockholder value, but rather maximizing the value of
the Company to the Stockbridge Group.
BACKGROUND OF THE CONSENT SOLICITATION
On January 24, 1995, Mr. Clarke met with Mr. Mora, Chairman, Chief
Executive Officer and President of the Company, and proposed that the Board
consider a business combination in which the Company would merge with York, a
wholly-owned subsidiary of Stockbridge. Subsequently, on January 26, 1995, Mr.
Clarke presented a revised version of such proposal to the Board.
By letter dated January 31, 1995, Mr. Mora advised Mr. Clarke that the
Board had reviewed the merger proposal and requested additional information from
Mr. Clarke for purposes of their evaluation of such proposal, including, among
other things, audited financial statements for York and a profile of York's
business, management, products, services and customer base.
On February 9, 1995, the Stockbridge Group filed a Schedule 13D with
the Commission, reporting the Stockbridge Group's ownership of an aggregate of
148,000 shares (approximately 5.0%) of the Common Stock. The Schedule 13D
disclosed that, of the 148,000 shares of Common Stock beneficially owned by the
Stockbridge Group, 146,000 shares had been purchased within three months of the
filing.
On February 15, 1995, Stockbridge and the Company entered into a
confidentiality agreement with respect to information shared between the
parties.
On February 21, 1995, Mr. Clarke submitted to Mr. Mora certain
unaudited summary financial information regarding York, but failed to include
York's audited financials or any of the other information requested in Mr.
Mora's letter dated January 31, 1995. On February 27, 1995, Mr. Mora spoke with
Mr. Clarke and reiterated the Board's desire to review such information in order
to fairly consider Stockbridge's merger proposal.
3
By letter dated March 2, 1995, Mr. Clarke requested to inspect the list of
stockholders of the Company and other related information. By letter dated March
9, 1995, the Company agreed to make available all such information which was in
the possession and control of the Company.
On March 6, 1995, the Board established a special committee (the
"Special Committee") to evaluate Stockbridge's merger proposal and any other
third party proposals which may be received.
On March 8, 1995, Mr. Clarke telephoned Mr. Mora regarding the status
of the Board's review of Stockbridge's merger proposal. Mr. Mora informed Mr.
Clarke that the Board could not properly consider the proposal without the
additional information it had requested. Mr. Mora said that he would send
another request to Mr. Clarke for the desired information. By letter dated March
14, 1995, Mr. Mora again requested the information from Mr. Clarke. As before,
Mr. Clarke failed to respond to such request.
On April 1, 1995, the Board retained Batchelder & Partners, Inc.
("Batchelder"), a financial advisory firm, to assist the Board in evaluating
Stockbridge's merger proposal.
By letter dated April 5, 1995, Mr. Mora reiterated the Board's request
for information and invited Mr. Clarke to meet with the directors at the Board's
April 27, 1995 meeting. Mr. Mora received no response from Mr. Clarke regarding
such invitation.
By letter dated April 6, 1995, Mr. Clarke withdrew Stockbridge's merger
proposal and filed a written consent to remove from the Board three of the five
current directors, and to replace such directors with three persons designated
by the Stockbridge Group.
On April 13, 1995, the Board held a special meeting pursuant to the
Company's bylaws to establish a record date for purposes of the Stockbridge
Group's consent solicitation. The Board set April 21, 1995 as such record date.
On April 27, 1995, Stockbridge commenced litigation in the Court of
Chancery of the State of Delaware in and for New Castle County (the "Delaware
Litigation") against the Company and its current directors, seeking to
preliminarily and permanently enjoin the Company from recognizing certain shares
of Common Stock as validly issued for purposes of voting or exercising rights to
consent. For a more detailed discussion of the Delaware Litigation, see "Certain
Litigation" below.
On May 3, 1995, Batchelder met with Mr. Clarke and Mr. Cummings
regarding Stockbridge's merger proposal. Mr. Clarke informed Batchelder that
Stockbridge was still very interested in pursuing a business combination
involving the Company and York. Batchelder responded that the Board also desired
to engage in further discussions regarding such matter and was hopeful of
receiving the additional information it had previously requested. Mr. Clarke
indicated that Stockbridge would provide all information requested by Batchelder
for purposes of conducting due diligence with respect to Stockbridge's merger
proposal.
On May 15, 1995, after determining that a proper defense against the
claims in the Delaware Litigation would be very costly and that such expense
would not be in the best interests of the Company's stockholders, the Board
entered into a Standstill Agreement and a Settlement Agreement and Release with
Stockbridge, both dated as of May 12, 1995 (collectively, the "Settlement
Agreements"), to enable the parties to continue discussions and receive more
detailed information regarding a potential merger without disadvantaging either
party's position. Pursuant to the Settlement Agreeements, Stockbridge agreed,
among other things, to (i) revoke the consent delivered April 7, 1995, (ii)
suspend its solicitation of consents to remove a majority of the Company's Board
of Directors and (iii) dismiss with prejudice the Delaware Litigation. In
addition, the parties agreed that Stockbridge could pursue a renewed consent
solicitation, with a new record date, following the expiration of the Standstill
Agreement on June 11, 1995, and that such solicitation would not last
4
more than 30 days. For a more detailed discussion of the Settlement Agreements,
see "Certain Litigation" below.
Also on May 15, 1995, pursuant to the Settlement Agreements, Stockbridge
delivered to the Company a written notice indicating its intent to pursue a
renewed consent solicitation (which solicitation could not be commenced until
after June 11, 1995 and last more than 30 days, as described above). Pursuant
to the Settlement Agreements, the Board held a special meeting and established
a record date of May 12, 1995 for purposes of such solicitation.
On May 23, 1995, Batchelder met with Mr. Cummings regarding Stockbridge's
merger proposal and the status of Batchelder's due diligence review. In the
course of such review, Batchelder has had numerous telephone discussions with
Mr. Clarke regarding the business and affairs of Stockbridge and York.
The Board has scheduled a meeting for June 8, 1995 to review Stockbridge's
merger proposal. Stockbridge is invited to attend such meeting, and Batchelder
expects to be available to evaluate the merger proposal from a financial
standpoint. Based on such meeting, the Board expects to determine whether the
proposal appears to be in the best interests of the Company's stockholders, and
accordingly whether to pursue further discussions regarding this matter.
THE CONSENT PROCEDURE
As noted above, the record date for determination of the stockholders
of the Company entitled to execute, withhold or revoke consents relating to the
Stockbridge Plan is May 12, 1995 (the "Record Date"). Under Delaware law,
consents from the holders of record of a majority of the outstanding shares of
Common Stock are necessary to remove three of the five current directors of the
Company and elect the Stockbridge Nominees to the Board of Directors, and such
consents must be delivered to the Company within 60 days of the earliest dated
consent delivered to the Company. Stockbridge and the Company expressly agreed
in the Standstill Agreement, however, that the renewed consent solicitation
would not last more than 30 days. Therefore, with the earliest dated consent
delivered to the Company in connection with the Stockbridge Group's consent
solicitation on June __, 1995, consents may be delivered to the Company on or
before July __, 1995.
As of the Record Date, there were 3,150,838 shares of Common Stock
outstanding and eligible to vote. Each share of Common Stock outstanding is
entitled to one vote on each matter to be voted. In order for the Stockbridge
Group to succeed in its consent solicitation, the unrevoked consents of the
holders of record of a majority of the 3,150,838 shares of Common Stock
outstanding on the Record Date to each of the Stockbridge Group's proposals
must be delivered to the Company on or before July __, 1995.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF THE
COMPANY URGES YOU NOT TO SIGN ANY BLUE CONSENT CARD SENT TO YOU BY THE
STOCKBRIDGE GROUP. IF YOU HAVE ALREADY EXECUTED A CONSENT CARD, YOUR BOARD
URGES YOU TO MARK, SIGN AND DATE THE ENCLOSED WHITE REVOCATION OF CONSENT CARD
AND MAIL IT IN THE POSTAGE-PAID ENVELOPE PROVIDED AS SOON AS POSSIBLE IN ORDER
TO REVOKE ANY AND ALL PRIOR CONSENTS.
Because the record date for consents (and revocations of consent) is
May 12, 1995, the enclosed revocation of consent will apply to shares of Common
Stock held of record on such date. Consents may also be revoked by delivering a
written revocation of consent to the Stockbridge Group. Stockholders are urged,
however, to deliver all revocations of consent to the Company, c/o Georgeson &
Company Inc., P.O. Box 1006, New York, New York 10268-1006. Any stockholder who
so delivers a revocation of consent may restore such consent by executing and
delivering to the Stockbridge Group a consent bearing a later date within the
30-day period referred to above.
5
DIRECTORS AND OFFICERS
DIRECTORS
The following table sets forth certain information with respect to each
director of the Company.
Director
Name Age Position with the Company Since
- ---- --- ------------------------- -----
Eugene J. Mora 59 Chairman of the Board, 1986
Chief Executive Officer,
President and Director
Melvin L. Katten 58 Director 1985
Michael A Robinton 51 Director 1981
George A. Rogers 47 Director 1987
Ben L. Spinelli 61 Director 1995
Eugene J. Mora. Mr. Mora has been Chairman of the Board, Chief Executive
---------------
Officer and President of the Company since joining the Company on March 2, 1987.
He is also Chief Executive Officer of the Company's subsidiaries. Mr. Mora
serves as a director of Washington Scientific Industries, Inc. From July 1974
through February 1987, he was President of Kidde Business Services, Inc. Mr.
Mora has been a director of the Company since October 1986. Mr. Mora's
employment contract with the Company provides that, throughout the term of his
employment, the Company will nominate him as a director and that it will use its
best efforts to have him elected as a director.
Melvin L. Katten. Mr. Katten, an attorney, has been a Senior Partner in
-----------------
the Chicago law firm of Katten Muchin & Zavis since 1974. He has been a director
of the Company since 1985 and is a member of the Audit, Compensation and Stock
Option Committees of the Board. Mr. Katten also serves as a director of
Washington Scientific Industries, Inc.
Michael A. Robinton. Mr. Robinton has been President of Petals, Inc. of
-------------------
Palo Alto, California, a closely-held manufacturing company specializing in
children's apparel, since 1990. From 1979 to 1989, he was Vice President,
Engineering, and a director of Robinton Products, Inc., a closely-held
electronics company located in Sunnyvale, California. He has been a director of
the Company since 1981 and is a member of the Audit, Compensation, Stock Option
and Special Committees.
George A. Rogers. Mr. Rogers has been President and Chief Executive
----------------
Officer of PrideStaff, Inc. (formerly known as American Temporary Services,
Inc.) of Fresno, California, a provider of temporary personnel services, since
1978. He has been a director of the Company since 1987 and is a member of the
Audit, Compensation, Stock Option and Special Committees.
Ben L. Spinelli. Mr. Spinelli is the president of BLS Consulting in West
---------------
Orange, New Jersey, which provides marketing and business services to banks.
From 1974 to 1991, he was with First Fidelity Bank located in Newark, New
Jersey, where he was Executive Vice President prior to retirement. He has been a
director of the Company since January 1995 and is a member of the Audit,
Compensation, Stock Option and Special Committees.
6
CERTAIN COMMITTEES OF THE BOARD
The Company has an Audit Committee, a Compensation Committee, a Stock
Option Committee and a Special Committee. The Audit Committee, currently
comprised of Messrs. Katten, Robinton, Rogers and Spinelli, held one meeting
during the fiscal year ended June 30, 1994. The Audit Committee reviews, in
consultation with the independent auditors, the audit results and their opinion
letter or proposed report of audit and related management letter, if any;
reviews the independence of the independent auditors and, in this connection,
reviews the engagement of the independent auditors for services of a non-audit
nature; consults with the independent auditors and management (together or
separately) on the adequacy of internal accounting controls and reviews the
results thereof; supervises investigations into matters within the scope of the
Committee's duties; and performs such other functions as may be necessary in the
efficient discharge of its duties.
The Compensation Committee, currently comprised of Messrs. Katten,
Robinton, Rogers and Spinelli, held two meetings during the fiscal year ended
June 30, 1994. The Compensation Committee reviews and makes recommendations to
the Board with respect to the compensation of the Company's executive officers.
The Stock Option Committee, currently comprised of Messrs. Katten,
Robinton, Rogers and Spinelli, held three meetings during the fiscal year ended
June 30, 1994. The Stock Option Committee determines all matters relating to the
granting of stock options pursuant to the 1991 Stock Option Plan approved by the
stockholders of the Company at the annual meeting on November 25, 1991.
The Special Committee, currently comprised of Messrs. Robinton, Rogers and
Spinelli, held no meetings during the fiscal year ended June 30, 1994. The
Special Committee was formed in March 1995 to evaluate Stockbridge's merger
proposal and any other third party proposals which may be received.
The Company does not have a Nominating Committee.
ATTENDANCE AT MEETINGS
The Board held four meetings during the fiscal year ended June 30, 1994.
Each director except Mr. Spinelli (who became a director on January 26, 1995)
attended at least 75% of the aggregate of the number of Board meetings held and
the number of meetings of committees on which he served that were held during
the fiscal year ended June 30, 1994.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Commission and each exchange on
which the Company's securities are registered. Officers, directors and greater
than ten percent stockholders are required by Commission regulations to furnish
the Company with copies of all ownership forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain persons that no such forms were required
for those persons, the Company believes that, during the fiscal year ended June
30, 1994, its officers, directors and greater than ten percent stockholders
complied with all applicable Section 16 filing requirements.
7
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive $400 for each
meeting of the Board which they attend. In addition, each director who is not an
employee of the Company is paid an annual retainer of $700 and receives an
annual grant of options to purchase 1,500 shares of Common Stock.
EXECUTIVE OFFICERS
Set forth below is a table identifying executive officers of the Company
who are not identified in the table under the heading "Directors" above.
Name Age Position
- ---- --- --------
Leslie Hodge 41 Secretary and Vice President - Administration
Lori Anderson 34 Treasurer and Controller
Leslie Hodge. Ms. Hodge joined the Company in September 1990 as Director
-------------
of Human Resources for the AMSERV NURSES, INC. subsidiary and was promoted to
Vice President of Human Resources in July 1991. In June 1992, she was named
Vice President - Administration and Secretary of AMSERV HEALTHCARE INC. From
1981 until 1990, she was employed by PS Trading, Inc., a sister subsidiary of
Pacific Southwest Airlines, as Vice President of Administration.
Lori Anderson. Ms. Anderson joined the Company in November 1993 as
-------------
Director of Financial Planning and in December 1994 was promoted to Treasurer
and Controller. From 1990 through 1993, she was employed by TheraTx,
Incorporated, a provider of rehabilitation therapy services, as Accounting
Manager and Controller. Ms. Anderson received her CPA Certificate in 1985 while
working for Vekich, Arkema & Co., Chartered, an independent accounting and
management advisory firm, with whom she was associated from 1984 through 1990.
The Board of Directors elects officers annually and such officers serve at
the discretion of the Board. There are no family relationships among any of the
directors or executive officers of the Company.
SIGNIFICANT EMPLOYEES
Set forth below is a table identifying significant employees of the
Company.
Name Age Position
- ---- --- --------
Kenneth Freeman 58 Regional Manager of AMSERV HEALTHCARE OF NEW
JERSEY, INC.
L. Diane Gurik 45 President, North Central Personnel Division of
AMSERV HEALTHCARE OF OHIO INC.
Kenneth Freeman. Mr. Freeman joined the Company in March 1991 when AMSERV
---------------
HEALTHCARE OF NEW JERSEY, INC. acquired the assets of Always Care of New
Jersey, Inc., a home care company. Mr. Freeman founded Always Care in 1976. He
continues as Regional Manager supervising five offices.
8
L. Diane Gurik. Ms. Gurik joined the Company in June l994 in
--------------
conjunction with the acquisition of the assets of North Central Personnel, Inc.
("NCP") by AMSERV HEALTHCARE OF OHIO INC. ("AHO"). Ms. Gurik founded NCP, a home
care company, in 1983. She continues as the President of the NCP division of
AHO.
RELATED TRANSACTIONS
Melvin L. Katten is a partner in the Chicago law firm of Katten Muchin &
Zavis to which the Company incurred fees of $39,272 for certain legal services
during the fiscal year ended June 30, 1994, and $20,996 for the fiscal year
ended June 30, 1993.
On July 21, 1992, the Company acquired MED-PRO, INC. Pursuant to the terms
of the acquisition, an interest-bearing loan of $100,000 was made to the seller,
John Parker. In lieu of repayment of the loan, Mr. Parker entered into a two-
year Consulting Agreement with the Company.
On June 10, 1994, the Company, through its wholly owned subsidiary AHO,
acquired substantially all of the assets and property of NCP. The acquisition
was accounted for as a purchase with an aggregate purchase price of
$1,553,835. The Company paid $553,835 of the purchase price in cash, and the
balance of $1,000,000 was financed by a promissory note payable to the seller.
Pursuant to a stock purchase agreement between the Company and NCP dated as of
April 7,1995 (the "Stock Purchase Agreement"), the remaining balance on such
promissory note ($833,334) was exchanged for 426,794 shares of Class A
Redeemable Preferred Stock, par value $.01 per share ("Preferred Stock"), of the
Company. See "Certain Litigation" for a discussion of modifications to the
voting rights of the Preferred Stock pursuant to the Settlement Agreements. The
final purchase price is contingent on an earnout and will be equal to the
operating income of NCP for the three year period ending May 28, 1997. Pursuant
to the Stock Purchase Agreement, such price may not be less than $1,600,000 nor
more than $2,000,000.
EXECUTIVE COMPENSATION
The following table provides information with respect to all compensation
paid by the Company during the fiscal years ended June 30, 1994, June 30, 1993
and June 30, 1992, to the Chief Executive Officer and the only other executive
officer who had compensation (combined salary and bonus) in excess of $100,000
(collectively, the "Named Officers").
SUMMARY COMPENSATION TABLE
Long-Term
Compensa-
tion
Annual Compensation Awards
----------------------------- ---------
Other Securities
Annual Underlying All Other
Name and Salary Bonus Compen- Options Compen-
Principal Position Year ($) ($) sation($) ($) sation($)
------------------ ---- ------ ----- --------- ---------- ---------
Eugene J. Mora 1994 298,000 - - - 2,325(1)
Chairman, President and 1993 298,000 - - - 3,342
Chief Executive Officer 1992 298,000 60,000 - 12,500 2,119
George L. Cocozza, Jr. (2) 1994 165,000 - - - 1,800(1)
Executive Vice President 1993 165.000 - 11,700 40,000 27,355
1992 165,672 15,000 - - 2,119
- --------------------
9
(1) Company contributions to 401(k) Plan.
(2) No longer employed as of October 1994.
The following table provides information regarding the Named Officers'
unexercised options at June 30, 1994. No options were exercised by any Named
Officer and none of the unexercised options is an "in-the-Money" option. No
grants of stock options or stock appreciation rights were granted to the Named
Officers during fiscal 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of Securities Underlying
Unexercised Options at Fiscal Year End (#)
--------------------------------------------
Name Exercisable Unexercisable
---- ----------- -------------
Eugene J. Mora 353,062(1) 0
George L. Cocozza, Jr.(2) 79,125(2) 20,000
- ----------
(1) On April 20, 1995, Mr. Mora exercised stock options to acquire 177,562
shares of Common Stock with personal funds and a Company promissory note
in the original principal amount of $198,440. The promissory note is
secured by 177,562 shares of Common Stock owned by Mr. Mora, bears
interest at a rate of 10% per annum and matures in April 2000. Such
exercise reduced the number of securities underlying Mr. Mora's
unexercised options to 175,500 as of such date.
(2) No longer employed as of October 1994. All options expired in November
1994 unexercised.
EMPLOYMENT AGREEMENTS
Pursuant to a Consulting Agreement between Eugene Mora and the Company,
Mr. Mora will be retained as a consultant to the Company for the two years
immediately following termination of his employment for which he will receive
$129,200 per year in compensation. Pursuant to a resolution approved by the
Board of Directors, Mr. Mora's health insurance coverage will be maintained by
the Company following his retirement. Pursuant to an Employment Agreement, which
continues until terminated upon thirty days written notice, if Mr. Mora is
terminated without cause or not re-elected as a director, the Company shall pay
to Mr. Mora the compensation he earned in the final year of his employment in
each of the immediately following five years and shall transfer to Mr. Mora any
individual life insurance policies owned by the Company. The Employment
Agreement includes covenants which restrict Mr. Mora from certain business
activities following termination of employment, for a period of one year.
Pursuant to an Employment Agreement between George Cocozza and the
Company, Mr. Cocozza's employment was terminated in October 1994. He will
receive his annual base salary in effect on the date of termination for a period
ending the earlier of (i) twelve months or (ii) until such time as he enters
into full-time employment or self-employment. The Employment Agreement also
includes covenants, applicable at the sole discretion of the Company, that
restrict Mr. Cocozza from certain business activities following termination of
employment, for a period of one year.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth, as of June 1, 1995, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to
10
own beneficially more than five percent of the Common Stock, (ii) each director,
(iii) each of the Named Officers and (iv) all Of the directors and executive
officers of the Company as a group.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1)(2) Percent of Class
- ------------------- -------------------------- ----------------
Eugene J. Mora 544,527 16.4%
3252 Holiday Court, Suite 204
La Jolla, California 92037
John Parker 224,000 7.0
5306 La Jolla Mesa Drive
San Diego, California 92109
Stockbridge Investment Partners, Inc. 180,000(3) 5.7
2 South Street, Suite 360
Pittsfield, Massachusetts 01201
Melvin L. Katten 140,522 4.4
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
Michael A. Robinton 119,263(4) 3.8
969 Commercial Street
Palo Alto, California 94303
George A. Rogers 8,489 0.3
6780 N. West Avenue, Suite 103
Fresno, California 93711
George L. Cocozza, Jr. 1,102 -
10930 East Bella Vista
Scottsdale, Arizona 85259
Ben L. Spinelli - -
2-E Buckingham Road
West Orange, New Jersey 07052
All Directors and Executive 822,801 24.6
Officers As a Group (7 persons)
- ----------
(1) Unless otherwise indicated below, the persons in the above table have
sole voting and investment control with respect to all shares shown as
beneficially owned by them.
(2) Includes the following shares of Common Stock which may be acquired
within 60 days of June 1,1995 through the exercise of nonqualified stock
options ("Option Shares"): Eugene J. Mora--175,500 Option Shares; John
Parker--30,000 Option Shares; Melvin L, Katten--8,490 Option Shares;
Michael A. Robinton--8,490 Option Shares; George A. Rogers--6,836
Option Shares; and all directors and executive officers as a group--
200,566 Option Shares.
(3) Includes 3,000 shares of Common Stock held by Lenox Healthcare, Inc. and
24,800 shares (including the 3,000 Lenox shares) of Common Stock held
individually by Thomas M. Clarke, which were reported on Amendment No. 4
to a joint Schedule 13D dated May 15,1995. According to the Schedule
13D, Stockbridge Investment Partners, Inc. has shared voting and
dispositive power over 155,200 shares, Lenox Healthcare, Inc. has shared
voting and dispositive power over 3,000 shares, Mr. Clarke has sole
voting and dispositive power over 24,800 shares and shared voting and
dispositive power over 155,200 shares, and Lawrence B. Cummings has
shared voting and dispositive power over 155,200 shares.
(4) Does not include 4,410 shares of Common Stock held by Mr. Robinton as
custodian for a minor child, as to which shares he disclaims beneficial
ownership.
11
SOLICITATION OF REVOCATIONS
COST AND METHOD
The cost of the solicitation of revocations of consent will be borne by
the Company. The Company estimates that the total expenditures relating to such
solicitation (other than salaries and wages of officers and employees, but
including costs of litigation related to the solicitation) will be approximately
$500,000, of which approximately $100,000 has been spent to date. In addition to
solicitation by mail, directors, officers and other employees of the Company
may, without additional compensation, solicit revocations in person or by
telecommunication. The Company has retained Georgeson & Company Inc.,
professional proxy solicitors, at a fee estimated not to exceed $50,000 plus
reasonable out-of-pocket expenses, to assist in the solicitation of revocations.
Approximately 40 persons will be utilized by such firm in its solicitation
efforts. The Company will reimburse brokerage houses, banks, custodians and
other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding
the Company's consent revocation materials to, and obtaining instructions
relating to such materials from, beneficial owners of shares of Common Stock.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Commission, each of the directors of
the Company is deemed to be a "participant" in the Company's solicitation of
revocations of consent. The business address of Mr. Mora is 3252 Holiday Court,
Suite 204, La Jolla, California 92037. The business address of Mr. Katten is 525
West Monroe Street, Suite 1600, Chicago, Illinois 60661. The business address of
Mr. Robinton is 969 Commercial Street, Palo Alto, California 94303. The business
address of Mr. Rogers is 6780 N. West Avenue, Suite 103, Fresno, California
93711. The business address of Mr. Spinelli is 2-E Buckingham Road, West Orange,
New Jersey 07052.
SHARE TRANSACTIONS BY PARTICIPANTS; OTHER CONTRACTS, ARRANGEMENTS AND
UNDERSTANDINGS
Purchases and Sales of Shares
The following table sets forth all purchases and sales of the Company's
securities during the past two years by Eugene J. Mora, the only participant
referred to above who engaged in any share transactions during such period:
12
Number of Date of
Shares Purchased Purchase
or (Sold) or Sale
--------- -------
5,390 02/11/94
2,000 02/15/94
7,000 02/25/94
2,000 03/08/94
8,000 03/11/94
5,000 03/16/94
4,000 03/24/94
8,000 03/25/94
7,000 06/16/94
4,000 06/17/94
13,000 08/30/94
10,000 08/31/94
15,000 11/11/94
1,000 11/12/94
10,000 11/15/94
5,000 11/18/94
10,000 11/29/94
6,000 12/01/94
15,000 12/02/94
1,200 12/05/94
100 12/06/94
3,900 12/07/94
11,000 12/13/94
1,000 12/15/94
400 12/19/94
67,562(1) 04/18/95
200 04/18/95
1,000 04/19/95
110,000(1) 04/20/95
2,200 04/21/95
-------
335,952
=======
- ----------
(1) The 67,562 shares and 110,000 shares of Common Stock were purchased
through the exercise of stock options pursuant to a stock option plan,
with personal funds in the aggregate amount of $156,097 and a Company
promissory note in the original principal amount of $198,440. The
promissory note is secured by the 177,562 shares of Common Stock, bears
interest at a rate of 10% per annum and matures in April 2000.
Other Contracts, Arrangements and Understandings with Participants
Except as set forth in this statement, (i) no participant referred to
above is, or was within the past year, a party to any contract, arrangement or
understanding with any person with respect to any shares of Common Stock and
(ii) neither any of the participants referred to above nor any of their
respective associates has any arrangement or understanding with any person with
respect to any future employment by the Company or its affiliates, or with
respect to any future transaction as to which the Company or any of its
affiliates will or may be a party.
13
CERTAIN LITIGATION
On April 27, 1995, Stockbridge commenced litigation in the Court of
Chancery of the State of Delaware in and for New Castle County (the "Delaware
Litigation") against the Company and its current directors, Melvin L. Katten,
Eugene J. Mora, Michael A. Robinton, George A. Rogers and Ben L. Spinelli,
seeking an order rescinding the transactions by which the Company exchanged a
promissory note held by NCP for 426,794 shares of Preferred Stock and financed
the exercise by Mr. Mora of stock options to acquire 177,562 shares of Common
Stock, and preliminarily and permanently enjoining the Company from recognizing
such stock, as well as any stock issued in connection with a letter of intent
referred to in the Company's April 13, 1995 press release, as validly issued for
purposes of voting or exercising rights to consent.
Following settlement discussions between Stockbridge and the Company, the
parties entered into a Standstill Agreement and a Settlement Agreement and
Release, both dated as of May 12,1995 (collectively, the "Settlement
Agreements"), pursuant to which Stockbridge agreed, among other things, to (i)
revoke the consent delivered April 7, 1995, (ii) suspend its solicitation of
consents to remove a majority of the Company's Board of Directors and (iii)
dismiss with prejudice the Delaware Litigation. Under the Standstill Agreement,
which expires on June 11,1995 unless earlier terminated in accordance with its
terms, Stockbridge and the Company agreed to continue good faith discussions and
receive more detailed information regarding a potential business combination
involving the Company and York. In addition, the parties further agreed that
solely for purposes of the Stockbridge Group's renewed consent solicitation,
the shares of Preferred Stock will have no voting rights and will not be deemed
as outstanding voting securities. In addition, a voting agreement between the
Company and NCP with respect to the shares of Preferred Stock and a related
irrevocable proxy were rescinded.
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 1995
annual meeting of stockholders must be received by the Company by July 31, 1995
for inclusion in the Company proxy statement and proxy relating to that meeting.
IMPORTANT
If your shares of Common Stock are held in "street-name," only your broker
or bank can issue a revocation on your behalf and only upon receipt of your
specific instructions. Please contact the person responsible for your account
and direct that individual to submit a WHITE revocation card on your behalf. If
you have any questions or need further assistance, please call our proxy
solicitors, Georgeson & Company Inc., toll-free at (800) 223-2064.
By order of the Board of Directors
Leslie Hodge
Secretary
June , 1995
14
PRELIMINARY COPY--JUNE 2, 1995
REVOCATION OF CONSENT
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMSERV HEALTHCARE INC.
Revocation of any and all consents heretofore executed with respect to the
matters set forth herein, as described in the statement enclosed herewith.
THE BOARD OF DIRECTORS RECOMMENDS A "REVOKE CONSENT."
YOUR REVOCATION OF CONSENT IS IMPORTANT. PLEASE INDICATE YOUR SUPPORT FOR THE
BOARD OF DIRECTORS BY MARKING, SIGNING, DATING AND MAILING THIS CARD TODAY IN
THE ENCLOSED ENVELOPE. IF NOT OTHERWISE MARKED, THIS REVOCATION OF CONSENT
REVOKES ALL PREVIOUS CONSENTS.
1. Removal of the following incumbent directors of the Company: Eugene J.
Mora, George A. Rogers and Ben L. Spinelli.
[_] REVOKE CONSENT (EXCEPT AS MARKED TO THE CONTRARY) [_] ABSTAIN
[_] DO NOT REVOKE CONSENT
(Instruction: to withhold revocation of consent as to any individual director,
write that director's name on the following line.)
-----------------------------------------------------------
2. Election of the following three nominees of Stockbridge Investment
Partners, Inc. to fill the three newly created vacancies: Thomas M. Clarke,
Lawrence B. Cummings and Stanley J. Evans.
[_] REVOKE CONSENT (EXCEPT AS MARKED TO THE CONTRARY) [_] ABSTAIN
[_] DO NOT REVOKE CONSENT
(Instruction: to withhold revocation of consent as to any individual nominee,
write that nominee's name on the following line.)
-----------------------------------------------------------
Dated: , 1995
------------------------------
-------------------------------------------
(Signature)
-------------------------------------------
(Signature if jointly held)
Title:
-------------------------------------
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as an attorney,
executor, administrator, trustee or guardian,
give full title as such. If a corporation,
sign in full corporate name by president or
other authorized officer. If a partnership,
sign in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY IN THE POSTAGE-PAID ENVELOPE ENCLOSED.