SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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Commission File Number 1-9972
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Hooper Holmes, Inc.
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(Exact name of Registrant as specified in its charter)
New York 22-1659359
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
170 Mt. Airy Road, Basking Ridge, N.J. 07920
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 766-5000
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock ($0.04 Par Value) American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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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. [X]
Based on the closing sales price of February 9, 1996 the aggregate market value
of the voting stock held by non affiliates of Registrant was $48,383,883.
The number of shares outstanding of the Registrant's common stock, $.04 par
value was 6,712,144 at February 9,1996.
Certain information contained in the Company's 1995 Annual Report to
Shareholders and its Proxy Statement in connection with its 1996 Annual Meeting
of Shareholders is incorporated by reference into Parts I, II and III of this
Form 10-K.
FORM 10K
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PART 1
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ITEM 1. BUSINESS
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GENERAL
The Company was founded in 1899 to provide business information reports to
the insurance industry. During its first 70 years, the Company established a
nationwide network of branch offices through which it successfully developed
relationships with most of the leading insurance companies in the United States.
In the early 1970's, to meet the increasingly sophisticated needs of its
insurance industry clients, the Company began using nurses and other skilled
professionals to provide physical examinations and health profiles for persons
applying for life and health insurance. By the early 1980's, the Company had
developed an extensive branch office network and had gained experience in
providing health-related services. These factors, coupled with favorable
demographic and health care cost containment trends, led the Company to expand
into the health care field by providing home health care services to
individuals, and nurses and other personnel for supplemental staffing to health
care facilities. To focus on its growing health information examination services
and health care operations, the Company sold most of its original business
information operation in 1988, sold its direct marketing services business in
1992, and sold the majority of its facilities for servicing medically fragile-
children in 1994. In 1995, the Company sold its Nurse's House Call home
healthcare segment and, as part of that transaction, acquired a major competitor
in the health information segment, American Service Bureau, Inc., d/b/a ASB
Meditest ("ASB Meditest") of Framingham, Mass.
Today, the Company is nationally recognized as the largest provider of
health information services through a network of 200 branch offices in 50
states. Through its health information alternate site operations the Company
provides medical and paramedical examinations (which typically involve taking a
medical history, recording physical information and obtaining specimens) and
related services to life and health insurance companies.
BUSINESS STRATEGY
Management believes that the Company is well positioned to continue to
capitalize on several favorable trends currently affecting the health
information, alternate site industry.
The health information alternate site services business which provide
specialty underwriting information services to the country's life and health
insurance industry, continues to show trends which indicate an increase in life
and health insurance underwriting volume, stricter underwriting standards for
life and health insurance and a basic consolidation of health information
companies serving the industry.
The Company's commitment to automation has placed it in the position of
being a leading nationwide automated provider of health information services.
Electronic transmission of ECG results coupled with our existing electronic exam
capability is but one example of strides made in 1995. It is management's
objective to expand the Company's capabilities to provide additional database
services to the insurance industry.
Over the past several years, the Company's health information services have
grown through internal development of branch offices and acquisitions of
strategically located similar businesses. The acquisition of ASB Meditest in
1995 ratifies management's intentions to continue to expand its health
information services business through internal growth and strategic
acquisitions.
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The Company's ongoing strategy is to combine these positive industry
trends, increased market presence, entrance into the managed care health
information market and our superior technology to become the leading health
information services provider in the life and health insurance industry.
HEALTH INFORMATION SERVICES
INDUSTRY OVERVIEW
Management believes that continued growth in the health information
business results from an increase in the number of medical and paramedical
examinations and from additional testing procedures and new services required by
insurance companies, and that several important trends in the insurance industry
point to increased demand for the Company's health information services:
Stricter Underwriting Standards. Life and health insurance companies
continue to lower the thresholds of insurance coverage requiring pre-insurance
examinations, due in part to growing concern over substance abuse, AIDS and
other illnesses and the improved ability to identify AIDS and other life-
threatening diseases through laboratory testing. As technological advances
enable home detection of additional risks, the Company anticipates an increased
demand for such procedures as part of the examination process.
Consolidation. To improve quality control and reduce administrative costs,
life and health insurance companies are reducing the number of health
information providers approved for use by local agents. Management believes that
the Company has benefited and will continue to benefit from these consolidation
efforts because of its reputation for providing prompt, high quality service and
its well established relationships with most of the major insurance companies at
both national and local levels. The acquisition of ASB Meditest in 1995 and its
resources has further enhanced both our abilities and standing among our client
base.
Restructuring. Costs and competitive pressures are forcing many of our
clients in the life and health industry to change their methods of doing
business. Procedures for completing applications, processing and even the
underwriting of many risks are being outsourced from what were traditionally in-
house operations to more efficient, cost effective third parties. This area is
our fastest growing segment of new services.
The Company believes that it is well positioned to capitalize on these
trends for several reasons. The Company's network of highly automated branch
offices enables it to provide services nationwide in most urban and rural
locations. On-site branch office management is accountable for local operations
which enhances the Company's ability to establish and maintain relationships
with local insurance agents. The September 1993 acquisition of Lifedata Medical
Services, Inc., a company with a large number of rural examiners, solidified
this long term objective. The 1995 acquisition of ASB Meditest added another 70
offices rounding our total nationwide to 200. Also, the Company is committed to
providing superior quality service and has established and implemented a strict
set of quality assurance standards. Because the Company owns the majority of its
branch offices and does not rely on franchisees to provide medical and
paramedical examinations, it is able to maintain consistent enforcement of these
Company-wide standards. Finally, the Company provides accurate and complete
examination results to insurance clients, in most cases within three to five
days of receiving the initial request for an examination. The Company's ability
to process examinations rapidly is due, in part, to the proximity of its branch
offices to the homes and workplaces of insurance applicants, ongoing
improvements in data processing and management information systems, and the use
of medically trained personnel who promptly evaluate insurance applicants and
efficiently process examination results. The Company has increased resources in
its quality assurance review system in an effort to make the quality of its
health information services among the best in the life and health insurance
industry.
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SERVICES
Portamedic(R) -- Medical and Paramedical Examinations
Management believes that the Company is the leader of four leading national
providers of medical and paramedical examinations for applicants seeking
insurance coverage from life and health insurers. Examinations are provided
nationwide under the Portamedic and ASB/Meditest trade names through 200 branch
offices in 50 states. During 1995, The Company performed over 1.6 million
paramedical examinations, covering all 50 states, Guam and Puerto Rico.
Each branch office is staffed with a branch manager, who is responsible for
local business development and general oversight of the local health information
operation, and a support staff who are responsible for coordinating examination
and reporting procedures. Each branch office typically uses full-time and part-
time employees, and contract personnel to perform examinations, including
registered nurses, licensed practical nurses, physicians, and medical and
paramedical technicians. The Company's examiners provide examinations at the
request of insurance agents at times and locations convenient to applicants,
including the applicants' home or place of business. Each office is automated
via a personal computer network using Novell networking software. The
application software is written and maintained by in-house personnel. The
Company acquired 27 "contract affiliates" with the acquisition of ASB Meditest
which we feel complements our own branch network in many geographical areas.
Since almost all of the Company's examiners are nurses and other medically
trained professionals, the Company is able to provide its clients with a full
range of medical and paramedical examination services. These services primarily
involve recording an applicant's medical history, height and weight, measuring
blood pressure and collecting and testing urine specimens. In addition,
examiners increasingly perform more sophisticated procedures requested by
insurance underwriters, including electro-cardiograms, lung capacity
measurements and blood sample collections which are sent to independent
laboratories for testing for AIDS and other life-threatening diseases. Written
reports of examination results are provided to insurance clients typically
within three to five days of the initial request for an examination.
Prudential Insurance Company of America continues to be a major customer
but due to overall revenue growth, fell below 10% of revenues for 1995. In 1994
and 1993 however, Prudential provided 12% and 15% of total revenues
respectively.
Infolink(TM) Services Group
Under the Infolink name, the Company offers comprehensive life and health
inspection reports and Attending Physician Statements to its insurance clients.
During 1995, the Company provided over 342,000 Infolink reports. The
ASB/Meditest acquisition had a substantial complimentary operation in Chicago
and we expect to grow this division. These reports, available in varying degrees
of detail pursuant to a client's request, assist insurance underwriters in
developing a more comprehensive profile of an insurance applicant. A life and
health inspection report includes information relating to an insurance
applicant's lifestyle, employment history and financial status. A member of the
branch office staff prepares the Infolink report primarily based upon telephone
interviews with the applicant, his or her employer, his or her business and
personal associates, and electronically transmits the report to the insurance
underwriter. An Attending Physician Statement provides details of an applicant's
medical history and is obtained, with the insurance applicant's consent, from
notes and records maintained by the physician responsible for administering
treatment. Management expects that Infolink reports will become increasingly
important to insurance underwriters as insurance companies continue to tighten
underwriting standards.
The Company is a leader in applying computerized technology to provide
health information to the life and health industry. One new development recently
introduced into the Company's health information branch offices is an automated
pen-based laptop computer that permits the immediate input of data into the
Company's
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computer network by examiners at the examination site. Management intends to
continue to integrate computer technology into its health information services
business to provide additional data needed by insurance companies to make
underwriting decisions. More recently we have added the ability to complete and
transmit ECG's in the same fashion.
From time to time, the Company performs other services such as wellness
health screening for corporations and other organizations outside of the
insurance industry. These other services presently do not constitute a
significant portion of the Company's health information business.
Total Company revenues follow:
--------- 1995 ------- ------- 1994 --------
% of % of
Amount Total Revenues Amount Total Revenue
------ -------------- ------ -------------
Portamedic $100.4 90.2% $83.3 90.1%
Infolink 10.9 9.8% 9.2 9.9%
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$111.3 $92.5
QUALITY ASSURANCE AND TRAINING
The quality and reputation of personnel and operations are critical to the
continued success of the Company's business. Management believes that its
insurance clients view the Company as a leader in terms of overall quality of
services. The Company's commitment to the highest quality standards is supported
by its quality assurance and training program.
In 1995 the Company completed the ability to monitor all health services
via an automated statistical quality control program. As a result of this
advanced capability, it has greater control over the quality of services
performed. At the branch office level, local management is accountable for
maintaining quality controls. In each branch office, examiners receive training
in proper examination procedures and reporting requirements. Quality assurance
specialists monitor examiner's performance through detailed analyses of
examinations, provide examiners with periodic evaluations and conduct regular
audits of branch office quality controls to assist examiners and branch managers
in continually improving the quality of services performed.
At the corporate headquarters level, quality assurance personnel use a
comprehensive management information system to compile and review Company-wide
information regarding the accuracy and timeliness of examinations and reports.
These personnel regularly evaluate the Company's examination procedures and
communicate with insurance company clients to address any specific examination
results and, where appropriate, suggest revisions to improve the format of
clients' examination procedures and reports.
MARKETING AND SALES
The Company markets Portamedic and Infolink health information services on
a national level through seven full-time sales representatives who call on
senior underwriting executives at the home offices of insurance companies. The
Company serves approximately 900 active life and health underwriting clients,
including their extensive network of agency, district, and brokerage offices.
National sales representatives promote the Company's consistently high quality
of service and rapid response time to examination requests and are responsible
for maintaining the Company's position on each insurance company's approved list
of examination providers. The Company regularly attends and occasionally
sponsors client conferences to provide national sales representatives with
opportunities to further develop key relationships.
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At the local level, branch managers, and in certain offices, additional
marketing personnel, market the Company's services directly to the local
insurance agents and local managers, who have the authority to select
examination providers from the list approved by the insurance companies' home
offices. These local marketing efforts highlight the quality of the Company's
examiners and the speed and accuracy of its services, including the ability of
each branch to quickly ascertain the status of each service request through the
Company's automated branch management information system.
The Company has developed a comprehensive automated branch management
information system which is now "on-line" in all branch offices. A key benefit
of the system is that it permits each branch office to instantly and regularly
monitor the status of a particular examination request, which results in more
responsive client service. The Company has been making its "status" information
available to its clients on a dial in electronic basis. Management believes that
the Company was the first in the industry to offer this improved service. The
system also enables personnel at the Company's corporate headquarters to compile
company-wide information regarding quality assurance standards as well as other
administrative and accounting information
COMPETITION
The health information business is highly competitive, and certain of the
Company's competitors in this business have greater resources than the Company,
and offer services not offered by the Company or offer similar services at
prices lower than those charged by the Company.
Management believes that the Company is the leader of four firms operating
nationally to provide health information services to insurance companies. A
large, though decreasing number of regional and local firms also offer these
services. In management's opinion, the principal competitive factors in the
health information services market are speed of response, delivery of complete
and accurate information, and price. Most recently, technolgical capabilities
have taken the forefront in our clients needs. The Company, through its
nationwide branch office network and highly qualified examiners, provides
accurate and reliable health information reports at competitive prices to its
insurance clients promptly, and generally within three to five days of receiving
a request for an examination.
PERSONNEL
At December 31, 1995, the Company employed approximately 1,050 full-time
and 2,800 part-time employees, none of whom is represented by a collective
bargaining agreement. The Company also contracts with over 11,900 medically
trained examiners. The Company's ability to recruit skilled personnel is
essential to its continued growth and success. Management attributes the
Company's success in recruiting skilled personnel in its health information
business to the flexible work schedules and varied work assignments it offers to
its examiners. Management believes that these factors will enable the Company to
continue to attract and retain qualified personnel.
REGULATION
Various aspects of the Company's business are regulated by the federal
government and the states in which the Company currently operates. The Company's
discontinued Nurse's House Call business was regulated by both the federal and
state governments. See also Item 3, Legal Proceedings.
Although the Company has been able to comply with applicable regulations to
date, there can be no assurance that it will continue to be able to comply with
specific requirements of certain states. States periodically change the
regulations and licensing requirements that apply to the Company. If such
changes occur, or if the Company expands its operations into new jurisdictions
or services, there can be no assurance that the Company will be able to comply
with regulations and licensing requirements, although the Company will be
required to do so before providing service.
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Management is not aware of any pending federal or state environmental laws
or regulations that would have a material adverse effect on the Company's
business or competitive position or that would require material capital
expenditures on the part of the Company to effect compliance.
INSURANCE AND LITIGATION
The Company's health-information business involves a minimal risk of
liability. To date, claims made against the Company arising in the course of
providing health information services have not resulted in any material
liability to the Company. The Company carries liability insurance in coverage
amounts that management believes are customary in its business and sufficient to
cover most claims. There can be no assurance, however, that such coverage will
be sufficient to cover claims made against the Company, that adequate insurance
coverage will continue to be available to the Company in the future, or that
insurance coverage will be available on terms favorable to the Company. The
Company's insurance coverage includes occurrence-based medical professional
liability insurance and claims-made non-medical professional liability
insurance, a property insurance policy, a general liability policy, and an
umbrella insurance policy.
The Company is a party to a number of legal actions arising in the ordinary
course of business, none of which, in management's view, will have a material
adverse effect on the Company.
ITEM 2. PROPERTIES
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The Company owns a five-building complex located at 170 Mt. Airy Road,
Basking Ridge, New Jersey. Of approximately 53,000 total square feet of office
space, the Company maintains its operations in approximately 41,000 square feet
and the balance is leased or available for lease to several tenants. Management
believes that this arrangement provides for the Company's foreseeable expansion
needs.
The Company leases its branch offices under a number of operating leases
with varying terms and expirations. See Note 6 to the Company's Consolidated
Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
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On December 29, 1995, the Company settled a lawsuit filed by Nancy Diller,
a former Executive Vice President of the Company. The settlement agreement
provided for among other things, a cash payment to Ms. Diller in an amount that
management believes did not have a material adverse impact on the Company or the
results of its operations.
On April 4, 1995, the Company was served with a Civil Investigative Demand
("CID") by the United States Department of Justice (the "DOJ"). The CID relates
to an investigation by the DOJ of "allegations that Hooper Holmes, Inc.'s
Nurse's House Call division, and specifically its Columbus, Ohio office,
falsified records and submitted false claims for reimbursement under Medicare
and/or Medicaid." The CID required the Company to provide documents and answers
to interrogatories to the DOJ. The Company is cooperating with the DOJ to
resolve this matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted to a vote of securities holders during the fourth
quarter of the fiscal year covered by this report.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- ------- MATTERS
The common equity and related shareholder information presented under the
caption "Quarterly Common Stock Price Ranges and Dividends" and "Shareholder
Information -- Stock Listing" is incorporated by reference from the Company's
1995 Annual Report to Shareholders which is Exhibit 13 to this report. As of
February 9, 1996, there were 667 shareholders of record.
ITEM 6. SELECTED FINANCIAL DATA
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The financial data included under the caption "Selected Financial Data" is
incorporated by reference from the Company's 1995 Annual Report to Shareholders
which is Exhibit 13 to this report.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND REUSLTS
- ------- OF OPERATIONS
The discussion included under the caption "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" is incorporated by
reference from the Company's 1995 Annual Report to Shareholders which is Exhibit
13 to this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Financial statements and supplementary data are incorporated by reference
from the Company's 1995 Annual Report to Shareholders which is Exhibit 13 to
this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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Information contained under the captions "Nominees for Directors",
"Directors Continuing in Office" and "Executive Officers" in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on May 22,
1996 is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
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Information contained under the captions "Compensation of Executive
Officers," "Compensation of Directors", "Option Grants in Last Fiscal Year",
"Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values", "Report of the Executive Compensation Committee" and "Employment
Contracts and Change-in-Control Arrangements" in the Company's Proxy Statement
for the Annual Meeting of Shareholders to be held on May 22, 1996 is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Information contained under the caption "Stock Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement for the
Annual Meeting of shareholders to be held on May
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22, 1996 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Information contained under the caption "Certain Relationships and Related
Transactions" in the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 22, 1996 is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) (1) The following financial statements and independent auditors'
report are included in the Registrant's 1995 Annual Report to
Shareholders and incorporated herein by reference.
Independent Auditors' Report
Consolidated Balance Sheets --
December 31, 1995 and 1994
Consolidated Statements of Operations --
Years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity --
Years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows --
Years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(2) The following financial statement schedules and auditors' report
are submitted herewith:
Independent Auditors' Report
Schedule II -- Valuation and Qualifying Accounts --
Years ended December 31, 1995, 1994 and 1993
All other schedules are omitted because they are not required,
inapplicable, or the information is otherwise shown in the
financial statements or notes thereto.
(3) Exhibits included herein
EXHIBIT PAGE
3.1 Restated Articles of Incorporation of --
Hooper Holmes, Inc., as amended (1)
3.2 Bylaws of Hooper Holmes, Inc., as amended(2) --
4.1 Amended and Restated Rights Plan Agreement --
between Hooper Holmes, Inc. and Midlantic
National Bank (3)
10.1 Mortgage and Mortgage Modification Agreement --
between Hooper Holmes, Inc. and First Fidelity
Bank, N.A., New Jersey (4)
_______________________
(1) Incorporated by reference to Exhibit 3.1 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
(2) Incorporated by reference to Exhibit 3.2 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993.
(3) Incorporated by reference to Exhibit 4(a) of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1991.
(4) Incorporated by reference to Exhibit 10.2 of the Company's Annual
Report on Form 10-K
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for the fiscal year ended December 31, 1992
EXHIBIT PAGE
10.2 Amended Employee Retention Agreement by and between --
Hooper Holmes, Inc., and James M. McNamee (5)
10.3 Form of Indemnification Agreement (6) --
10.4 Hooper Holmes, Inc. Nonqualified Stock --
Option Plan (7)
10.5 First Amendment to Hooper Holmes, Inc. --
Nonqualified Stock Option Plan (8)
10.6 CEO Stock Award & Bonus Plan, 1990 - 1994 (9) --
10.7 Hooper Holmes, Inc. 1992 Stock Option Plan --
as amended (10)
10.8 Employee Stock Purchase Plan (1993) of Hooper --
Holmes, Inc. (11)
10.9 Hooper Holmes, Inc. 1994 Stock Option Plan (12) --
10.10 Credit Agreement between Hooper Holmes, Inc.
and First Fidelity Bank, N.A .
10.11 Agreement of Acquisition between Hooper Holmes, Inc. --
and Olsten Corporation (13)
10.12 Escrow Agreement between Hooper Holmes, Inc. --
and Olsten Corporation (14)
10.13 Accounts Receivable Collection Agreement between --
Hooper Holmes, Inc. and Olsten Corporation (15)
13 Annual Report to security holders
21 Subsidiaries of Hooper Holmes, Inc.
23 Consent of KPMG Peat Marwick LLP
24 Power of attorney
27 Financial Data Schedule
_____________________
(5) Incorporated by reference to Exhibit 10.3 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990.
(6) Incorporated by reference to Exhibit 10.4 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990.
(7) Incorporated by reference to Exhibit 10.5 of the Company's Annual
Report on Form 10-K or the fiscal quarter ended December 31, 1990.
(8) Incorporated by reference to Exhibit 10.9 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
(9) Incorporated by reference to Exhibit 10.7 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991.
(10) Incorporated by reference to Exhibit 10.11 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
(11) Incorporated by reference to Exhibit 10.12 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993.
(12) Incorporated by reference to Exhibit 10.16 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
(13) Incorporated by reference to Exhibit A to the Company's Proxy Statement
for the Special Meeting of Shareholders held on September 29, 1995.
(14) Incorporated by reference to Exhibit C to the Company's Proxy
Statement for the Special Meeting of Shareholders held on September
29, 1995.
(15) Incorporated by reference to Exhibit B to the Company's Proxy
Statement for the Special Meeting of Shareholders held on September 29,
1995.
REPORTS ON FORM 8-K
No report on Form 8-K has been filed during the fourth quarter of 1994.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HOOPER HOMES, INC.
(Registrant)
/s/ James M. McNamee
--------------------------------------
By: James M. McNamee
President & CEO
Date: March 29, 1996
---------------------------------
Pursuant to the requirements of the Securities Exchange 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:
/s/ James M. McNamee March 29, 1996
- ------------------------------------------- Date: --------------------------
James M. McNamee Director
President & CEO
March 29, 1996
- ------------------------------------------- Date: --------------------------
*Frederick D. King Director
March 29, 1996
- ------------------------------------------- Date: --------------------------
*Quentin J. Kennedy Director
March 29, 1996
- ------------------------------------------- Date: --------------------------
*Kenneth R. Rossano Director
March 29, 1996
- ------------------------------------------- Date: --------------------------
*Elaine L. La Monica Director
March 29, 1996
- ------------------------------------------- Date: --------------------------
*John E. Nolan Jr. Director
March 29, 1996
- ------------------------------------------- Date: --------------------------
*G. Earle Wight Director
March 29, 1996
- ------------------------------------------- Date: --------------------------
*Anne K. Sullivan Director
/s/ Fred Lash March 29, 1996
- ------------------------------------------- Date: --------------------------
Fred Lash Senior V.P., Treasurer
and Chief Financial
and Accounting Officer
*James M. McNamee, by signing his name hereto, does hereby sign this report for
the persons before whose printed name and asterisk appears, pursuant to the
power of attorney duly executed by such person and filed as
/s/ James M. McNamee
--------------------------------
James M. McNamee
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HOOPER HOLMES, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1993, 1994, 1995
------- Additions -------
Balance At Charged To Charged To Balance At
Beginning Of Cost And Other End Of
Description Year Expenses Accounts Deductions(1) Year
- --------------------------------- ------------ ---------- ----------- ------------- -----------
Year ended December 31, 1993
Allowance for Doubtful Accounts $ 73,361 $ 261,205 -- $ 76,656 $257,910
Year ended December 31, 1994
Allowance for Doubtful Accounts $257,910 $ 76,000 -- $176,024 $157,886
Year ended December 31, 1995
Allowance for Doubtful Accounts $157,886 $ 320,979 -- $ 12,844 $466,021
________________________________
(1) Adjustment of uncollectible accounts, net of recoveries and credits.
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