SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Age of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(6)(2)
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Housecall Medical Resources, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(1)(4) and 0-11.
/ / (1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of class of securities to which
transaction applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
----------------------------------------------------------
<PAGE>
HOUSECALL MEDICAL RESOURCES, INC.
1000 Abernathy Road
Building 400, Suite 1825
Atlanta, Georgia 30328
-------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1997
-------------------------
To the Shareholders of
Housecall Medical Resources, Inc.:
Notice is hereby given that a Special Meeting of
Shareholders of Housecall Medical Resources, Inc. will be held at
1:00 p.m., Eastern Time, on Thursday, May 1, 1997, at 1000
Abernathy Road, Building 400, 3rd Floor, Conference Room C,
Atlanta, Georgia 30328 for the following purposes:
To approve an amendment and restatement of the Company's
1996 Stock Option and Restricted Stock Purchase Plan (the
"1996 Plan") to increase the number of shares of Common
Stock, from 500,000 to 1,300,000, that may be issued
pursuant to the 1996 Plan.
Such other matters as may properly come before the special
meeting and any adjournment or postponement thereof.
Only shareholders of record on April 14, 1997, are entitled
to notice of and to vote at the special meeting and any
adjournment or postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
Peter J. Bibb
April 17, 1997 SECRETARY
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING,
PLEASE FILL IN, DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD IN THE ENCLOSED BUSINESS REPLY ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE SPECIAL MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR
PROXY AT THAT TIME AND EXERCISE THE RIGHT TO VOTE YOUR SHARES
PERSONALLY.
<PAGE>
PROXY STATEMENT
Dated April 17, 1997
For a Special Meeting of Shareholders
To be Held May 1, 1997
This Proxy Statement is furnished to shareholders in
connection with the solicitation of proxies by the Board of
Directors of Housecall Medical Resources, Inc. ("Housecall" or
the "Company") for use at a Special Meeting of Shareholders
("Special Meeting") to be held on Thursday, May 1, 1997,
including any postponement, adjournment, or adjournments thereof,
for the purposes set forth in the accompanying Notice of Special
Meeting. Management intends to mail this Proxy Statement and the
accompanying form of proxy to shareholders on or about April 17,
1997.
Only shareholders of record at the close of business on
April 14, 1996 (the "Record Date"), are entitled to notice of and
to vote in person or by proxy at the Special Meeting. As of the
Record Date, there were 10,276,781 shares of common stock, $.01
par value per share ("Common Stock"), of Housecall outstanding
and entitled to vote at the Special Meeting. The presence of a
majority of such shares is required, in person or by proxy, to
constitute a quorum for the conduct of business at the Special
Meeting. Each share is entitled to one vote on any matter
submitted for vote by the shareholders.
Proxies in the accompanying form, duly executed and returned
to the management of the Company, and not revoked, will be voted
at the Special Meeting. Any proxy given pursuant to this
solicitation may be revoked by the shareholder at any time prior
to the voting of the proxy by delivery of a subsequently dated
proxy, by written notification to the Secretary of the Company,
or by personally withdrawing the proxy at the Special Meeting and
voting in person.
Proxies that are executed but which do not contain any
specific instructions will be voted for the approval of the
amendment and restatement of the Company's 1996 Stock Option and
Restricted Stock Purchase Plan, as described below (the "Amended
and Restated Plan") (the original Plan and the Amended and
Restated Plan are sometimes collectively referred to herein as
the "Plan"), and, in the discretion of the persons appointed as
proxies, on any other matter that may properly come before the
Special Meeting or any postponement, adjournment or adjournments
thereof, including any vote to postpone or adjourn the Special
Meeting.
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF
THE 1996 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
(PROPOSAL 1)
SUMMARY AND PURPOSE OF AMENDMENT
The Board of Directors voted to amend and restate the
original Plan on March 14, 1997 to increase the shares of Common
Stock authorized for issuance under the Plan from 500,000 shares
to 1,300,000 shares, subject to shareholder approval. The Amended
and Restated Plan, if approved by the shareholders, will be
<PAGE>
effective as of such date. In all other respects, the terms of
the Amended and Restated Plan are the same as those of the
original Plan.
The Board of Directors believes that the Plan plays an
integral role in the ability of the Company to attract and retain
key employees and directors and to provide incentives for such
persons to promote the financial success of the Company. Because
almost all shares available for issuance under the Plan are the
subject of options that have been granted, the number of shares
authorized for issuance pursuant to the Plan must be increased to
allow the Board to grant further awards under the Plan. In the
opinion of the Board of Directors, an increase in the number of
shares to 1,300,000 is necessary to give the Company a sufficient
amount of shares to meet anticipated needs for options or stock
grants under the Plan to be able to attract, retain, and motivate
key employees.
The following description of the material features of the
Plan is a summary and is qualified in its entirety by reference
to the Plan, a copy of which will be provided to any shareholder
upon written request to the Company.
DESCRIPTION OF AWARDS
Awards granted under the Plan may be "incentive stock
options" ("ISOs"), as defined in Section 422 of the Internal
Revenue Code of 1986, as amended ("IRC"), "nonqualified stock
options" ("NSOs"), or shares of Common Stock subject to terms and
conditions set by the Board of Directors ("restricted stock
awards"). ISOs may be granted only to full-time employees
(including officers) of the Company or its subsidiaries. NSOs
and restricted stock awards may be granted to any person employed
by or performing services for the Company or its subsidiaries,
including directors.
ISOs are subject to certain limitations prescribed by the
IRC, including the requirement that such options may not be
granted to employees who own more than 10% of the combined voting
power of all classes of voting stock (a "principal shareholder")
of the Company, unless the option price is at least 110% of the
fair market value of the Common Stock subject to the option. In
addition, an ISO granted to a principal shareholder may not be
exercisable more than five years from its date of grant. The
Compensation Committee of the Board of Directors of the Company
(or the full Board) otherwise generally has discretion to set the
terms and conditions of options and restricted stock awards,
including the term, exercise price, and vesting conditions, if
any; to select the persons who receive such grants and awards;
and to interpret and administer the Plan.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Under current tax law, a holder of an ISO under the Plan
does not, as a general matter, realize taxable income upon the
grant or exercise thereof. (Depending upon the holder's income
tax situation, however, the exercise of the ISO may have
alternative minimum tax implications). In general, a holder of
an ISO will only recognize gain at the time that Common Stock
acquired through exercise of the ISO is sold or otherwise
disposed of. In that situation, the amount of gain which the
optionee must recognize is equal to the amount by which the value
of the Common Stock on the date of the sale or other disposition
exceeds the option price. If the optionee disposes of the stock
after the required holding period -- that is, no earlier than a
date which is two years after the date of grant of the option and
one year after the date of exercise -- the gain is capital gain
income. If disposition occurs prior to expiration of the holding
period, the gain is ordinary income, and the Company is entitled
to a tax deduction equal to the amount of income recognized by
the optionee.
An optionee will not realize income when an NSO option is
granted to him or her. Upon exercise of such option, however,
the optionee must recognize ordinary income to the extent that
the fair market value of the Common Stock on the date the option
is exercised exceeds the option price. Any such gain is taxed in
the same manner as ordinary income in the year the option is
exercised. Thereafter, any additional gain recognized upon the
disposition of the shares of stock obtained by the exercise of an
NSO will be taxed at capital gains rates, if the employee has
held the shares of stock for at least one year after the exercise
of the NSO. The Company will not experience any tax consequences
upon the grant of an NSO, but will be entitled to take an income
tax deduction equal to the amount which the option holder
includes in income (if any) when the NSO is exercised.
The grant of a restricted stock award will not be a taxable
event for the holder thereof or result in a tax deduction for the
Company at the time of grant. Upon the lapse or termination of
any restrictions on the award, the holder will recognize ordinary
income equal to the fair market value of the portion of the
restricted stock award no longer subject to the restrictions,
less any amount of payment by the holder of such restricted stock
award. The Company will be entitled to an income tax deduction
in the same amount at the time the holder is required to
recognize income.
2
<PAGE>
NEW PLAN BENEFITS
As of April 14, 1997, virtually no options were available
for grant under the Plan. Other than options for 200,000 shares
of Common Stock previously granted (subject to shareholder
approval of the Amended and Restated Plan) to Daniel J. Kohl, who
became President and Chief Executive Officer of the Company on
March 11, 1997 and a director on April 9, 1997, the Company has
no specific plans to grant options or stock awards pursuant to
the Amended and Restated Plan in any amounts to any particular
person or group of persons. The Company expects, however, that
the Compensation Committee of the Board will identify and select
key employees from time to time, including in the near future, to
receive grants under the Amended and Restated Plan that will be
made possible as a result of the shareholders' approval being
sought at the Special Meeting.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
Shareholder approval of the Amended and Restated Plan is
required under the IRC and the terms of the Plan because the
proposal would increase the maximum aggregate number of shares of
Common Stock for which ISOs may be granted under the Plan. The
affirmative vote of holders of a majority of the shares of the
Common Stock of the Company represented and voted at the Special
Meeting, assuming the presence of a quorum, is required to
approve the Amended and Restated Plan.
The Board, which unanimously approved the Amended and
Restated Plan, recommends a vote "FOR" approval of the Amended
and Restated Plan by all of the Company's shareholders who are
entitled to vote.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the
beneficial ownership of Common Stock, which is the only class of
voting stock of the Company, on April 1, 1997, by (i) each person
known to the Company to beneficially own more than 5% of the
Common Stock, (ii) each director of the Company and each person
who, for the Company's last fiscal year, was a designated highly
compensated executive officer, and (iii) all current directors
and executive officers of the Company as a group. Unless
otherwise indicated below, the persons named below had sole
voting and investment power with respect to all shares of the
Common Stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
Shares
Beneficially
Name of Beneficial Owner
Owned Percent<F1>
- ------------------------
- ----- ----------
<S>
<C> <C>
Welsh, Carson, Anderson & Stowe, VI, L.P.<F2>
4,651,614 45.3%
George D. Shaunnessy<F3><F11>
182,613 1.7%
Peter J. Bibb<F4>
90,356 *
Harold W. Small<F4>
99,690 *
Thomas F. Luthringer<F5>
101,790 *
J. Paul Gordon<F6><F11>
117,000 1.1%
James E. Dalton<F7>
6,668 *
Howard R. Deutsch<F7>
12,918 *
James B. Hoover<F8>
5,128,848 49.9%
Andrew M. Paul<F9>
5,123,211 49.8%
R. Dale Ross<F7>
8,755 *
Daniel J. Kohl <F12>
5,000 *
All Current Directors and Executive Officers as a Group
5,473,572 51.8%
(11 persons) <F10>
___________________
3<PAGE>
* Denotes less than 1%.
<FN>
<F1> The percentages shown are based on 10,276,781 shares of the Common
Stock outstanding on April 1, 1997 plus, as to each person and group
listed, the number of shares of Common Stock deemed owned by such
holder pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), assuming the exercise of
options held by such holder that are exercisable within 60 days of
April 1, 1997 ("presently exercisable options").
<F2> Does not include an aggregate of 134,485 shares owned individually
by the general partners of the general partner of Welsh, Carson,
Anderson & Stowe, V.I., L.P. ("Welsh Carson"). Each general partner
of Welsh Carson may be deemed to beneficially own all the shares owned
by Welsh Carson. It also does not include an aggregate of 609,515
shares held by other affiliates of Welsh Carson. The address of Welsh
Carson is 320 Park Avenue, Suite 2500, New York, New York 10022.
<F3> Includes 170,713 shares of Common Stock subject to presently
exercisable stock options.
<F4> Includes 85,357 shares of Common Stock subject to presently
exercisable stock options.
<F5> Includes 83,357 shares of Common Stock subject to presently
exercisable stock options.
<F6> Includes 17,000 shares of Common Stock subject to presently
exercisable stock options. The number of shares directly owned by Mr.
Gordon is assumed to be the same as his ownership at October 1, 1996.
<F7> Includes 6,668 shares of Common Stock subject to presently
exercisable stock options.
<F8> The number of shares beneficially owned consists of 23,184 shares
held directly by Mr. Hoover, 4,651,614 shares held by Welsh Carson and
454,050 shares held by an affiliate of Welsh Carson. Mr. Hoover is a
general partner of the general partner of Welsh Carson and an
affiliate of Welsh Carson and, as such, shares voting and investment
power with respect to the shares owned by such entities. Does not
include 155,465 shares held by an affiliate of Welsh Carson.
<F9> The number of shares beneficially owned consists of 17,547 shares
held directly by Mr. Paul, 4,651,614 shares held by Welsh Carson and
454,050 shares held by an affiliate of Welsh Carson. Mr. Paul is a
general partner of the general partner of Welsh Carson and an
affiliate of Welsh Carson and, as such, shares voting and investment
power with respect to the shares owned by such entities. Does not
include 155,465 shares held by an affiliate of Welsh Carson.
<F10> Includes 274,075 shares of Common Stock subject to presently
exercisable stock options and 5,105,664 shares deemed beneficially
owned by Messrs. Hoover and Paul as general partners of the general
partner of Welsh Carson and an affiliate of Welsh Carson.
<F11> The person is no longer an executive officer of the Company.
<F12> Mr. Kohl became President and Chief Executive Officer on March 11,
1997 and a director on April 9, 1997.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or
accrued by the Company for services rendered during the fiscal year ended
June 30, 1996, to or for the Company's chief executive officer and each
of the Company's other four most highly compensated executive officers
(the "Named Executive Officers") with respect to the positions they held
during that fiscal year. Since the end of its last fiscal year, the
Company has elected a new President and Chief Executive Officer and a new
Chief Financial Officer.
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION
TABLE
Annual Compensation
Long Term
Compensation
------------
Securities
Fiscal Other Annual
Underlying All Other
Name and Principal Position Year Salary Compensation
Bonus Options/SARs Compensation
- --------------------------- ------ ------ ------------
- ----- ------------- ------------
<S> <C> <C> <C>
<C> <C> <C>
George D. Shaunnessy, 1996 $250,011 $ 0
$ 0 417,243 $6,644 <F1>
President and Chief Executive Officer* 1995 210,000 0
69,996 0 1,466
Peter J. Bibb, 1996 190,009 0
0 208,622 $6,566 <F1>
Vice President and Chief Financial 1995 160,006 0
53,330 0 1,847
Officer
Harold W. Small, 1996 165,006 $ 47,678(2)
0 208,621 7,050 <F1><F4>
Vice President and Chief Operating 1995 130,005
43,331 0 1,027
Officer
Thomas F. Luthringer, 1996 155,008 0
0 198,621 6,131 <F1><F4>
Vice President - Corporate 1995 130,005 0
43,331 0 616
Development
J. Paul Gordon, 1996 157,729 0
0 45,000 3,852 <F1><F4>
Vice President - Strategic 1995 13,270 (3) 0
0 0 616
Development*
________________________________
* No longer an executive officer of the Company.
<FN>
<F1> Includes premiums paid for each Named Executive Officer under the
Company's life insurance program.
<F2> Represents relocation expenses paid by the Company.
<F3> Mr. Gordon's employment by the Company commenced on May 31, 1995,
upon the Company's acquisition of Home Care Affiliates, Inc.
<F4> Includes $2,475, $2,415, and $3,823 paid by the Company as 401(k)
matching contributions for Mr. Small, Mr. Luthringer, and Mr. Gordon,
respectively.
</FN>
</TABLE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
No. of % of Total
Potential Realizable
Securities Options/SARs
Value at Assumed
Underlying Granted to
Annual Rates of Stock Price
Option/SARs Employees in Exercise or
Expiration Appreciation
Granted <F1> Fiscal Year Base Price
Date for Option Terms <F2>
------------ ------------ ------------
- ---------- --------------------------
5% 10%
------- -------
<S> <C> <C> <C>
<C> <C> <C>
George D. Shaunnessy* ... 90,000 21.00% $13.00
01/24/2006 $735,807 $1,864,679
Peter J. Bibb ........... 45,000 10.50% 13.00
01/24/2006 367,903 932,339
Harold W. Small ......... 45,000 10.50% 13.00
01/24/2006 367,903 932,339
Thomas F. Luthringer .... 35,000 8.17% 13.00
01/24/2006 286,147 725,153
J. Paul Gordon* ......... 5,000 1.17% 13.00
01/24/2006 40,878 103,593
_____________________________
* No longer an executive officer of the Company.
<FN>
<F1> Beginning one year from date of grant, options vest in 20%
increments on anniversary of date of grant.
<F2> Based on assumed rates of stock price appreciations, as
required by the Commission.
</FN>
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year-End
Option Values
No. of Securities Underlying
Value of Unexercised
Unexercised Options at
In-the-Money Options
Fiscal Year End
At Fiscal Year End<F1>
-------------------------------
- --------------------------------
Exercisable Unexercisable
Exercisable Unexercisable
----------- -------------
- ----------- -------------
<S> <C> <C>
<C> <C>
George D. Shaunnessy* . . . . . . . 98,173 319,070
$1,670,794 $4,595,659
Peter J. Bibb . . . . . . . . . . . 49,087 159,535
835,405 2,297,830
Harold W. Small . . . . . . . . . . 49,086 159,535
835,389 2,297,830
Thomas F. Luthringer . . . . . . . 49,086 149,535
835,389 2,236,530
J. Paul Gordon* . . . . . . . . . . 8,000 37,000
121,040 514,810
__________________________
* No longer an executive officer of the Company.
<FN>
<F1> As required by the rules of the Securities and Exchange Commission,
the value of unexercised in-the-money options is calculated based on
the closing sale price of the Company's Common Stock on The Nasdaq
Stock Market ("NASDAQ") as of the last business day of its fiscal
year, June 28, 1996, which was $19 1/8 per share. The sales prices of
the Company's Common Stock on NASDAQ has declined since that date, and
on April 14, 1997, the closing sale price was $4.00.
</FN>
COMPENSATION OF DIRECTORS
The Company pays its outside directors a quarterly fee of
$2,000 and a fee of $1,000 for each Board or committee meeting
attended, except that no fee is paid for attendance at a
committee meeting held on the same date and in the same location
as a Board meeting. The Company reimburses all directors for
their travel and other expenses incurred in connection with
attending Board or committee meetings and also reimburses its
outside directors for actual expenses otherwise incurred in
performing their duties.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement, effective
March 11, 1997, with Daniel J. Kohl as President and Chief
Executive Officer of the Company. The agreement with Mr. Kohl
provides for a term ending March 11, 2000, and is automatically
extended thereafter for successive one-year terms unless the
Company or Mr. Kohl gives at least thirty days' prior notice of
an election not to extend the employment term beyond March 11,
2000, or on any subsequent March 11. The agreement provides for
a base salary of $230,000 per year, subject to adjustment by the
Board of Directors, an annual bonus as determined by the
Company's Board of Directors, and Company benefits of the type
generally provided to key executives. While the Company or Mr.
Kohl may terminate his agreement at any time during the term, if
the Company terminates the agreement other than for cause, death
or disability, or if Mr. Kohl terminates the agreement because of
a breach of the Agreement by the Company or because of the
relocation of the principal executive offices of the Company, the
Company must pay severance based on the officer's base salary
under the agreement for the twelve months following the day of
termination and a pro rata amount of any performance bonus to
which Mr. Kohl would otherwise be entitled for the fiscal year in
which such termination occurs. The agreement contains fairly
customary proscriptions against misuse of confidential Company
information, competition with the Company and solicitation of
employees of the Company.
The Company entered into amended and restated employment
agreements with Messrs. Shaunnessy, Bibb, Small, and Luthringer
as of January 1, 1996. The Company also entered into an amended
and restated employment agreement with Mr. Gordon as of May 31,
1995. The respective employment agreements with Mr. Gordon and
Mr. Shaunnessy are now terminated.
The agreements with Messrs. Bibb, Small, and Luthringer
provide for a term ending June 30, 1999, and are automatically
extended thereafter for successive one-year terms unless the
Company or the officer gives at least thirty days' prior notice
of an election not to extend the employment term beyond June 30,
1999, or on any subsequent June 30. The agreements provide for a
base salary of $190,000, 165,000, and $155,000, per year, subject
to adjustment by the Board of Directors, for Messrs. Bibb, Small,
and Luthringer, respectively, an annual bonus as determined by
the Company's Board of Directors, and Company benefits of the
type generally provided to key executives. While the Company or
6<PAGE>
the officer may terminate his agreement at any time during the
term, if the Company terminates the agreement other than for
cause, death or disability, in the case of Messrs. Bibb, Small or
Luthringer, the Company must pay severance based on the officer's
base salary under the agreement for the twelve months following
the day of termination and a pro rata amount of any performance
bonus to which the officer would otherwise be entitled for the
fiscal year in which such termination occurs. The agreements
contain fairly customary proscriptions against misuse of
confidential Company information, competition with the Company
and solicitation of employees of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. James B. Hoover, James E. Dalton, and Howard R.
Deutsch served as members of the Company's Compensation Committee
during the 1996 fiscal year. While Mr. Hoover is Chairman of the
Board, none is an officer or former officer of the Company.
SHAREHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
Any shareholder who wishes to present a proposal appropriate
for consideration at the Company's 1997 Annual Meeting of
Shareholders must submit the proposal in proper form to the
Company at its address set forth on the first page of this Proxy
Statement no later than July 1, 1997, in order for the proposal
to be considered for inclusion in the Company's proxy statement
and form of proxy relating to such Annual Meeting.
OTHER MATTERS
All of the expenses involved in preparing, assembling, and
mailing this Proxy Statement and the materials enclosed herewith
and soliciting proxies will be paid by the Company. It is
estimated that such costs will be nominal. The Company may
reimburse banks, brokerage firms and other custodians, nominees,
and fiduciaries for expenses reasonably incurred by them in
sending proxy materials to beneficial owners of stock. The
solicitation of proxies will be conducted primarily by mail but
may include telephone, telegraph, or oral communications by
directors, officers, or regular employees of the Company, acting
without special compensation.
The Board of Directors is aware of no other matters, except
for those incidental to the conduct of the Special Meeting, that
are to be presented to shareholders for formal action at the
Special Meeting. If, however, any other matters properly come
before the Special Meeting or any postponement, adjournment, or
adjournments thereof, it is the intention of the persons named in
the proxy to vote the proxy in accordance with their judgment.
Shareholders are urged to fill in, date, and sign the
accompanying form of proxy and return it to the Company as soon
as possible.
BY ORDER OF THE BOARD OF DIRECTORS,
Peter J. Bibb
SECRETARY<PAGE>
HOUSECALL MEDICAL RESOURCES, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned, having received notice of the Special
Meeting of Shareholders and revoking all prior proxies, hereby
appoints Daniel J. Kohl and Fred C. Follmer , and each of them,
attorneys or attorney of the undersigned, with full power of
substitution in each of them, for and in the name of the
undersigned, to attend the Special Meeting of Shareholders of
Housecall Medical Resources, Inc. (the "Company") to be held
Thursday, May 1, 1997, at 1:00 P.M., Eastern Time, and any
postponement or adjournment thereof, and to vote and act upon,
with all powers the undersigned would possess, if personally
present:
1. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 1996 STOCK
OPTION AND RESTRICTED STOCK PURCHASE PLAN (THE "1996
PLAN")
To approve an amendment and restatement of the 1996 Plan
to increase the number of shares of Common Stock, from
500,000 to 1,300,000, that may be issued pursuant to the
1996 Plan.
/ / FOR APPROVAL
/ / AGAINST APPROVAL
/ / ABSTAIN FROM VOTE
2. TO VOTE, IN THE PROXIES' DISCRETION, UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
/ / AUTHORITY GRANTED / / AUTHORITY WITHHELD
The shares represented by this proxy will be voted as
directed by the undersigned and as indicated herein. IF NO
DIRECTION IS GIVEN WITH RESPECT TO APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE 1996 PLAN OR THE DISCRETIONARY AUTHORITY OF
THE PROXIES TO VOTE UPON OTHER PROPER BUSINESS, THIS PROXY WILL
BE VOTED FOR SUCH APPROVAL, AND THE PROXIES, IN THEIR DISCRETION,
WILL VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Attendance of the undersigned at the meeting or at any
postponement or adjournment thereof will not be deemed to revoke
this proxy unless the undersigned shall affirmatively indicate at
such meeting the intention of the undersigned to vote such shares
in person.
Dated: ________________, 1997
BE SURE TO DATE THE PROXY
__________________________________
Signature
IF SHARES ARE HELD BY MORE
THAN ONE OWNER, EACH MUST
SIGN, EXECUTORS,
ADMINISTRATORS, TRUSTEES,
GUARDIANS, AND OTHER SIGNING
IN A REPRESENTATIVE CAPACITY
SHOULD GIVE THEIR FULL TITLES.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PLEASE SIGN ABOVE AND RETURN IN THE ENCLOSED
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