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SCHEDULE 14A INFORMATION
PROXY 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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
STAT HEALTHCARE, INC.
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(Name of Registrant as Specified In Its Charter)
STAT HEALTHCARE, INC.
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(Name of Person(s) Filing Proxy 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(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[X] Fee paid previously with preliminary materials.
[_] 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:
________________________________________________________________________
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PROXY STATEMENT/PROSPECTUS SUPPLEMENT
(TO PROXY STATEMENT/PROSPECTUS DATED NOVEMBER 6, 1996)
STAT Healthcare, Inc.
PROXY STATEMENT
Special Meeting of Stockholders
to be held on December 10, 1996
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AMERICAN MEDICAL RESPONSE, INC.
PROSPECTUS
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This Proxy Statement/Prospectus Supplement includes forward-looking
statements based on current plans and expectations of STAT Healthcare, Inc. and
should be read in conjunction with the Proxy Statement/Prospectus of STAT
Healthcare, Inc. and American Medical Response, Inc. dated November 6, 1996.
Such statements relate to, among other matters, proposed acquisitions and
estimates of amounts that are not yet determinable. Such statements involve
risks and uncertainties which may cause actual future activities and revenues to
be materially different from that suggested below, including among others, the
risk that proposed acquisitions are not consummated or are not successful, and
changes in reimbursement practices or rates or in applicable government
regulations, as well as other factors described in the Proxy
Statement/Prospectus dated November 6, 1996.
RECENT DEVELOPMENTS
ANTICIPATED EMERGENCY MEDICAL SERVICES CONTRACTS
STAT Healthcare, Inc. ("STAT") anticipates that in December 1996 one of its
affiliated physician groups will enter into contracts ("Contracts") to provide
emergency medical services at up to seven hospitals in the Southeastern United
States. As currently proposed, the Contracts will have a one-year initial term
commencing on January 1, 1997 with provisions for automatic renewal unless
terminated by either party, and may be terminated by the hospitals in certain
circumstances, including unsatisfactory service by STAT or its affiliated
physician group. STAT estimates that revenues from the Contracts in the year
ending December 31, 1997 will aggregate approximately $10 million. No assurance
can be given that the Contracts will be obtained, or that if obtained the
Contracts will generate estimated revenues or profit margins consistent with
STAT's existing business.
If the Contracts are obtained, an unaffiliated corporation ("Contractor")
will provide certain management services to STAT related to the Contracts and
for which Contractor will receive from STAT a one-time start-up fee of $1.5
million. STAT would also have the right to purchase Contractor, and may be
required to purchase Contractor, in either case for a purchase price of $1.25
million on the first anniversary of the Contracts if such contracts are extended
for a second year. STAT would further be required to pay to the shareholders of
Contractor an additional $1.25 million on the second anniversary of the
Contracts if such contracts are extended for a third year.
OTHER POTENTIAL ACQUISITIONS
STAT and its affiliated physician groups are involved in various stages of
negotiations to acquire additional emergency medical services contracts and
existing dialysis treatment centers. However, no assurance can be given that any
potential acquisition will be consummated.
ENCLOSED IS A PROXY CARD RELATING TO THE ACTIONS TO BE TAKEN AT THE SPECIAL
MEETING. IN THE EVENT THAT YOU HAVE PREVIOUSLY PROVIDED YOUR PROXY AND WISH TO
CHANGE YOUR VOTE IN ANY RESPECT, PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE.
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THE DATE OF THIS PROXY STATEMENT/PROSPECTUS SUPPLEMENT IS NOVEMBER 27, 1996.
