<PAGE>
SCHEDULE 14A
(RULE 14A-101)
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN MEDSERVE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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) 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:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
<PAGE>
AMERICAN MEDSERVE CORPORATION
[LOGO]
184 SHUMAN BLVD.
SUITE 200
NAPERVILLE, ILLINOIS 60563
April 30, 1997
Dear Stockholder:
You are cordially invited to attend the American Medserve Corporation Annual
Meeting of Stockholders to be held at 9:00 A.M., Thursday, June 12, 1997 at the
offices of Gardner, Carton & Douglas, 321 North Clark Street, Suite 3400,
Chicago, Illinois 60610.
This will be our first annual meeting as a public company and we are looking
forward to discussing our 1996 performance. In addition, you will have an
opportunity to discuss each item of business described in the Notice of Annual
Meeting of Stockholders and proxy statement and to ask questions about the
Company and its operations.
It is important that your shares be represented and voted at the Annual
Meeting. Whether or not you plan to attend, please sign and promptly return the
enclosed proxy card, using the envelope provided. If you do attend the Annual
Meeting, you may withdraw your proxy and vote your shares in person.
Sincerely,
Timothy L. Burfield
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND DIRECTOR
<PAGE>
AMERICAN MEDSERVE CORPORATION
184 SHUMAN BLVD.
SUITE 200
NAPERVILLE, ILLINOIS 60563
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
The Annual Meeting of Stockholders of American Medserve Corporation will be
held on Thursday, June 12, 1997 at 9:00 A.M., Central Time, at the offices of
Gardner, Carton & Douglas, 321 North Clark Street, Suite 3400, Chicago, Illinois
60610, for the following purposes:
1. To elect two (2) Class I directors to serve for a term expiring at the
Annual Meeting of Stockholders held in the year 2000 or until their
successors are duly elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending December 31, 1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on Friday, April 25,
1997 as the record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting of Stockholders.
The Company requests that all stockholders, whether or not you expect to
attend the meeting, sign the enclosed proxy and return it as promptly as
possible in the accompanying stamped envelope. You may revoke your proxy at any
time before it is voted. If you are present at the meeting, you may vote your
shares in person and the proxy will not be used.
You are respectfully urged to read the proxy statement contained in this
booklet for further information concerning the directors, the ratification of
the appointment of Ernst & Young LLP as independent auditors and the use of the
proxy.
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1996 (which includes audited financial statements)
accompanies this proxy statement.
By Order of the Board of Directors
Charles R. Wallace
SECRETARY
April 30, 1997
IMPORTANT--PLEASE MAIL YOUR SIGNED PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
AMERICAN MEDSERVE CORPORATION
184 SHUMAN BLVD.
SUITE 200
NAPERVILLE, ILLINOIS 60563
------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 1997
------------------------
This proxy statement is furnished in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders of American Medserve
Corporation, to be held on Thursday, June 12, 1997 at 9:00 A.M., Central Time,
at the offices of Gardner, Carton & Douglas, 321 North Clark Street, Suite 3400,
Chicago, Illinois 60610. This proxy statement and the proxy are first being
mailed to stockholders on or about April 30, 1997.
The enclosed proxy is solicited by the Board of Directors of the Company and
will be voted at the Annual Meeting and any adjournment thereof. Shares
represented by a properly executed proxy in the accompanying form will be voted
at the Annual Meeting in accordance with any instructions specified by the
stockholder. If no instructions are given, the stockholder's shares will be
voted in accordance with the recommendations of the Board of Directors FOR each
of the proposals presented in this proxy statement. Those recommendations are
described later in this proxy statement.
The proxy may be revoked at any time before it is exercised by delivering a
written notice of revocation to the Secretary of the Company. If you attend the
Annual Meeting in person, you may revoke your proxy by either giving notice of
revocation to the inspectors of election at the Annual Meeting or by voting at
the Annual Meeting in person.
The only items of business that the Board of Directors intends to present or
knows will be presented at the Annual Meeting are the items discussed in this
proxy statement. The proxy confers discretionary authority upon the persons
named therein, or their substitutes, to vote on any other items of business that
may properly come before the meeting.
As of April 25, 1997, the record date for the Annual Meeting, the Company
had 12,194,603 shares of Common Stock, par value $.01 per share ("Common
Stock"), issued and outstanding. Each share is entitled to one vote. One-third
of the issued and outstanding shares constitutes a quorum at the meeting.
PROPOSAL ONE
ELECTION OF DIRECTORS
The size of the Board of Directors of American Medserve Corporation is
currently set at six (one of which seats is currently vacant), divided into
three classes. At this Annual Meeting, two nominees are to be elected to serve
for a term expiring at the Annual Meeting of Stockholders held in the year 2000
or until their successors are duly elected and qualified. The remaining
directors will continue to serve as set forth below, with two directors having
terms expiring on the date of the annual meeting to be held in 1998 and two
directors having terms expiring on the date of the annual meeting to be held in
1999. The nominees, Timothy L. Burfield and Charles C. Halberg, are currently
directors of the Company.
Directors are elected by a majority of the votes of the shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting. Consequently, any shares not voted (whether by abstention,
broker non-vote or votes withheld) will have no effect on the election of a
director. Unless otherwise directed, proxies will be voted at the Annual Meeting
for the election of Mr. Burfield and Mr. Halberg or, in the event of a
contingency not presently foreseen, for a different person as a substitute.
<PAGE>
THE BOARD OF DIRECTORS IS RECOMMENDING THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF MR. BURFIELD AND MR. HALBERG.
The following sets forth with respect to the nominees and each director
continuing to serve, their names, ages, principal occupations and other
information, based upon information received from them.
NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS FOR A THREE-YEAR TERM
EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 2000
TIMOTHY L. BURFIELD, 49. (Director since 1993). Mr. Burfield is a founder
of the Company and has served as the President and Chief Executive Officer of
the Company since December 1993. Mr. Burfield was the Secretary of the Company
from December 1993 to September 1996. From February 1988 to July 1993, Mr.
Burfield was Chairman, President and Chief Executive Officer of Abbey
Pharmaceutical Services, Inc., a provider of long-term care pharmacy services
and medical equipment. Prior to that time, Mr. Burfield held a variety of
executive positions with Abbey Healthcare Group, Inc., Medical Services Company
of ARA Services and American Hospital Supply Corporation. Mr. Burfield had more
than 19 years of experience in the health care field prior to forming the
Company. Mr. Burfield is a graduate of Villanova University (B.A.).
CHARLES C. HALBERG, 54. (Director since 1996). Mr. Halberg has served as a
Director and as the President and Chief Executive Officer of Good Samaritan
Supply Services, Inc. since November 1992. From June 1991 to December 1995, Mr.
Halberg also served as Senior Vice President, General Counsel and Chief
Financial Officer of The Evangelical Lutheran Good Samaritan Society and was
Chairman of the Society's Board of Directors from 1989-1991. Mr. Halberg was a
partner in the law firm of O'Connor & Hannan from 1980 to 1988. Mr. Halberg
served in the Minnesota State Senate from 1990 through 1992 and the Minnesota
House of Representatives from 1978 to 1986, serving as Speaker in 1985-86. Mr.
Halberg is a graduate of St. Olaf College (B.A.) and William Mitchell College of
Law (J.D.).
MEMBER OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE WITH TERM
EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1998
JAMES H.S. COOPER, 42. (Director since 1995). Mr. Cooper has been a
Managing Director, Investment Banking for Equitable Securities Corporation in
Nashville, Tennessee since April 1995. Mr. Cooper served as a member of the
United States House of Representatives from January 1983 until January 1995. Mr.
Cooper authored the "Managed Competition Act" as an alternative to President
Clinton's health care reform plan. He is an adjunct professor, Health Policy,
Owen School of Management, Vanderbilt University. Mr. Cooper is a graduate of
the University of North Carolina (B.A.), graduated from Oxford University as a
Rhodes Scholar and is a graduate of Harvard Law School (J.D.).
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE WITH TERMS
EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1999
BRYAN C. CRESSEY, 47. (Director since 1993). Mr. Cressey has been Chairman
of the Board of the Company since December 1993. In 1993, Mr. Cressey co-founded
and became a principal of Golder, Thoma, Cressey, Rauner, Inc., and for the past
fifteen years he has been a general partner of Golder, Thoma, Cressey, Rauner
L.P. Golder, Thoma, Cressey, Rauner, Inc. and Golder, Thoma, Cressey, Rauner
L.P. are private equity investing firms. Golder, Thoma, Cressey, Rauner, Inc. is
the general partner of GTCR IV, L.P., which is the general partner of Golder,
Thoma, Cressey, Rauner Fund IV, L.P. (the "GTCR Fund"). Mr. Cressey serves on
various boards of directors, including Cable Design Technologies Corporation and
Paging Network Inc. Mr. Cressey is a graduate of the University of Washington
(B.A.), Harvard Law School (J.D.) and Harvard Business School (M.B.A.).
LEE M. MITCHELL, 54. (Director since 1996). Mr. Mitchell has been a
principal of Golder, Thoma, Cressey, Rauner, Inc. since 1994. From 1992 to 1994,
Mr. Mitchell was a Partner of Sidley & Austin, a law
2
<PAGE>
firm. Prior to joining Sidley & Austin, Mr. Mitchell was the President and Chief
Executive Officer of The Field Corporation and its predecessor, Field
Enterprises, Inc., private management and holding companies with interests in
publishing, communications, paper manufacturing and commercial real estate. Mr.
Mitchell serves as a member of the Board of Governors of The Chicago Stock
Exchange and as a director of Paging Network, Inc., Washington National
Corporation, ERO Industries, Inc., and a number of private companies. Mr.
Mitchell is a graduate of Wesleyan University (A.B.) and the University of
Chicago Law School (J.D.).
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
During the 1996 fiscal year, there were four meetings of the Board of
Directors. Each incumbent Director attended at least 75% of the aggregate total
number of the meetings of the Board of Directors and the meetings of the Board
Committees on which he served, in each case, that were held during the period in
which he served as a Director.
ARRANGEMENTS
Pursuant to the terms of the Good Samaritan Shareholders Agreement between
the Company, The Evangelical Lutheran Good Samaritan Foundation (the
"Foundation") (the Company's co-investor in Good Samaritan Supply Services,
Inc.) and Good Samaritan Supply Services, Inc. ("Good Samaritan Supply"), Mr.
Halberg became a Director of the Company in August 1996, and the Company has
agreed to nominate the individual who may be Chief Executive Officer of The
Evangelical Lutheran Good Samaritan Society and, if and for so long as he shall
be Chief Executive Officer of Good Samaritan Supply, Mr. Halberg, for election
to the Board of Directors in each subsequent election of directors. Pursuant to
this provision, Dr. Mark A. Jerstad, the former Chief Executive Officer of The
Evangelical Lutheran Good Samaritan Society, served as a Director of the Company
during fiscal year 1996. Dr. Jerstad died in March 1997. Dr. Jerstad's Board
position is expected to be filled by the next Chief Executive Officer of The
Evangelical Lutheran Good Samaritan Society. The provisions of the Good
Samaritan Shareholders Agreement pertaining to designation of directors
terminate upon such date as (i) either the Company owns 10% or less of the
outstanding common stock of Good Samaritan Supply, or the Foundation and any
Foundation affiliate own 10% or less of the outstanding common stock of Good
Samaritan Supply and (ii) the Foundation and the Foundation affiliates
collectively own 5% or less of the outstanding Company Common Stock. The Company
currently owns a 50.1% interest in Good Samaritan Supply.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has standing Audit and Compensation Committees, which
deal with certain specific areas of the Board's responsibilities.
The Audit Committee, which met three times during the 1996 fiscal year,
recommends the appointment of auditors and oversees the accounting and audit
functions of the Company. The members of the Audit Committee are Mr. Cooper and
Mr. Cressey. Dr. Jerstad served as a member of the Audit Committee until his
death.
The Compensation Committee, which met three times during the 1996 fiscal
year, determines executive officers' salaries, bonuses and other compensation
and administers the Company's 1996 Stock Incentive Plan. The members of the
Compensation Committee are Mr. Cooper and Mr. Cressey. Dr. Jerstad served as a
member of the Compensation Committee until his death.
DIRECTOR COMPENSATION
Directors who are not currently receiving compensation as officers or
employees of the Company or of a subsidiary of the Company, other than Mr.
Cressey and Mr. Mitchell, are entitled to a fee of $1,000
3
<PAGE>
plus reimbursement of expenses for attending each meeting of the Board of
Directors and each meeting of a committee not held concurrently with a meeting
of the Board of Directors. Mr. Cooper received $5,000 in directors fees during
the 1996 fiscal year ($1,000 of which relates to a 1995 fiscal year meeting but
was paid in fiscal year 1996) and Dr. Jerstad received $2,000 in directors fees
during the 1996 fiscal year. In addition, Mr. Halberg is President and Chief
Executive Officer of Good Samaritan Supply, a company in which the Company has a
50.1% equity interest. In September 1996, the Company sold shares to Mr.
Halberg, Mr. Cooper and Dr. Jerstad for $1.41 per share. See "Certain
Transactions--Company Common Stock Issuances."
The Company's Directors are eligible to participate in the Company's 1996
Stock Incentive Plan (the "Incentive Plan"). The Incentive Plan provides for the
grant of stock options, stock awards and stock appreciation rights. The
Incentive Plan is administered by the Compensation Committee. The Incentive Plan
may be terminated by the Board of Directors at any time.
On November 13, 1996, the Company granted Mr. Halberg, pursuant to the
Incentive Plan, non-qualified options to purchase 50,000 shares of Common Stock
with an exercise price of $15.00 per share. Mr. Halberg's options vest and
become exercisable on November 13, 2003. The vesting will be accelerated with
respect to 20% of the shares on each of the five anniversaries of the grant date
if certain Company performance targets are met.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors has
selected Ernst & Young LLP as the independent auditors to examine the financial
statements of the Company for the fiscal year ending December 31, 1997. Ernst &
Young LLP has been engaged to perform this function for the Company since the
formation of the Company in 1993.
One or more representatives of Ernst & Young LLP will be present at the
Annual Meeting of Stockholders and will have the opportunity to make a statement
if they desire to do so and are expected to be available to respond to
appropriate questions.
Although the appointment of auditors is not required to be submitted to a
vote of stockholders, the Board of Directors believes that it is appropriate as
a matter of policy to request that the stockholders ratify the appointment. If
the stockholders should not ratify the appointment, the Audit Committee will
investigate the reasons for the stockholders' rejection and the Board of
Directors will reconsider the appointment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
4
<PAGE>
SECURITY OWNERSHIP
The following table sets forth ownership of the Company's Common Stock as of
March 31, 1997 by (i) each person who is known to the Company to own
beneficially more than 5% of the outstanding Common Stock, (ii) each director
and nominee for director, (iii) the Company's named executive officers
identified in the Summary Compensation Table (together, the "Named Executive
Officers") and (iv) all directors, nominees for director and executive officers
as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) OWNED
- -------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
Golder, Thoma, Cressey, Rauner Fund IV, L.P. ....................... 4,215,527 34.9%
6100 Sears Tower
Chicago, IL 60606
Bryan C. Cressey(2)................................................. 4,215,527 34.9
Timothy L. Burfield................................................. 509,659 4.2
Michael B. Freedman(3).............................................. 84,022 *
J. Jeffrey Gephart.................................................. 52,288 *
Charles R. Wallace(4)............................................... 112,228 *
James H.S. Cooper................................................... 11,853 *
Charles C. Halberg(5)............................................... 11,983 *
Lee M. Mitchell(2).................................................. 4,215,527 34.9
All directors, nominees for director and executive officers as a 4,997,560 41.3
group (8 persons)(2)(3)(4)(5).....................................
</TABLE>
- ------------------------
* Less than one percent.
(1) Except as indicated in the footnotes to this table, the persons named in
this table have sole voting and investment power with respect to all shares
shown as beneficially owned by them.
(2) Bryan C. Cressey and Lee M. Mitchell are principals of Golder, Thoma,
Cressey, Rauner, Inc., which is the general partner of GTCR IV, L.P., which
is the general partner of Golder, Thoma, Cressey, Rauner Fund IV, L.P.
Accordingly, Mr. Cressey and Mr. Mitchell may be attributed beneficial
ownership of the shares owned of record by Golder, Thoma, Cressey, Rauner
Fund IV, L.P. Mr. Cressey and Mr. Mitchell disclaim beneficial ownership of
such shares.
(3) Includes 3,000 shares owned by Mr. Freedman's wife, 500 shares owned jointly
with Mr. Freedman's wife and 20,000 shares held in trust for the benefit of
his children.
(4) Includes 109,228 shares held by the Charles R. Wallace Revocable Trust and
3,000 shares owned by Mr. Wallace's children.
(5) Includes 130 shares owned by Mr. Halberg's children.
5
<PAGE>
CERTAIN TRANSACTIONS
GOOD SAMARITAN RELATIONSHIP
On April 30, 1996, pursuant to the terms of a Share Purchase Agreement (the
"Purchase Agreement") between the Company and Good Samaritan Supply (the
President and Chief Executive Officer of which is Charles C. Halberg, a nominee
for Director of the Company), the Company purchased 40% of the outstanding Good
Samaritan Supply common stock on a fully-diluted basis for an aggregate purchase
price of $6.0 million. Upon consummation of the initial public offering of the
Company's Common Stock (the "Offering") in November 1996, the Company purchased
additional shares of Good Samaritan Supply common stock for an aggregate
purchase price of $2.0 million, which, together with the Good Samaritan Supply
common stock already owned by the Company, represented 50.1% of the outstanding
Good Samaritan Supply common stock on a fully diluted basis.
In connection with the execution of the Purchase Agreement, the Company, the
Foundation and Good Samaritan Supply also entered into a Shareholders Agreement
(the "Good Samaritan Shareholders Agreement"), and the Company, Good Samaritan
Supply, the Foundation and the Society entered into a Non-Competition and
Marketing Assistance Agreement. The Foundation currently holds 49.9% of the
outstanding Good Samaritan Supply common stock.
The Good Samaritan Shareholders Agreement contains provisions (i) governing
the composition of the Board of Directors of Good Samaritan Supply, (ii)
granting rights of first refusal with respect to the sale or transfer of Good
Samaritan Supply common stock, (iii) governing the composition of the Board of
Directors of the Company, (iv) granting to the Foundation or any affiliate
holding Good Samaritan Supply common stock an option to convert its Good
Samaritan Supply common stock into shares of the Company Common Stock, (v)
granting to the Foundation or any affiliate holding Good Samaritan Supply common
stock a right to put substantially all shares of Good Samaritan Supply common
stock held by them to the Company, (vi) granting to the Company an option to
purchase substantially all shares of Good Samaritan Supply common stock held by
other parties to the Good Samaritan Shareholders Agreement, (vii) granting
registration rights to the Foundation with respect to its Company Common Stock
and (viii) granting certain rights to the Foundation or any affiliate holding
Good Samaritan Supply common stock upon certain changes in the Company's
ownership.
COMPANY COMMON STOCK ISSUANCES
In September 1996 the Company sold to Mr. Burfield 23,681 shares of Common
Stock at a purchase price of $1.41 per share of Common Stock. For financial
reporting purposes, shares of Common Stock were valued at $9.10 per share at
that time. The purchase price for such shares was made by delivery of cash (in
the amount of 10% of the purchase price) and a promissory note (in the principal
amount of 90% of the purchase price). Of the 23,681 shares of Common Stock so
acquired by Mr. Burfield, as of April 30, 1997, 9,473 shares may not be sold,
assigned, transferred, pledged or otherwise disposed of except (i) to Mr.
Burfield's family group, (ii) pursuant to applicable laws of descent and
distribution, or (iii) upon the consent and approval of the Company's Board of
Directors until the expiration of 100 days following termination of Mr.
Burfield's employment. Upon termination of Mr. Burfield's employment, the
Company has the option to purchase such 9,473 shares of Common Stock at such
shares' fair market value as reasonably determined by the Company's Board of
Directors. The number of shares subject to these restrictions declines over
time, with no such shares subject to restrictions on December 3, 2000.
In September 1996 the Company sold 11,853 shares of Common Stock to each of
James H.S. Cooper and Charles C. Halberg (each a Director of the Company) and
Mark A. Jerstad (a former Director of the Company) at a purchase price of $1.41
per share of Common Stock. For financial reporting purposes, shares of Common
Stock were valued at $9.10 per share at that time. All of such shares were
issued subject to the terms of separate stock purchase agreements, and the
purchase price for such shares was made by delivery of cash (in the amount of
10% of the purchase price) and a promissory note (in the principal
6
<PAGE>
amount of 90% of the purchase price). Of the 11,853 shares of Common Stock so
acquired by each of Messrs. Cooper and Halberg, as of April 30, 1997, 10,668
shares may not be sold, assigned, transferred, pledged or otherwise disposed of
except (i) to such person's family group, (ii) pursuant to applicable laws of
descent and distribution, or (iii) upon the consent and approval of the
Company's Board of Directors until the expiration of 100 days following such
person's ceasing to be a director of the Company. Upon such person's ceasing to
be a director of the Company, the Company has the option to purchase such 10,668
shares of Common Stock at such shares' fair market value as reasonably
determined by the Company's Board of Directors. The number of shares subject to
restrictions declines over time with no such shares subject to these
restrictions on September 5, 1999. The shares sold to Dr. Jerstad are not
subject to any restrictions.
In September 1996 the Company sold an aggregate of 237,038 shares of Common
Stock to certain executive officers of the Company (104,228 shares of Common
Stock, 80,522 shares of Common Stock and 52,288 shares of Common Stock to
Charles R. Wallace, Michael B. Freedman and J. Jeffrey Gephart, respectively),
at a purchase price of $1.41 per share of Common Stock. For financial reporting
purposes, shares of Common Stock were valued at $9.10 per share at that time.
All of such shares were issued subject to the terms of separate stock purchase
agreements, and the purchase price for such shares was made by delivery of cash
(in the amount of 10% of the purchase price) and a promissory note (in the
principal amount of 90% of the purchase price). Mr. Freedman paid off his
promissory note on March 31, 1997. Of the shares of Common Stock so acquired by
Messrs. Wallace, Freedman and Gephart, as of April 30, 1997, 61,286, 33,497 and
24,366 shares, respectively, may not be sold, assigned, transferred, pledged or
otherwise disposed of except (i) to such person's family group, (ii) pursuant to
applicable laws of descent and distribution, or (iii) upon the consent and
approval of the Company's Board of Directors until the expiration of 100 days
following termination of such person's employment with the Company. Upon
termination of such person's employment with the Company, the Company has the
option to purchase such 61,286, 33,497 and 24,366 shares at such shares' fair
market value as reasonably determined by the Company's Board of Directors. The
number of shares subject to restrictions declines over time with no such shares
subject to these restrictions on September 25, 2002 in the case of Mr. Wallace,
August 1, 2001 in the case of Mr. Freedman and January 30, 2002 in the case of
Mr. Gephart.
AGREEMENT WITH DIRECTOR
Charles C. Halberg (a member of the Company's Board of Directors) and Good
Samaritan Supply entered into an Executive Employment Agreement dated January 1,
1996 (the "Halberg Employment Agreement"), pursuant to which Mr. Halberg is
employed as President and Chief Executive Officer of Good Samaritan Supply. The
Halberg Employment Agreement is for a term of four years and shall automatically
extend for an additional one-year term on each January 1, unless Good Samaritan
Supply shall provide Mr. Halberg with 90 days' notice prior to the extension of
any term. Under the terms of the Halberg Employment Agreement, Mr. Halberg is
entitled to receive an annual base salary of $220,000, subject to upward
adjustment by the compensation committee of the board of directors of Good
Samaritan Supply, and other benefits including health, dental, disability and
life insurance. In addition, Mr. Halberg and Good Samaritan Supply entered into
a Change-in-Control Agreement as of April 29, 1996. If Mr. Halberg is terminated
by Good Samaritan Supply after the occurrence of a Change-in-Control (which
occurred in November 1996 at such time as the Company owned 50.1% of the
outstanding Good Samaritan Supply common stock) other than for certain reasons,
he will be entitled to certain severance payments.
For a discussion of certain transactions between the Company and members of
the Compensation Committee of the Company's Board of Directors and/or their
affiliates, see "Management--Compensation Committee Interlocks and Insider
Participation."
The Company has adopted a policy that future transactions with affiliated
persons or companies will be on terms no less favorable to the Company than
could be obtained from unrelated parties and must be approved by a majority of
disinterested directors.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid to or earned by the
Named Executive Officers for the fiscal year ended December 31, 1996 and the
previous fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2)
- -------------------------------------------------------------- --------- --------- -----------
<S> <C> <C> <C>
Timothy L. Burfield .......................................... 1996 270,250 178,875
President and Chief Executive Officer 1995 263,313 72,450
Charles R. Wallace ........................................... 1996 145,000 84,000
Vice President--Finance, Chief Financial Officer, Treasurer 1995 37,917(1) --
and Secretary
Michael B. Freedman .......................................... 1996 96,250 54,000
Vice President--Business Development 1995 88,333 42,000
J. Jeffrey Gephart ........................................... 1996 96,750 56,774
Vice President--National Sales 1995 91,042 --
</TABLE>
- ------------------------
(1) Mr. Wallace became an employee of the Company in September 1995.
(2) These bonuses were paid in recognition of the Company's performance over the
eighteen-month period ended December 31, 1996.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Company's Compensation Committee, which met three times during the 1996
fiscal year, determines executive officers' salaries, bonuses and other
compensation and administers the Company's Incentive Plan. The members of the
Compensation Committee are James H.S. Cooper and Bryan C. Cressey. Dr. Mark A.
Jerstad served as a member of the Compensation Committee until his death in
March 1997.
COMPENSATION POLICIES APPLICABLE TO EXECUTIVE OFFICERS
The overall compensation program for salaried employees has been designed
and is administered to ensure that employee compensation promotes superior job
performance and the achievement of business objectives. The main policy
objective of executive officer compensation is the maximization of stockholder
value over the long term. The Compensation Committee believes that this can best
be accomplished by an executive compensation program which reflects the
following three principles:
First, base salaries should be sufficient to attract and retain
qualified management talent, without exceeding competitive practices at
similar companies in the long-term care pharmacy market.
Second, annual bonus and incentive programs should provide opportunity
for significant increases in compensation, based on meeting or exceeding
pre-determined Company and individual performance targets.
Third, a substantial portion of total long-term compensation should
reflect performance on behalf of the Company's stockholders, as measured by
increases in the value of the Company's stock.
In the judgment of the Compensation Committee, the performance of the
Company in fiscal 1996 confirms that the compensation program is achieving its
main objective.
8
<PAGE>
BASE SALARY
Annual base salaries of the Named Executive Officers were reviewed by the
Compensation Committee at its September 19, 1996 meeting and adjusted as
appropriate effective October 1, 1996. Following previously stated policies, the
Compensation Committee adjusted salaries based upon competitive salary levels,
performance as measured by both qualitative and quantitative factors and the
potential for making significant contributions to future Company performance.
The Compensation Committee approved salary increases ranging between 7.4% and
28.8% for the Named Executive Officers at its September 19, 1996 meeting.
Although strong overall performance by the Company was a factor in determining
the salary adjustments, the principles stated above were the primary
considerations.
BONUS PLAN
Each of the Named Executive Officers and certain other key personnel of the
Company participate in an executive/management bonus plan. There is a written
bonus plan covering the Chief Executive Officer. The Chief Executive Officer
receives a bonus based on the overall performance and financial results of the
Company, including the Company's achievement of goals pertaining to revenue
growth, cost reductions, improved operating methods, acquisitions and accounting
controls. These factors are weighted and then the Company's fulfillment of these
goals is evaluated. The Chief Executive Officer receives a bonus based on the
Company's overall evaluation. The bonus plan for the Named Executive Officers
has not been formalized in writing. The bonuses for the Named Executive Officers
are recommended by the Chief Executive Officer and then submitted to the
Compensation Committee for its approval. In making recommendations, the Chief
Executive Officer determines how each Named Executive Officer assisted him in
the Company's achievement of its goals.
STOCK INCENTIVES
Under the Company's Incentive Plan, stock options, stock awards and stock
appreciation rights may be granted to the Company's executive officers. The
Compensation Committee determines the number of stock incentives to be granted
based on an officer's job responsibilities and individual performance
evaluation. This approach is designed to encourage the creation of long-term
stockholder value as the Compensation Committee believes that the significant
equity interests in the Company held by the Company's management helps to align
the interests of stockholders and management and maximize stockholder returns
over the long term. Neither the Chief Executive Officer nor the Named Executive
Officers received any stock incentives in fiscal year 1996.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Compensation Committee is directly responsible for determining the Chief
Executive Officer's salary level and for all awards and grants to the Chief
Executive Officer under the incentive components of the compensation program.
The overall compensation package of the Chief Executive Officer is designed to
recognize that the Chief Executive Officer bears primary responsibility for
increasing the value of the Company's stock. Accordingly, a substantial portion
of the Chief Executive Officer's compensation is incentive-based, providing
greater compensation as direct and indirect financial measures of stockholder
value increase. The Chief Executive Officer's compensation is thus structured
and administered to motivate and reward the successful exercise of these
qualities.
The Chief Executive Officer's compensation for fiscal 1996 was directly
related to the overall performance of the Company as measured by financial
criteria, as demonstrated by the significant growth in sales, operating income
and cash flow. In addition, the Chief Executive Officer's compensation reflected
(i) the successful completion of the Company's initial public offering of
6,160,550 shares of Common Stock in the fourth quarter of 1996; (ii) the
continued strong performance of the senior management team;
9
<PAGE>
(iii) the successful negotiation and consummation of several acquisitions; and
(iv) other related qualitative factors.
Based on the foregoing, the Chief Executive Officer's base compensation was
increased by 7.9% to $286,000 annually, commencing October 1, 1996. In addition,
the Chief Executive Officer received a bonus of $178,875 for the eighteen-month
period ended December 31, 1996 under the bonus plan, reflecting the Company's
achievement of its performance goals.
CONCLUSION
Through the programs described above, a very significant portion of the
Company's executive compensation is linked directly to corporate performance. In
fiscal 1996, a substantial amount of the Company's executive compensation
consisted of these performance-based variable elements.
The Compensation Committee has determined that it is unlikely that the
Company would pay any amounts in fiscal 1997 that would result in the loss of a
Federal income tax deduction under Section 162(m) of the Internal Revenue Code
of 1986, as amended, and accordingly, has not recommended that any special
actions be taken or that any plans or programs be revised at this time in light
of such tax law provision.
COMPENSATION COMMITTEE MEMBERS
Bryan C. Cressey
James H.S. Cooper
10
<PAGE>
COMPANY PERFORMANCE
The following graph compares the cumulative total stockholder return on the
Common Stock of American Medserve Corporation from November 13, 1996 (the date
the Common Stock was first offered to the public) through December 31, 1996 with
the cumulative total return on the Nasdaq Stock Market Index and the Nasdaq
Health Services Industry Index (the "Health Care Index"), assuming reinvestment
of all dividends paid during such period. The Company did not pay any dividends
during this period.
The graph assumes an investment of $100 in American Medserve Corporation on
November 13, 1996 and an investment of $100 in the Nasdaq Stock Market Index and
in the Health Care Index on November 13, 1996.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG AMERICAN MEDSERVE CORPORATION, THE NASDAQ STOCK
MARKET INDEX AND THE NASDAQ HEALTH SERVICES INDUSTRY INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ HEALTH SERVICES INDUSTRY
AMERICAN MEDSERVE CORPORATION NASDAQ STOCK MARKET INDEX INDEX
<S> <C> <C> <C>
11/13/96 $100 $100 $100
12/31/96 $86 $103 $101
</TABLE>
THE COMPARISONS IN THIS TABLE ARE REQUIRED BY THE SECURITIES AND EXCHANGE
COMMISSION AND ARE NOT INTENDED TO FORECAST OR BE INDICATIVE OF POSSIBLE FUTURE
PERFORMANCE OF THE COMPANY'S COMMON STOCK. THE STOCK PRICE PERFORMANCE GRAPH
SHALL NOT BE DEEMED TO BE INCORPORATED INTO ANY FILING UNDER THE SECURITIES ACT
OF 1993, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE "EXCHANGE ACT"), NOTWITHSTANDING ANY GENERAL STATEMENT
CONTAINED IN ANY SUCH FILING INCORPORATING THIS PROXY STATEMENT BY REFERENCE,
EXCEPT TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION
BY REFERENCE.
11
<PAGE>
MANAGEMENT
MANAGEMENT AGREEMENTS
Mr. Burfield and the Company entered into a Senior Management Agreement in
December 1993, pursuant to which Mr. Burfield has been employed as President and
Chief Executive Officer of the Company. The Senior Management Agreement provides
for an annual base salary at a rate of $241,500, subject to such increases, but
not decreases, as determined by the Board. If Mr. Burfield is terminated by the
Company other than for cause, Mr. Burfield is entitled to receive payments at
the rate of his annual base salary for a period of six months. Pursuant to the
Senior Management Agreement, in December 1993 the Company sold 485,978
restricted shares of Common Stock to Mr. Burfield, which shares, subject to
certain acceleration events, vest over a seven-year period.
Pursuant to the terms of separate Senior Management Agreements between the
Company and each of Mr. Freedman, Mr. Wallace and Mr. Gephart entered into as of
September 5, 1996, in the event Mr. Freedman's, Mr. Wallace's or Mr. Gephart's
employment is terminated other than for cause, Mr. Freedman, Mr. Wallace or Mr.
Gephart, as the case may be, shall be entitled to six months' notice or, if the
Company determines to immediately terminate Mr. Freedman's, Mr. Wallace's or Mr.
Gephart's employment, Mr. Freedman, Mr. Wallace or Mr. Gephart, as the case may
be, shall be entitled to his annual base salary for six months. Under the Senior
Management Agreements, each of Mr. Freedman's, Mr. Wallace's or Mr. Gephart's
employment periods will continue until his resignation, disability (as
reasonably determined by the Board of Directors or chief executive officer of
the Company) or death or until the Board of Directors of the Company determines
in its good faith judgment that termination of Mr. Freedman's, Mr. Wallace's or
Mr. Gephart's employment is in the best interest of the Company.
EMPLOYEE BENEFIT PLANS
1996 STOCK INCENTIVE PLAN. The Company's Incentive Plan was adopted in
October 1996. The Company has reserved 1,150,000 shares of Common Stock for
issuance under the Incentive Plan. The Incentive Plan is administered by the
Compensation Committee of the Board of Directors. The Committee has the
authority and discretion, subject to the provisions of the Incentive Plan, to
select persons to whom awards will be granted, to designate the number of shares
to be covered by awards, and to establish all other terms and conditions of each
award.
The Incentive Plan provides for the grant of stock options, stock awards and
stock appreciation rights to employees of the Company and its subsidiaries and
to non-employee directors and non-employee consultants and advisors. Options
granted under the Incentive Plan may be qualified or non-qualified stock
options. As of April 30, 1997, options covering 351,404 shares of Company Common
Stock, with an average weighted exercise price of $14.89, have been granted
under the 1996 Stock Incentive Plan.
SUBSIDIARY OPTION PLANS. In October 1995, four of the Company's operating
subsidiaries (Gatti LTC Services, Inc., Williamson Drug Company, Inc., Nihan &
Martin, Inc. and Dixon Pharmacy, Inc.) adopted Stock Option Plans for Executives
and Key Employees (the "Subsidiary Option Plans"). Each Subsidiary Option Plan
is administered by the Board of Directors, or a committee thereof, of the
respective subsidiary. Each Subsidiary Option Plan provides for the grant of
options to purchase common stock of such subsidiary, at an exercise price of not
less than fair market value of such stock, to directors, executives or other key
employees of the subsidiary. Pursuant to the terms of the Subsidiary Option
Plans and in connection with the Offering, the stock options granted pursuant to
the Subsidiary Option Plans were converted to options to purchase Company Common
Stock. The Company has reserved 160,790 shares of Common Stock for issuance
under the Subsidiary Option Plans. As of April 30, 1997, options covering
128,617 shares of Company Common Stock, with an average weighted exercise price
of $6.58 per share, have been granted under the Subsidiary Option Plans.
12
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
PROFESSIONAL SERVICES AGREEMENT. Pursuant to the terms of a Professional
Services Agreement (the "Services Agreement") dated December 3, 1993 between
GTCR IV, L.P. (an affiliate of the GTCR Fund and two principals of the general
partner of which are Bryan C. Cressey, Chairman of the Board of Directors and a
member of the Compensation Committee of the Company's Board of Directors, and
Lee M. Mitchell, a member of the Company's Board of Directors) ("GTCR") and the
Company, GTCR provided the Company with management and financial consulting
services, for which the Company accrued management fees of $4,167 during 1993,
$50,000 during each of 1994 and 1995, and $58,333 during 1996 through October
31, 1996. In addition, pursuant to the terms of the Services Agreement, GTCR was
entitled to 1% of the dollar amount of capital received by the Company upon the
closing of any issuance of debt or equity securities from parties other than
GTCR, its directors, its officers or its employees or the Company's management.
No amounts have been or will be paid to GTCR pursuant to this provision of the
Services Agreement. The Company and GTCR terminated the Services Agreement
effective upon the consummation of the Offering. Simultaneously with the
consummation of the Offering, the Company paid GTCR $450,000 from the proceeds,
of which $162,500 was in payment of accrued but unpaid fees under the Services
Agreement and $287,500 was in exchange for the termination of the Services
Agreement.
AGREEMENT WITH GTCR FUND REGARDING CLASS A COMMON STOCK. Prior to the
Offering, the Company had two classes of common stock, Class A Common Stock and
Class B Common Stock. Pursuant to the terms of the Company's Class A Common
Stock, upon the occurrence of the Offering and from the net proceeds thereof,
the GTCR Fund, as the sole holder of the Class A Common Stock, was entitled to a
preferential cash distribution in the amount of the lesser of (a) 25% of the net
proceeds from the Offering (after deducting all discounts and reasonable
expenses) or (b) the amount of all Unpaid Yield (as defined therein) plus
Unreturned Original Cost (as defined therein) ($22.5 million) with respect to
the Class A Common Stock. Accordingly, the Company paid to the GTCR Fund the
amount of $20,772,419 from the proceeds of the Offering. In addition, upon the
occurrence of future public offerings, the holder of Class A Common Stock would
have otherwise been entitled to additional preferential distributions until the
entire Unpaid Yield and Unpaid Original Cost was paid in full. In August 1996,
the Company and the GTCR Fund entered into an agreement contemplating the GTCR
Fund's relinquishment of any future preferences with respect to the Company's
Class A Common Stock. Pursuant to the agreement, on December 31, 1996, the
Company issued to the GTCR Fund an additional 280,289 shares of Common Stock,
which number of additional shares of Common Stock was obtained by dividing (a)
the then remaining Unpaid Yield and Unreturned Original Cost (giving effect to
the amount thereof paid with the proceeds of the Offering) by (b) $15, the
initial public offering price of shares of Common Stock. Contemporaneously with
the Offering, pursuant to the terms of the Amended and Restated Certificate of
Incorporation, all shares of Class A Common Stock were converted into shares of
Common Stock.
REGISTRATION RIGHTS. The Company and all holders of Common Stock prior to
the Offering have entered into a registration rights agreement (the
"Registration Agreement"), pursuant to which such stockholders have been granted
certain rights with respect to the registration under the Securities Act, for
resale to the public, of their respective Registrable Securities (as defined in
the Registration Agreement). Such stockholders own in the aggregate
approximately 48% of the issued and outstanding Common Stock as of April 30,
1997. The Registration Agreement provides, among other things, that the GTCR
Fund has the right to require the Company to effect as many as three "long-form"
and five "short-form" demand registrations under the Securities Act with respect
to all or a portion of the GTCR Fund's Registrable Securities. Other holders of
Registrable Securities are entitled to include in such demand registrations (and
in primary registrations by the Company) all Registrable Securities with respect
to which the Company has received written requests for inclusion therein,
subject to certain limitations, including priority provisions. The Company has
agreed to bear all reasonable and customary expenses associated with such
registrations (other than underwriters' discounts and commissions).
13
<PAGE>
STOCKHOLDERS AGREEMENT OF THE COMPANY. The Company and all holders of
Common Stock prior to the Offering have entered into an Amended and Restated
Stockholders Agreement, dated as of August 23, 1996 (the "Stockholders
Agreement"), pursuant to which all such holders of Common Stock (other than the
GTCR Fund) have the right to participate on a pro rata basis in any disposition
of shares of Common Stock held by the GTCR Fund, other than dispositions to an
affiliate or sales to the public pursuant to an offering registered under the
Securities Act or pursuant to Rule 144 under the Securities Act.
NOMINATING AGREEMENT. On October 9, 1996, the Company and the GTCR Fund
entered into an agreement pursuant to which, upon the request of the GTCR Fund,
the Company will take all necessary and desirable actions within its control to
expand the size of the Board to seven members and to nominate a representative
of the GTCR Fund for election to the Board. This agreement terminates at such
time as the GTCR Fund owns less than 15% of the Company's voting stock on a
fully-diluted basis.
FINANCIAL ADVISORY FEES. Pursuant to a letter agreement, dated as of
February 23, 1996, as amended (the "Equitable Agreement"), Equitable Securities
Corporation ("Equitable") has provided the Company with certain strategic and
financial advisory services. Mr. James H.S. Cooper, a Director of the Company
and a member of the Compensation Committee of the Company's Board of Directors,
is a Managing Director of Equitable. For such strategic and advisory investment
banking services, the Company paid Equitable a retainer fee in the amount of
$25,000. In the event the Company utilizes the services of Equitable in
connection with any acquisition, Equitable will receive a transaction fee in an
amount mutually agreed to in advance of such transaction, based on the size and
complexity of the contemplated acquisition.
The Equitable Agreement (which terminated on December 31, 1996) provided
that Equitable shall receive any amounts due and owing to it in the event that a
transaction with respect to which Equitable has provided advisory services
closes on or before June 30, 1997.
BRIDGE LOAN GUARANTY. In August 1996, the GTCR Fund guaranteed repayment by
the Company of its indebtedness under a bridge loan in the amount of $5,000,000
(the "GTCR Guaranty"). Pursuant to a Reimbursement and Conversion Rights
Agreement (the "Reimbursement Agreement") between the Company and the GTCR Fund,
the Company, subject to certain conditions, agreed to reimburse the GTCR Fund
for payments made by the GTCR Fund under the GTCR Guaranty by either (i) paying
cash or other monetary reimbursement to the GTCR Fund or (ii) issuing shares of
the Company's Common Stock to the GTCR Fund, the form of such reimbursement to
be at the election of the GTCR Fund. If the Company was required to reimburse
the GTCR Fund under the Reimbursement Agreement and the GTCR Fund elected to be
reimbursed in shares of the Company's Common Stock, the number of shares that it
would receive would be computed pursuant to a formula set forth in the
Reimbursement Agreement. The Company repaid the bridge loan out of the proceeds
of the Offering and the obligations of the Company under the Reimbursement
Agreement terminated.
DIRECTOR STOCK ISSUANCES. In September 1996, the Company issued to each of
James H.S. Cooper (a Director of the Company and member of the Compensation
Committee of the Company's Board of Directors) and Mark A. Jerstad (a former
Director of the Company and former member of the Compensation Committee of the
Company's Board of Directors) 11,853 shares of Common Stock for an aggregate
consideration of $16,756 (or $1.41 per share of Common Stock), of which $1,676
was paid in cash and $15,080 was paid by delivery to the Company of a promissory
note. See "Certain Transactions--Company Common Stock Issuances" for a
discussion of certain transfer restrictions to which such shares are subject.
14
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company's executive
officers and directors, and beneficial owners of 10% or more of the Company's
stock file initial reports of ownership and of changes of ownership with the
Securities and Exchange Commission and the NASDAQ Stock Market. Executive
officers, directors and 10% beneficial owners are required by securities
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that all filing requirements were met during
fiscal year 1996, except that initial Forms 3 with respect to Timothy L.
Burfield, Charles C. Halberg, Mark Jerstad, James H.S. Cooper, Bryan C. Cressey,
Lee M. Mitchell, Michael B. Freedman, Charles R. Wallace, J. Jeffrey Gephart,
the GTCR Fund, GTCR IV, L.P. and Golder, Thoma, Cressey, Rauner, Inc., Forms 4
with respect to GTCR IV, L.P. and Golder, Thoma, Cressey, Rauner, Inc. and a
Form 5 with respect to Charles C. Halberg, were inadvertently filed after the
date on which such forms were required to be filed with the Securities and
Exchange Commission.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the Company's proxy
statement relating to the 1998 Annual Meeting must be received at the Company's
offices, addressed to the attention of the Secretary, not later than December
31, 1997. The Company's by-laws require that a stockholder's notice set forth,
as to each matter the stockholder proposes to bring before the Annual Meeting,
(i) a brief description of the business desired to be brought before the Annual
Meeting, (ii) the name and address, as they appear on the Company's stockholder
records, of the stockholder proposing such business, (iii) the class and number
of shares of the Company that are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business. In addition, any
stockholder proposal must comply with Rule 14a-8 of Regulation 14A of the proxy
rules of the Securities and Exchange Commission.
ADDITIONAL INFORMATION
The expenses in connection with the solicitation of proxies will be borne by
the Company. Solicitation will be made by mail, but may also be made by
telephone or personal call by officers, directors or employees of the Company
who will not be specially compensated for such solicitation. The Company may
request brokerage houses and other nominees or fiduciaries to forward copies of
the Company's proxy statement and Annual Report to Stockholders to beneficial
owners of stock held in their names and the Company may reimburse them for
reasonable out-of-pocket expenses incurred in doing so.
By Order of the Board of Directors
Charles R. Wallace
SECRETARY
15
<PAGE>
AMERICAN MEDSERVE CORPORATION
PROXY CARD
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Timothy L. Burfield and
Charles R. Wallace, and each of them, true and lawful agents and proxies of the
undersigned, with full power of substitution, to represent the undersigned and
to vote all shares of stock which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of American Medserve Corporation to be held on
June 12, 1997, and at any and all adjournments and postponements thereof, on all
matters before such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. HOWEVER, IF NO
VOTE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES FOR DIRECTOR; AND
"FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS; ALL OF WHICH MATTERS ARE MORE FULLY DESCRIBED IN THE PROXY STATEMENT
OF WHICH THE UNDERSIGNED STOCKHOLDER ACKNOWLEDGES RECEIPT.
THIS PROXY GRANTS DISCRETIONARY AUTHORITY TO VOTE ON SUCH OTHER MATTERS THAT
MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
<PAGE>
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR each proposal. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
<TABLE>
<C> <S> <C> <C> <C>
1. Election of Directors.
Nominee: Timothy L. Burfield FOR WITHHELD
/ / / /
Nominee: Charles C. Halberg FOR WITHHELD
/ / / /
2. Ratification of the appointment of FOR AGAINST ABSTAIN
Ernst & Young LLP as independent / / / / / /
auditors.
3. In the discretion of the proxies named herein, the proxies are authorized to
vote upon other matters as may properly come before the meeting or any
adjournment thereof.
</TABLE>
The signer hereby revokes all
proxies heretofore given by the
signer to vote at said meeting or
any adjournments thereof.
----------------------------------
Signature(s)
----------------------------------
Date
NOTE: Please sign exactly as name
appears hereon. Joint owners
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.
