<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. ______)
Under the Securities Exchange Act of 1934
NovaCare Employee Services, Inc.
------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
------------------------------------------------------------
(Title of Class of Securities)
66986 Q10
------------------------------------------------------------
(CUSIP Number)
Gregory M. Case
Plato Holdings, Inc.
455 South Gulph Road, Suite 410
King of Prussia, PA 19406
(610) 265-0286
------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Louis A. Goodman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
(617) 573-4800
September 21, 1999
------------------------------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Plato Holdings, LLC
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO; HC
_________________________________________________________________
2
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Plato Holdings, Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
AF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 19,400,000
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,400,000 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
64.1%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO; HC
_________________________________________________________________
3
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New Plato Acquisition, Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
AF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 19,400,000
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 19,400,000
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,400,000 (See Item 5)
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
64.1%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
4
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fidelity Ventures Limited
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
5
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fidelity Investors II Limited Partnership
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
6
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The P/A Fund III, L.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
7
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APA Excelsior V, L.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
8
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Patricof Private Investment Club II, L.P.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
9
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CUSIP No. 66986 Q10
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AFLAC Incorporated
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
N/A
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF -0-
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON -0-
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
-0-
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
10
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, $0.01 par value per share (the "Common Stock"), of NovaCare
Employee Services, Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of NESI are located at Valley Forge Corporate Center, 2621 Van
Buren Avenue, Norristown, Pennsylvania 19403.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f)
This statement is being jointly filed by the following persons
(collectively, the "Reporting Persons") pursuant to Rule 13d-1(f) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"):
(1) Plato Holdings, LLC ("Plato LLC"), a newly organized Delaware limited
liability company formed in connection with the Offer and the Merger
(as defined herein), as holder of all of the outstanding capital
stock of Plato Holdings, Inc. Plato LLC has a principal business
address of 455 South Gulph Road, Suite 410, King of Prussia,
Pennsylvania 19406 and has not carried on any activities other than in
connection with the Offer and Merger (as such items are defined in
Item 3 and Item 4, respectively). Information with respect to the
members of Plato LLC is set forth on Schedule I attached hereto.
(2) Plato Holdings, Inc. ("Plato Holdings"), a newly organized Delaware
corporation formed in connection with the Offer and the Merger (as
defined herein), as beneficial owner of 19,400,000 shares of the
Common Stock and holder of all the outstanding capital stock of New
Plato Acquisition, Inc. Plato Holdings has a principal business
address of 455 South Gulph Road, Suite 410, King of Prussia,
Pennsylvania 19406 and has not carried on any activities other than in
connection with the Offer and Merger. Information with respect to the
directors and executive officers of Plato Holdings is set forth on
Schedule I attached hereto.
(3) New Plato Acquisition, Inc. ("New Plato"), a newly organized Delaware
corporation formed in connection with the Offer and the Merger (as
defined herein), as beneficial owner of 19,400,000 shares of the
Common Stock. New Plato has a principal business address of 455 South
Gulph Road, Suite 410, King of Prussia, Pennsylvania 19406 and has not
carried on any activities other than in connection with the Offer and
Merger. Information with respect to the directors and executive
officers of New Plato is set forth on Schedule I attached hereto.
(4) Fidelity Ventures Limited ("FVL"), a Massachusetts limited partnership
and a private equity concern, as holder of 26.9% of
11
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the outstanding equity interests of Plato LLC. FVL has a principal
business address of 82 Devonshire Street, Boston, Massachusetts
02109. Information with respect to the partners of FVL and its
directors and executive officers is set forth on Schedule I attached
hereto.
(5) Fidelity Investors II Limited Partnership ("FILP"), a Delaware limited
partnership and private equity fund, as holder of 13.5% of the
outstanding equity interests of Plato LLC. FILP has a principal
business address of 82 Devonshire Street, Boston, Massachusetts 02109.
Information with respect to the general partner of FILP and its
directors and executive officers is set forth on Schedule I attached
hereto.
(6) The P/A Fund III, L.P. (the "P/A Fund"), a Pennsylvania limited
partnership and private investment fund, as holder of 6.75% of the
outstanding equity interests of Plato LLC. The P/A Fund has a
principal business address of 455 South Gulph Road, Suite 410, King of
Prussia, Pennsylvania 19406. Information with respect to the general
partners of the P/A Fund and their respective directors and
executive officers is set forth on Schedule I attached hereto.
(7) APA Excelsior V, L.P. ("APA Excelsior"), a Delaware limited
partnership and private investment fund, as holder of 33.37% of the
outstanding equity interests of Plato LLC. APA Excelsior has a
principal business address c/o Patricof & Co. Ventures, Inc., 445 Park
Avenue, New York, New York 10022. Information with respect to the
general partner of APA Excelsior and its directors and executive
officers is set forth on Schedule I attached hereto.
(8) The Patricof Private Investment Club II, L.P. ("PPIC"), a Delaware
limited partnership and private investment fund, as holder of 0.28% of
the outstanding equity interests of Plato LLC. PPIC has a principal
business address c/o Patricof & Co. Ventures, Inc., 445 Park Avenue,
New York, New York 10022. Information with respect to the general
partner of PPIC and its directors and executive officers is set forth
on Schedule I attached hereto.
(9) AFLAC Incorporated ("AFLAC"), a Georgia corporation engaged in the
insurance business, as holder of 19.2% of the outstanding equity
interests of Plato LLC. AFLAC has a principal business address of
1932 Wynnton Road, Columbus, Georgia 31999. Information with
respect to the directors and executive officers of AFLAC is set forth
on Schedule I attached hereto.
FVL, FILP, the P/A Fund, APA Excelsior, PPIC and AFLAC are sometimes
referred to, collectively, as the "Equity Investors."
12
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The Reporting Persons have entered into a Joint Filing Agreement dated
as of September 30, 1999, a copy of which is attached hereto as Exhibit A and
incorporated herein by reference, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions of Rule
13d-1(f)(1) under the Exchange Act.
(d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of their managers, partners, executive officers or directors has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) None of the Reporting Persons or, to the knowledge of the Reporting Persons,
any of their managers, partners, executive officers or directors have been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years as a result of which any such person was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 15, 1999, Plato Holdings and New Plato commenced a tender
offer (the "Offer") for all of the outstanding Common Stock at a purchase price
of $2.50 per share (the "Offer Price"). The Tender Offer Statement on Schedule
14D-1 of Plato Holdings and New Plato is Exhibit B hereto and is incorporated
herein by reference.
In connection with the Offer, Plato Holdings, New Plato, NC Resources,
Inc., a Delaware corporation and holder of record of 19,400,000 shares of the
Common Stock to be purchased by New Plato in connection with the Offer, and
NovaCare, Inc., a Delaware corporation and holder of all of the outstanding
stock of NC Resources, Inc., entered into a Stockholder Agreement, dated as of
September 8, 1999 (the "Stockholder Agreement").
The Stockholder Agreement is Exhibit C hereto and is incorporated
herein by reference. Pursuant to the Stockholder Agreement, NC Resources, Inc.
agreed (i) to tender the Common Stock held by it (the "Covered Shares") to New
Plato in the Offer and (ii) to grant Plato Holdings a proxy with respect to the
voting of the Covered Shares. The total price to be paid for the Covered Shares
in the Offer is $48,500,000, which is based on the purchase of 19,400,000 shares
of Common Stock at the Offer Price.
New Plato will obtain the funds to purchase the Covered Shares as a
contribution to capital from Plato Holdings. Plato Holdings will obtain its
funds from Plato LLC. Plato LLC will obtain its funds from the Equity Investors
who will obtain their funds as follows: (i) FVL and FILP will obtain their
funds from cash on hand, (ii) the P/A Fund, APA Excelsior and PPIC will obtain
their funds from investors in their respective funds and (iii) AFLAC will obtain
its funds from cash on hand.
13
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
New Plato obtained the right to acquire the securities of the Issuer,
and Plato Holdings obtained the right to vote these securities, pursuant to the
Stockholder Agreement, through a grant of an option which became exercisable on
September 21, 1999 to purchase the Covered Shares. Under Rule 13d-3(d)(1) of the
Exchange Act, the grant of this presently exercisable option to Plato Holdings
and New Plato constitutes beneficial ownership of the Covered Shares. The
Stockholder Agreement was executed in connection with the Offer and the
Agreement and Plan of Merger, dated as of September 8, 1999, which is Exhibit D
hereto and is incorporated herein by reference, by and among Plato Holdings, New
Plato and the Issuer (the "Merger Agreement"). Subject to the terms and
conditions of the Merger Agreement, if New Plato acquires a majority of the
Common Stock, the Issuer and New Plato will consummate a merger (the "Merger")
pursuant to which New Plato will be merged with and into the Issuer and the
Issuer will be the surviving corporation.
The purpose of the Offer and the Merger is to enable Plato Holdings to
acquire control of, and the entire equity interest in, the Issuer. The Offer is
being made pursuant to the Merger Agreement and is intended to increase the
likelihood that the Merger will be effected. The purpose of the Merger is to
acquire all of the outstanding Common Stock not purchased pursuant to the Offer.
The transaction is structured as a merger in order to ensure the acquisition by
Plato Holdings of all the Common Stock outstanding.
If the Merger is consummated, Plato Holdings' common equity interest
in the Issuer would increase to 100% and Plato Holdings would be entitled to all
benefits resulting from that interest. These benefits include complete
management and control with regard to the future conduct of the Issuer's
business and the right to any increase in its value. Similarly, Plato Holdings
will also bear the risk of any losses incurred in the operation of the Issuer
and any decrease in the value of the Issuer.
If New Plato acquires control of the Issuer, Plato Holdings and New
Plato intend to conduct a detailed review of the Issuer and its assets,
corporate structure, capitalization, operations, properties, policies,
management and personnel and to consider and determine what, if any, changes
would be desirable in light of the circumstances which then exist. Such changes
could include, among other things, changes in the Issuer's business, corporate
structure, certificate of incorporation, by-laws, capitalization, management or
dividend policy.
The Merger Agreement provides that, promptly after the purchase by
Plato Holdings or any of its subsidiaries of at least a majority of the then
outstanding shares of the Common Stock, Plato Holdings has the right to
designate such number of directors rounded up to the next whole number, on the
Issuer's Board of Directors as is equal to the product of the total number of
directors on the Issuer's Board of Directors (giving effect to
14
<PAGE>
the directors designated by Plato Holdings) multiplied by the percentage that
the number of shares of Common Stock beneficially owned by New Plato, Plato
Holdings or any of their affiliates (including such shares as are accepted for
payment pursuant to the Offer) bears to the total number of shares of Common
Stock then outstanding (on a fully diluted basis). The Merger Agreement provides
that the directors of New Plato and the officers of the Issuer at the effective
time of the Merger will be the initial directors and officers, respectively, of
the surviving corporation.
New Plato or an affiliate of New Plato may, following the consummation
or termination of the Offer, seek to acquire additional shares through open
market purchases, privately negotiated transactions, a tender offer or exchange
offer or otherwise, upon such terms and at such prices as it shall determine,
which may be more or less than the price to be paid pursuant to the Offer. New
Plato and its affiliate also reserve the right to dispose of any or all shares
acquired by them, subject to the terms of the Merger Agreement.
The purchase of the Common Stock by New Plato pursuant to the Offer
will reduce the number of shares of the Common Stock that might otherwise trade
publicly and will reduce the number of holders of the Common Stock, which,
depending upon the number of shares so purchased, could adversely affect the
liquidity and market value of the remaining shares held by the public.
Depending upon the number of shares of the Common Stock purchased
pursuant to the Offer, the Common Stock may no longer meet the requirements for
continued inclusion in the Nasdaq National Market, which requires that there be
at least 1,100,000 shares publicly held by at least 400 round lot holders, with
a market value of at least $15,000,000. Shares held directly or indirectly by
directors, officers or beneficial owners of more than 10% of the Common Stock
are not considered as being publicly held for this purpose. If the Nasdaq
National Market were to cease to publish quotations for the Common Stock, it is
possible that the Common Stock would continue to trade in the over-the-counter
market and that prices or other quotations would be reported by other sources.
The extent of the public market for the Common Stock and the availability of
such quotations would depend upon such factors as the number of stockholders
and/or the aggregate market value of such securities remaining at such time, the
interest in maintaining a market in the Common Stock on the part of securities
firms, the possible termination of registration under the Exchange Act (as
described below) and other factors.
The Common Stock is currently registered under the Exchange Act.
Registration of the Common Stock under the Exchange Act may be terminated upon
application of the Issuer to the Commission if the Common Stock is neither
listed on a national securities exchange nor held by 300 or more holders of
record.
15
<PAGE>
New Plato may seek delisting of the Common Stock from the Nasdaq
National Market and the termination of the registration of the Common Stock
under the Exchange Act as soon after the completion of the Offer as the
requirements for such delisting and termination are met. If the Nasdaq National
Market listing and the Exchange Act registration of the Common Stock are not
terminated prior to the Merger, then the Common Stock will be delisted from the
Nasdaq National Market and the registration of the Common Stock under the
Exchange Act will be terminated following the consummation of the Merger.
Except as discussed herein, the Reporting Persons have no current
plans or proposals which relate to or would result in any of the following:
(a) the acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the issuer or
of any of its subsidiaries;
(d) any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the issuer;
(f) any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes
in its investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
(h) causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or
(j) any action similar to any of those enumerated above.
16
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Plato Holdings and New Plato beneficially
own 19,400,000 shares of Common Stock.
(b) Pursuant to the Stockholder Agreement: (i) Plato Holdings and New
Plato share the power to vote and to direct the vote of the 19,400,000 shares of
Common Stock beneficially owned by them and (ii) New Plato has the sole power to
dispose or to direct the disposition of the 19,400,000 shares of Common Stock
beneficially owned by it.
(c) Except as described herein, neither Plato Holdings nor New Plato
has effected any transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3 and Item 4 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Concurrently with the execution and delivery of the Merger Agreement,
Plato Holdings, New Plato and the Issuer also entered into a Short Form Merger
Option Agreement, dated as of September 8, 1999 (the "Short Form Merger Option
Agreement"). The Short Form Merger Option Agreement is Exhibit E hereto and is
incorporated herein by reference. The Short Form Merger Option Agreement gives
New Plato an irrevocable option to purchase up to that number of newly issued
shares of the Common Stock (the "Option Shares") equal to the number of shares
of the Common Stock that, when added to the number of shares of the Common Stock
owned by New Plato and its affiliates immediately following consummation of the
Offer, shall constitute 90% of the shares of the Common Stock then outstanding
on a fully diluted basis (after giving effect to the issuance of the Option
Shares) for a price per Option Share equal to the Offer Price. The number of
Option Shares shall not, however, exceed 19.9% of the shares of the Common Stock
outstanding on the date of the Short Form Merger Option Agreement. The option
may be exercised at any time after the acceptance for payment by New Plato of
shares of Common Stock pursuant to the Offer.
In connection with the Offer and the Merger, the Issuer, NovaCare,
Inc. and the Equity Investors executed an Exclusivity Agreement dated as of
August 16, 1999 (the "Exclusivity Agreement"). The Exclusivity Agreement is
Exhibit F hereto and is incorporated herein by reference. Under the terms of the
Exclusivity Agreement, which expired upon the execution of the Merger Agreement,
the Issuer and NovaCare, Inc. agreed
17
<PAGE>
that neither they nor any of their subsidiaries or affiliates would, directly or
indirectly, encourage, solicit or initiate any inquiry, proposal or offer, or
participate in or initiate discussions or negotiations with, or provide any
information to, any person or group other than the Equity Investors concerning
(i) any proposal or offer for a merger, share exchange, consolidation or similar
transaction involving the Issuer or any subsidiary of the Issuer or (ii) any
proposal or offer to acquire any equity interest in, or outside the ordinary
course of business consistent with past practice, any of the assets of, the
Issuer or any subsidiary of the Issuer other than the transactions contemplated
by the Merger Agreement. During the term of the Exclusivity Agreement, the
Issuer and NovaCare, Inc. also agreed to immediately notify the Equity Investors
of the existence of any such proposal, discussion, negotiation or inquiry
received by either of them and to provide the Equity Investors with the relevant
terms thereof.
Except for the agreements described in this Schedule 13D, to the best
knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Joint Filing Agreement dated as of September 30, 1999
among the Reporting Persons.
Exhibit B: Tender Offer Statement on Schedule 14D-1 filed by Plato
Holdings and New Plato with the Commission on September
15, 1999./1/
Exhibit C: Stockholder Agreement dated as of September 8, 1999,
among Plato Holdings, New Plato, NC Resources, Inc.
and NovaCare, Inc./2/
Exhibit D: Agreement and Plan of Merger, dated as of September 8,
1999, by and among Plato Holdings, New Plato and the
Issuer./3/
- -----------------------------
/1/ Incorporated herein by reference.
/2/ Incorporated herein by reference to Exhibit (C)(2) to the Tender Offer
Statement on Schedule 14-1 filed by Plato Holdings and New Plato with the
Commission on September 15, 1999.
/3/ Incorporated herein by reference to Exhibit (C)(1) to the Tender Offer
Statement on Schedule 14D-1 filed by Plato Holdings and New Plato with the
Commission on September 15, 1999.
18
<PAGE>
Exhibit E: Short Form Merger Option Agreement, dated as of
September 8, 1999, among Plato Holdings, New Plato and
the Issuer./3/
Exhibit F: Exclusivity Agreement, dated as of August 16, 1999 by
and among the Issuer, NovaCare, Inc. and the Equity
Investors./4/
Exhibit G: Power of Attorney dated September 30, 1999 granted by
Plato LLC, Plato Holdings, New Plato, Fidelity Ventures
Limited and Fidelity Investors II Limited Partnership
in favor of [Eric Lass].
Exhibit H: Power of Attorney dated September 30, 1999 granted by
The P/A Fund III, L.P., APA Excelsior V, L.P., and The
Patricof Private Investment Club II, L.P. in favor of
Gregory M. Case and Michael Poisel.
Exhibit I: Power of Attorney dated September 30, 1999 granted by
AFLAC Incorporated in favor of Kriss Cloniger.
- ------------------------------
/3/ Incorporated herein by reference to Exhibit (C)(3) to the Tender Offer
Statement on Schedule 14D-1 filed by Plato Holdings and New Plato with the
Commission on September 15, 1999.
/4/ Incorporated herein by reference to Exhibit (C)(7) to the Tender Offer
Statement on Schedule 14D-1 filed by Plato Holdings and New Plato with the
Commission on September 15, 1999.
19
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each such person certifies that the information set forth in
this statement is true, complete and correct.
PLATO HOLDINGS, LLC
Date: September 30, 1999 By: /s/ George Hertz
-----------------------------------------
Name: George Hertz
Title: Manager
PLATO HOLDINGS, INC.
Date: September 30, 1999 By: /s/ George Hertz
-----------------------------------------
Name: George Hertz
Title: Vice President
NEW PLATO ACQUISITION, INC.
Date: September 30, 1999 By: /s/ George Hertz
------------------------------------------
Name: George Hertz
Title: Vice President
FIDELITY VENTURES LIMITED
By: Fidelity Capital Associates, Inc.,
its General Partner
Date: September 30, 1999 By: /s/ George Hertz
-----------------------------------------
Name: George Hertz
Title: Managing Director
20
<PAGE>
FIDELITY INVESTORS II LIMITED PARTNERSHIP
By: Fidelity Investors Management, LLC,
its General Partner
Date: September 30, 1999 By: /s/ Donald S. Heaton
----------------------------------------
Name: Donald S. Heaton
Title: Vice President
THE P/A FUND III, L.P.
By: APA Pennsylvania Partners III, L.P.,
its General Partner
By: Patricof & Co. Managers, Inc.,
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
-----------------------------------------
Name: Gregory M. Case
Title: Vice President
APA EXCELSIOR V, L.P.
By: APA Excelsior V Partners, L.P.
its General Partner
By: Patricof & Co. Managers, Inc.,
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
-----------------------------------------
Name: Gregory M. Case
Title: Vice President
21
<PAGE>
THE PATRICOF PRIVATE INVESTMENT CLUB II, L.P.
By: APA Excelsior V Partners, L.P.,
its General Partner
By: Patricof & Co. Managers, Inc.,
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
-----------------------------------------
Name: Gregory M. Case
Title: Vice President
AFLAC INCORPORATED
Date: September 30, 1999 By: /s/ Kriss Cloninger III
----------------------------------------
Name: Kriss Cloninger III
Title: Executive Vice President, Treasurer
and Chief Financial Officer
22
<PAGE>
SCHEDULE I
1. Directors, Executive Officers and Managers of New Plato, Plato Holdings and
Plato LLC. The following table sets forth the name and present principal
occupation or employment of the directors, executive officers and managers, as
applicable, of New Plato, Plato Holdings and Plato LLC. Each such person is a
citizen of the United States. None of the individuals set forth below has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years. None of the individuals set forth
below has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five years as a result of which
any such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<C> <S>
Gregory M. Case.................. Mr. Case is president and a director of New
Plato and Plato Holdings and a manager of
Plato LLC. Mr. Case has held these positions
since August 1999. Mr. Case is also a
Managing Director of Patricof & Co.
Ventures, Inc. and has held this position
for the last five years. Mr. Case's
principal business address is 455 South
Gulph Road, King of Prussia, PA 19406.
George Hertz..................... Mr. Hertz is vice president, treasurer,
secretary and a director of New Plato and
Plato Holdings and a manager of Plato LLC.
Mr. Hertz has held these positions since
August 1999. Mr. Hertz is a managing
director of Fidelity Ventures, the venture
capital arm of FMR Corp. and has held this
position since August 1999. Mr. Hertz has
been vice president of Fidelity Capital
Associates, Inc. since June 1997. Mr.
Hertz's principal business address is 82
Devonshire Street, Boston, MA 02109.
Eric Lass........................ Mr. Lass is vice president and assistant
secretary of new Plato and Plato Holdings
and has held these positions since August
1999. Since March 1999, Mr. Lass has also
been a vice president of Fidelity Ventures.
Mr. Lass' principal business address is 82
Devonshire Street, Boston, MA 02109.
Michael Poisel................... Mr. Poisel is vice president and assistant
secretary of New Plato and Plato Holdings
and has held these positions since August
1999. Mr. Poisel's principal business
address is 455 South Gulph Road, King of
Prussia, PA 19406.
</TABLE>
2. Directors, Executive Officers and Partners of the Equity Investors. Plato
Holdings is owned by the Equity Investors. Set forth below is the name and
present principal occupation or employment of the directors, executive officers
and partners, as applicable, of each of the Equity Investors and certain other
related entities.
a. Partners of Fidelity Ventures Limited ("FVL"). FVL, a private equity
concern, is a limited partnership of which Fidelity Capital Associates,
Inc. ("FCA") is the general partner and a wholly owned subsidiary of FMR
Corp., a diversified financial services company. FMR Corp. is the limited
partner of FVL and holds a majority interest in FVL. The following table
sets forth the name and present principal occupation or employment, and
material occupations, positions, offices or employment for the past five years
of the directors and executive officers of FCA and FMR Corp. Each person is a
citizen of the United States (except Mr. Kelly, who is a citizen of Canada),
with a principal business address of 82 Devonshire Street, Boston, MA 02109.
None of the individuals set forth below has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years. None of the individuals set forth below has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years as a result of which any such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
I-1
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<C> <S>
FCA
William R. Elfers................ Mr. Elfers is vice president of FCA and has
held this position since December 1995.
Since 1990, Mr. Elfers has also been a
managing director of Fidelity Ventures and
chairman and chief executive officer of
Community Newspaper Company.
George K. Hertz.................. Mr. Hertz is a managing director of
Fidelity Ventures and has held this
position since June 1997. Mr. Hertz has
been a vice president of FCA since August
1999.
Timothy T. Hilton................ Mr. Hilton is president and a director of
FCA and has held these positions since July
1997. Mr. Hilton has been president of
Fidelity Ventures since January 1999.
Robert E. Ketterson Jr........... Mr. Ketterson is vice president of FCA and
has held this position since June 1998.
Since May 1996, Mr. Ketterson has also been
vice president of Fidelity Ventures.
Peter Mann....................... Mr. Mann is vice president of FCA and has
held this position since July 1998.
Stephen G. Manning............... Mr. Manning is chief financial officer and
vice president of FCA and has held these
positions since June 1999.
Paul L. Mucci.................... Mr. Mucci is vice president of FCA and has
held this position since December 1995.
John J. Remondi.................. Mr. Remondi is vice president and a
director of FCA and has held these
positions since December 1995. Mr. Remondi
has also been president of Fidelity
Investors Management LLC since May 1998 and
a managing director of Fidelity Ventures
since April 1990.
Laurel M. Watts.................. Ms. Watts has been vice president of FCA
since December 1995 and chief
administrative officer of Fidelity Capital
since May 1998. Prior to that time, and
since 1993, Ms. Watts has been a managing
director of Fidelity Capital.
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<C> <S>
FMR Corp.
Stephen P. Akin.................. Mr. Akin is president of Fidelity Capital
and has served in this position since
January 1999.
J. Gary Burkhead................. Mr. Burkhead is the vice chairman and a
director of FMR Corp. and has held these
positions since April 1997 and February
1990, respectively.
William L. Byrnes................ Mr. Byrnes is a director of FMR Corp. and
has held this position since October 1972.
James C. Curvey.................. Mr. Curvey has been president and chief
operating officer of FMR Corp. since
September 1998 and June 1997, respectively.
Mr. Curvey has been a director of FMR Corp.
since February 1990.
Steven E. Elterich............... Mr. Elterich has served as president of
Fidelity E-Commerce since September 1999.
Ilene B. Jacobs.................. Ms. Jacobs is executive vice president,
human resources of FMR Corp. and has held
this position since October 1998.
Abigail P. Johnson............... Ms. Johnson is a director of FMR Corp. and
has held this position since May 1994.
Since May 1997, Ms. Johnson has also been
senior vice president and associate
director of Fidelity Management & Research
Company.
Edward C. Johnson 3d............. Mr. Johnson has been chairman of the board
and chief executive officer of FMR Corp.
since 1977 and a director since 1972.
Stephen P. Jonas................. Mr. Jonas is executive vice president and
chief financial officer of FMR Corp. and
has held these positions since May 1998.
</TABLE>
I-3
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<C> <S>
Timothy T. Hilton................ Mr. Hilton is president of Fidelity
Ventures and has held this position since
January 1999.
Kevin J. Kelly................... Mr. Kelly is president of Fidelity
Investments Institutional Services Company,
Inc. and has served in that position since
1997.
Mark A. Peterson................. Mr. Peterson is president of Fidelity
Corporate Systems and Services. He has held
this position since 1997.
Robert C. Pozen.................. Mr. Pozen is president of Fidelity
Management & Research Company and has held
this position since April 1997.
Robert L. Reynolds............... Mr. Reynolds is president of Fidelity
Investments Institutional Retirement Group.
He has held this position since March 1996.
Roger T. Servison................ Mr. Servison has been president of Fidelity
Brokerage Services Japan, LLC since October
1996.
David C. Weinstein............... Mr. Weinstein is executive vice president
and chief of administration and government
affairs of FMR Corp. and has held these
positions since May 1998.
George A. Vanderheiden........... Mr. Vanderheiden is a director of FMR Corp.
and has held this position since March
1997. Since October 1989, Mr. Vanderheiden
has also been senior vice president of
Fidelity Management & Research Company.
</TABLE>
I-4
<PAGE>
b. Partners of Fidelity Investors II Limited Partnership ("FILP"). FILP, a
private equity fund, is a limited partnership of which Fidelity Investors
Management, LLC ("FIM") is the general partner. The following table sets forth
the name and present principal occupation or employment of the directors and
executive officers of FIM. Each person is a citizen of the United States with
a principal business address of 82 Devonshire Street, Boston, MA 02109. None
of the individuals set forth below has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years. None of the individuals set forth below has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
during the last five years as a result of which any such person was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<C> <S>
James C. Curvey.................. Mr. Curvey is a director of FIM and has
held this position since May 1998. Mr.
Curvey has also been president and chief
operating officer of FMR Corp. since
September 1998 and June 1997, respectively
and a director since February 1990.
Donald S. Heaton................. Mr. Heaton is vice president and treasurer
of FIM and has held these positions since
May 1998. Since February 1999, Mr. Heaton
has also been senior vice president,
finance of Fidelity Ventures.
Timothy T. Hilton................ Mr. Hilton is a director of FIM and has
held this position since May 1998. Mr.
Hilton has also been president of Fidelity
Ventures since January 1999.
Edward C. Johnson 3d............. Mr. Johnson is chairman of the board of FIM
and has held this position since May 1998.
Mr. Johnson has also been chairman of the
board and chief executive officer of FMR
Corp. since 1977 and a director since 1972.
John J. Remondi.................. Mr. Remondi is president of FIM and has
held this positions since May 1998. Mr.
Remondi is also a managing director of
Fidelity Ventures and has held this
position since April 1990. Since December
1995, Mr. Remondi has also been vice
president of FCA.
David C. Weinstein............... Mr. Weinstein is vice president of FIM and
has held this position since May 1998. Mr.
Weinstein is also executive vice president
and chief of administration and government
affairs of FMR Corp. and has held these
positions since May 1998.
</TABLE>
I-5
<PAGE>
c. APA Excelsior V, L.P. APA Excelsior V, L.P. is a Delaware limited
partnership and its principal business is acting as a private investment
fund. Its business address is: c/o Patricof & Co. Ventures, Inc., 445 Park
Avenue, New York, NY 10022.
The general partner of APA Excelsior V, L.P. is APA Excelsior V Partners,
L.P., a Delaware limited partnership. Its principal business is acting as
the general partner of private investment funds. Its business address is:
72 Davids Lane, East Hampton, NY 11937.
The general partner of APA Excelsior V Partners, L.P. is Patricof & Co.
Managers, Inc., a New York corporation. Its principal business is acting as
the general partner of general partners of private investment funds. Its
business address is: 445 Park Avenue, New York, NY 10022.
The sole director and executive officers of Patricof & Co. Managers, Inc.
are listed below:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Alan J. Patricof................... Sole Director and Chairman of the Board
Gregory M. Case.................... Vice President
Robert M. Chefitz.................. Vice President
Janet G. Effland................... Vice President
Thomas P. Hirschfeld............... Vice President
George M. Jenkins.................. Vice President
David A. Landau.................... Vice President
George D. Phipps................... Vice President
Salem D. Shuchman.................. Vice President
Paul A. Vais....................... Vice President
</TABLE>
All such persons are U.S. citizens. The business address of such persons
is: c/o Patricof & Co., Ventures, Inc., 445 Park Avenue, New York, New York,
10022. None of the individuals set forth above has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years. None of the individuals set forth above has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years as a result of which any such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
d. The Patricof Private Investment Club II, L.P. The Patricof Private
Investment CLub II, L.P. is a Delaware limited partnership and its
principal business is acting as a private investment fund. Its business
address is: c/o Patricof & Co. Ventures, Inc., 445 Park Avenue, New York,
NY 10022.
The general partner of The Patricof Private Investment Club II, L.P. is
APA Excelsior V Partners, L.P. See Section c above for additional
information.
e. The P/A Fund III, L.P. The P/A Fund III, L.P. is a Pennsylvania limited
partnership and its principal business is acting as a private investment
fund. Its business address is: Executive Terrace Building, 455 South Gulph
Road-Suite 410, King of Prussia, PA 19406.
The general partners of The P/A Fund III, L.P. are APA Pennsylvania
Partners III, L.P. and ACM Capital Partners, L.P.
APA Pennsylvania Partners III, L.P. is a New York limited partnership and
its principal business is acting as a general partner of private investment
funds. Its business address is: 72 Davids Lane, East
I-6
<PAGE>
Hampton, NY 11937. The general partner of APA Pennsylvania Partners III,
L.P. is Patricof & Co. Managers, Inc. See Section c above for additional
information.
ACM Capital Partners, L.P. is a Pennsylvania limited partnership and its
principal business is venture capital investments. Its business address is:
518 Broad Street, Sewickley, PA 15143.
The general partners of ACM Capital Partners, L.P. are: Joel P. Adams,
William C. Hulley, William A. Frezza (special general partner) and Jerry S.
Sullivan (special general partner). All such persons are U.S. citizens and
their business address is 518 Broad Street, Sewickley, PA 15143. Messrs.
Adams and Hulley have been employed by Adams Capital Management, Inc., a
venture capital investment firm, since they founded it in December 1994.
Messrs. Frezza and Sullivan provide consulting services to Adams Capital
Management, Inc. Mr. Frezza has been employed by Wireless Computing
Associates, Inc., a consulting firm, since 1994. Mr. Sullivan has been
employed by Savantage, Inc., a consulting firm, since 1992, most recently as
President. None of these individuals has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years. None of these individuals has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
during the last five years as a result of which any such person was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
f. Directors and Executive Officers of AFLAC Incorporated ("AFLAC"). The
following table sets forth the name and present principal occupation or
employment of the directors and executive officers of AFLAC. Each person is a
citizen of the United States with a principal business address of 1932 Wynnton
Road, Columbus, GA 31999. None of the individuals set forth below has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years. None of the individuals set forth
below has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction during the last five years as a result of which
any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<C> <S>
Paul S. Amos..................... Mr. Amos is Chairman of the Board of AFLAC
and American Family Life Assurance Company
of Columbus.
Daniel P. Amos................... Mr. Amos is Chief Executive Officer and
President of AFLAC and American Family Life
Assurance Company of Columbus. Mr. Amos is
also a Director of The CIT Group, Inc. and
Georgia Power Company.
William J. Bugg, Jr.............. Mr. Bugg is Senior Vice President,
Corporate Actuary of American Family Life
Assurance Company of Columbus.
Monthon Chuaychoo................ Mr. Chuaychoo is Vice President, Financial
Services of AFLAC and American Family Life
Assurance Company of Columbus.
Kriss Cloninger III.............. Mr. Cloninger is Executive Vice President,
Chief Financial Officer of AFLAC and
American Family Life Assurance Company of
Columbus. He is also Treasurer of AFLAC.
Martin A. Durant, III............ Mr. Durant is Senior Vice President,
Corporate Services of AFLAC and American
Family Life Assurance Company of Columbus.
Norman P. Foster................. Mr. Foster is Executive Vice President,
Corporate Finance of AFLAC and American
Family Life Assurance Company of Columbus.
Kenneth S. Janke Jr.............. Mr. Janke is Senior Vice President,
Investor Relations of AFLAC. Mr. Janke is
also president and Chief Executive Officer
of the National Association of Investor
Corp. He is also President and Director of
NAIC Growth Fund.
</TABLE>
I-7
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<C> <S>
Akitoshi Kan..................... Mr. Kan is Executive Vice President of AFLAC
Japan. He also serves as Deputy Chief
Financial Officer of AFLAC and Senior Vice
President of AFLAC Japan, Accounting,
Information Systems, ABC and Legal Affairs.
Nobuo Kawamura................... Mr. Kawamura is Senior Vice President
of AFLAC Japan, ABC Promotion, Policy
Maintenance and Premium Accounting.
Joseph P. Kuechenmeister......... Mr. Kuechenmeister is Senior Vice
President, Director of Marketing of
American Family Life Assurance Company of
Columbus.
Joey M. Loudermilk............... Mr. Loudermilk is Senior Vice President,
General Counsel and Corporate Secretary of
AFLAC and American Family Life Assurance
Company of Columbus. He is also Director,
Legal and Governmental Relations of
American Family Life Assurance Company of
Columbus.
Hidefumi Matsui.................. Mr. Matsui is President of AFLAC Japan.
Shoichi Matsumoto................ Mr. Matsumoto is Executive Vice
President and Director of Marketing of
AFLAC Japan.
Minoru Nakai..................... Mr. Nakai is President of AFLAC
International, Inc.
Yoshiki Otake.................... Mr. Otake is Chairman of the Board of
AFLAC Japan. Mr. Otake also serves as Vice
Chairman of AFLAC International, Inc.
E. Stephen Purdom................ Mr. Purdom is Executive Vice President of
American Family Life Assurance Company of
Columbus.
Joseph W. Smith, Jr.............. Mr. Smith is Senior Vice President, Chief
Investment Officer of American Family Life
Assurance Company of Columbus.
</TABLE>
I-8
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- -------------------------------------------
<C> <S>
Gary L. Stegman.................. Mr. Stegman is Senior Vice President,
Assistant Chief Financial Officer of AFLAC
and American Family Life Assurance Company
of Columbus. He is also Treasurer and
Assistant Secretary of American Family Life
Assurance Company of Columbus.
J. Shelby Amos, II............... Mr. Amos is the Alabama/West Florida State
Sales Coordinator for American Family Life
Assurance Company of Columbus.
Michael H. Armacost.............. Mr. Armacost is President of The
Brookings Institution.
M. Delmar Edwards, M.D........... Dr. Edwards is a Retired Vice President and
Assistant to the Chairman of Columbus
Regional Healthcare System, Inc. Dr.
Edwards is also a Retired Director of First
Union National Bank of Georgia. In
addition, Dr. Edwards serves is a Trustee
of Columbus State University and Morehouse
School of Medicine.
Joe Frank Harris................. Mr. Harris is a Distinguished Executive
Fellow at Georgia State University. He is
also Chairman of the board of directors of
Harris Georgia Corp. and a Director of
Bankhead Enterprises, Inc. Mr. Harris is a
Former Governor of the State of Georgia.
Elizabeth J. Hudson.............. Ms. Hudson is a Director of Spencer
Stuart.
Hisao Kobayashi.................. Mr. Kobayashi is President and Chief
Executive Officer of The Dai-Ichi Kangyo
Bank Ltd. and President and Chief Executive
Officer Hibiya Building Co. Limited. He is
also Chairman of the Board of directors of
The CIT Group, Inc. and a Director of
Nippon Light Metal Co., Ltd.
Barbara K. Rimer................. Ms. Rider is Director, Cancer Control
and Population Sciences at the National
Cancer Institute.
Henry C. Schwob.................. Mr. Schwob is President of Schwob Realty
Company. In addition, Mr. Schwob is a
Director of First Union National Bank of
Georgia.
J. Kyle Spencer.................. Mr. Spencer is President of Spencer
Investment Company. Mr. Spencer is also a
Retired Director of First Union National
Bank of Georgia and a Retired Chairman of
the Board of Bank South N.A.
Glenn Vaughn, Jr................. Mr. Vaughn is the Retired Chairman of the
Board of Columbus Ledger-Enquirer.
Robert L. Wright................. Mr. Wright is President and Chief Executive
Officer of Dimensions International and a
Director of Riggs Bank.
</TABLE>
I-9
<PAGE>
EXHIBIT A
---------
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(f) of the Securities Exchange Act of
1934, as amended, each of the parties hereto agrees with the other parties that
the statement of Schedule 13D pertaining to certain securities of NovaCare
Employee Services, Inc. to which this agreement is an exhibit is filed by and on
behalf of each such party and that any amendment thereto will be filed on behalf
of each such party.
PLATO HOLDINGS, LLC
Date: September 30, 1999 By: /s/ George Hertz
----------------------------------------
Name: George Hertz
Title: Manager
PLATO HOLDINGS, INC.
Date: September 30, 1999 By: /s/ George Hertz
-----------------------------------------
Name: George Hertz
Title: Vice President
NEW PLATO ACQUISITION, INC.
Date: September 30, 1999 By: /s/ George Hertz
-----------------------------------------
Name: George Hertz
Title: Vice President
FIDELITY VENTURES LIMITED
By: Fidelity Capital Associates, Inc., its
General Partner
Date: September 30, 1999 By: /s/ George Hertz
-----------------------------------------
Name: George Hertz
Title: Managing Director
<PAGE>
FIDELITY INVESTORS II LIMITED PARTNERSHIP
By: Fidelity Investors Management, LLC,
its General Partner
Date: September 30, 1999 By: /s/ Donald S. Heaton
-----------------------------------------
Name: Donald S. Heaton
Title: Vice President
THE P/A FUND III, L.P.
By: APA Pennsylvania Partners III, L.P.,
its General Partner
By: Patricof & Co. Managers, Inc.,
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
-----------------------------------------
Name: Gregory M. Case
Title: Vice President
APA EXCELSIOR V, L.P.
By: APA Excelsior V Partners, L.P.,
its General Partner
By: Patricof & Co. Managers, Inc.,
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
-----------------------------------------
Name: Gregory M. Case
Title: Vice President
<PAGE>
THE PATRICOF PRIVATE INVESTMENT CLUB II, L.P.
By: APA Excelsior V Partners, L.P.,
its General Partner
By: Patricof & Co. Managers, Inc.
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
-----------------------------------------
Name: Gregory M. Case
Title: Vice President
AFLAC INCORPORATED
Date: September 30, 1999 By: /s/ Kriss Cloninger III
-----------------------------------------
Name: Kriss Cloninger III
Title: Executive Vice President,
Treasurer and Chief Financial
Officer
<PAGE>
EXHIBIT G
---------
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, hereby makes,
constitutes and appoints George Hertz and Eric B. Lass, individually, with full
power of substitution as such undersigned's agent and attorney in fact in such
undersigned's name for it and in its name, place and stead to execute,
acknowledge, deliver and file any and all filings required by Sections 13 and 16
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, respecting securities of NovaCare Employee Services,
Inc., a Delaware corporation, that the undersigned beneficially owns, including
but not limited to, Schedule 13D, Schedules 13G, Forms 3, Forms 4 and Forms 5.
This power of attorney shall be valid with respect to any of the undersigned
from the date hereof until revoked by such undersigned.
PLATO HOLDINGS, LLC
Date: September 30, 1999 By: /s/ George Hertz
----------------------------------------
Name: George Hertz
Title: Manager
PLATO HOLDINGS, INC.
Date: September 30, 1999 By: /s/ George Hertz
----------------------------------------
Name: George Hertz
Title: Vice President
NEW PLATO ACQUISITION, INC.
Date: September 30, 1999 By: /s/ George Hertz
----------------------------------------
Name: George Hertz
Title: Vice President
<PAGE>
FIDELITY VENTURES LIMITED
By: Fidelity Capital Associates, Inc., its
General Partner
Date: September 30, 1999 By: /s/ George Hertz
----------------------------------------
Name: George Hertz
Title: Managing Director
FIDELITY INVESTORS II LIMITED PARTNERSHIP
By: Fidelity Investors Management, LLC, its
General Partner
Date: September 30, 1999 By: /s/ Donald S. Heaton
----------------------------------------
Name: Donald S. Heaton
Title: Vice President
<PAGE>
EXHIBIT H
---------
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, hereby makes,
constitutes and appoints Gregory M. Case and Michael Poisel, individually, with
full power of substitution, as such undersigned's agent and attorney in fact in
such undersigned's name for it and in its name, place and stead to execute,
acknowledge, deliver and file any and all filings required by Sections 13 and 16
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, respecting securities of NovaCare Employee Services,
Inc., a Delaware corporation, that the undersigned beneficially owns, including
but not limited to, Schedule 13D, Schedules 13G, Forms 3, Forms 4 and Forms 5.
This power of attorney shall be valid with respect to any of the undersigned
from the date hereof until revoked by such undersigned.
THE P/A FUND III, L.P.
By: APA Pennsylvania Partners III, L.P.
its General Partner
By: Patricof & Co. Managers, Inc.
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
---------------------------------------
Name: Gregory M. Case
Title: Vice President
APA EXCELSIOR V, L.P.
By: APA Excelsior V Partners, L.P.
its General Partner
By: Patricof & Co. Managers, Inc.
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
----------------------------------------
Name: Gregory M. Case
Title: Vice President
<PAGE>
THE PATRICOF PRIVATE INVESTMENT CLUB II, L.P.
By: APA Excelsior V Partners, L.P.,
its General Partner
By: Patricof & Co. Managers, Inc.
its General Partner
Date: September 30, 1999 By: /s/ Gregory M. Case
----------------------------------------
Name: Gregory M. Case
Title: Vice President
<PAGE>
EXHIBIT I
---------
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, hereby makes,
constitutes and appoints Kriss Cloninger as such undersigned's agent and
attorney in fact in such undersigned's name for it and in its name, place and
stead to execute, acknowledge, deliver and file any and all filings required by
Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, respecting securities of NovaCare Employee
Services, Inc., a Delaware corporation, that the undersigned beneficially owns,
including but not limited to, Schedule 13D, Schedules 13G, Forms 3, Forms 4 and
Forms 5.
This power of attorney shall be valid with respect to any of the undersigned
from the date hereof until revoked by such undersigned.
AFLAC INCORPORATED
Date: September 30, 1999 By: /s/ Kriss Cloninger III
----------------------------------------
Name: Kriss Cloninger III
Title: Executive Vice President,
Treasurer and Chief Financial
Officer
