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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
/ / Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
AMERICAN SURGERY CENTERS CORPORATION
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(Name of Registrant as Specified In Its Charter)
Lee E. Rodriquez
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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AMERICAN SURGERY CENTERS CORPORATION
1888 Century Park East, 19th Floor
Los Angeles, California 90067
PRELIMINARY
PROXY MATERIAL
NOTICE OF SPECIAL MEETING
TO BE HELD NOVEMBER __, 1996
TO: THE SHAREHOLDERS OF
AMERICAN SURGERY CENTERS CORPORATION
This special meeting of the shareholders of American Surgery Centers
Corporation, a Utah corporation (hereinafter referred to as the "Company") will
be held on November __, 1996, at 1888 Century Park East, 19th Floor, Los
Angeles, California 90067, at 2:00 p.m. for the purpose of considering and
acting upon the following matters:
1. To consider and take action upon a proposal to amend the
Articles of Incorporation to change the corporate name of the Company
to DaLeigh Holdings Corporation, effective upon the filing of the
Amendment with the Office of the Secretary of State of the State of
Utah.
2. To consider and take action upon a proposal to amend the
Articles of Incorporation to (a) increase the authorized from
25,000,000 shares to 50,000,000 shares and (b) reverse split the stock
on a 1 for 10 basis, effective upon the filing of the Amendment with
the Office of the Secretary of State of the State of Utah. Upon the
Amendment of the Articles of Incorporation, each 10 outstanding shares
will be converted into 1 outstanding share of a par value of $.0152.
No fractional shares will be issued and the Company will purchase the
fractional share, if any, for $1.00.
3. To elect two (2) members to the Board of Directors.
4. To consider and act upon any other matter which may properly
come before the meeting, or any adjournment or adjournments thereof.
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The Board of Directors has fixed the close of business on August 31,
1996, as the record date for determination of shareholders entitled to notice
of, and to vote at, the Special Meeting, and only shareholders of record at
such time and date are entitled to notice of, and to vote at, said meeting.
The transfer books of the Company will not be closed.
If you cannot be present in person, please date, sign and return the
enclosed Proxy. For your convenience, there is an enclosed return envelope for
use in returning your Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
___________________________________
Los Angeles, California LEE E. RODRIGUEZ
November __, 1996 President
IMPORTANT: Whether or not you plan to attend the meeting, please complete,
sign and properly return the enclosed Proxy in the return envelope provided for
that purpose. If you receive more than one Proxy because you own shares
registered in different names or addresses, each Proxy should be completed and
returned. If you attend the meeting, you may withdraw your Proxy and vote in
person if you wish.
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AMERICAN SURGERY CENTERS CORPORATION
1888 Century Park East, 19th Floor
Los Angeles, California 90067
PROXY STATEMENT
---------------
Special Meeting of Shareholders
To Be Held November __, 1996
Solicitation of Proxies
The enclosed Proxy is solicited by the Management of American Surgery
Centers Corporation, a Utah corporation (hereinafter referred to as the
"Company") for use at a special meeting of shareholders scheduled to be held on
November __, 1996 at 1888 Century Park East, 19th Floor, Los Angeles,
California 90067 at 2:00 p.m., and at any and all adjournments thereof.
Shares represented by properly executed proxies received in time for
the meeting will be voted in the manner set forth herein. The proxy may be
revoked by filing with the Secretary of the Company a revoking instrument or a
duly executed proxy bearing a later date. Unless revoked, the proxy will be
voted as specified. The powers of the proxy holders will be suspended if the
person executing the proxy is present at the meeting and elects to vote in
person.
The cost of this solicitation will be borne by the Company and the
solicitation will commence on or about November __, 1996. Solicitations will
be by mail, except in addition, solicitations may be made by telephone, or
telegraph by officers or by regular employees of the Company who may request
brokerage houses and other custodians, nominees and fiduciaries to either (1)
forward proxy soliciting material to the beneficial owners of the shares held
of record by such persons, or (2) provide the Company with an appropriate list
of names, addresses and holdings of the beneficial owners of shares and
appropriate authorization, in which case the Company will forward soliciting
materials directly to the beneficial owners. Such officers and employees will
not be additionally compensated.
The Company
The Company was incorporated as "The Ford Surgical Centers" under Utah
law in December 1976. In June 1980 the Company changed its name to American
Surgery Centers Corporation and was historically involved in the business of
developing, owning and operating ambulatory surgery centers throughout the
United States.
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Prior to April 1991, the Company sold substantially all of its
operating assets. Subsequent to the sale, the Company has successfully
negotiated with most of its major creditors and had substantially reduced its
liabilities. However, the Company, after an extended period of time, was
unable to compromise its debt to a principal creditor who had garnished certain
of the Company's bank accounts. As a result, the Company was forced to file a
petition pursuant to Chapter 11 of the United States Bankruptcy Code seeking
protection in order to permit a reorganization of its asserts and liabilities.
On March 15, 1993, the petition was dismissed.
The Company is now searching out opportunities in the healthcare
industry.
Outstanding Stock And Voting Rights
In accordance with the provisions of the By-Laws of the Company, the
Board of Directors has fixed the close of business on August 31, 1996, as the
record date for the determination of shareholders entitled to notice of the
special meeting and only shareholders of record on that date will be entitled
to vote thereat.
As of the record date, the Company had 23,499,577 shares of its Common
Stock issued and outstanding, was obligated to issue an additional 1,433,500
shares of common stock and each share is entitled to one (1) vote on all
matters to be presented at the meeting.
Principal Shareholders
The following table sets forth as at August 31, 1996, certain
information as to the common stock of the Company owned of record and/or
beneficially by each person who is known to the Company to own more than five
(5%) percent of the outstanding Common Stock, and by all officers and directors
of the Company.
<TABLE>
<CAPTION>
Approximate
Name and Address Amount Beneficially and/ Percent
of Owner or of record owned of Class
- ----------------- ------------------------ -----------
<S> <C> <C>
Lee E. Rodriguez -0- 1/ --
1888 Century Park East, 19th Flr. --
Los Angeles, CA 90067
Ahmad Moradi -0- 2/ --
1941 NE 54 Sheet --
Coral Ridge, Florida 33308
Carl R. Manthei 2,615,863 11.13%
254 Country Club Drive
Henderson, NV 89015
</TABLE>
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<TABLE>
<S> <C> <C>
Craig A. Mitzell 2,175,000 9.26%
8134 N. Whittier Place
Indianapolis, IN 46250
L. Dwight Taggart 2,137,000 9.09%
1815 West First Avenue
Mesa, AZ 85202
</TABLE>
1/ On July 29, 1996, subject to the shareholders authorizing and
approving proposals 1 and 2, the Board of Directors authorized the
sale and issuance of 2,500,000 shares of the new common stock to Lee
Rodriguez for cash or in cancellation of indebtedness, at par value.
In addition, as an incentive subject to the shareholders authorizing
and approving proposals 1 and 2, a stock option to acquire 1,000,000
shares was granted to Mr. Rodriguez, said option may be exercised at
$1.50 per share and expires on December 31, 1999.
2/ On July 29, 1996, subject to the shareholders authorizing and
approving Proposals 1 and 2, the Board of Directors authorized the
sale and issuance of 25,000 shares of the new common stock to Ahmad
Moradi for cash or in cancellation of indebtedness, at par value.
Remuneration of Directors and Officers
Except for payments of less than $30,000 in total to Mr. Rodriguez,
there has been no remuneration paid by the Company to directors and officers
during the last fiscal year and through the date hereof. The Company presently
does not have any annuity, pension, retirement, stock option or other deferred
compensation plans.
Committees
The Company presently does not have an audit committee, a compensation
committee, a stock option committee, and has no standing nominating committee
of the Board of Directors of committee performing similar functions.
Meetings
During the last fiscal year and through the date hereof, the only
action taken by the Board of Directors was taken by four (4) unanimous written
consents during the year in lieu of meetings.
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PROPOSAL 1
CHANGE OF NAME
On July 29, 1996, by unanimous written consent, the following
resolution was adopted to change the name of the corporation.
RESOLVED: that Article I of the Articles of Incorporation be amended
to read in full as follows:
"ARTICLE I
Corporate Name
1.1 The name of the Corporation is DALEIGH HOLDINGS
CORPORATION."
Management recommends changing the name.
PROPOSAL 2
AMENDMENT TO ARTICLES/REVERSE STOCK SPLIT
On July 29, 1996, by unanimous written consent, the Board of Directors
adopted a proposal to amend Article IV of the Articles of Incorporation,
Section 4.1, to (a) increase the authorized from 25,000,000 shares to
50,000,000 shares and (b) reverse split the stock on a 1 for 10 basis. Upon
the Amendment of the Articles of Incorporation, each 10 outstanding will be
converted into 1 outstanding share of a par value of $.0152.
No fractional shares will be issued and the Company will purchase the
fractional share for $1.00.
Management recommends amendment to the Articles of Incorporation and
the reverse stock split.
PROPOSAL 3
ELECTION OF DIRECTORS
It is proposed that two (2) directors be elected at the meeting, all
to hold office for one (1) year, or until their successors are duly elected and
qualified. It is the intention of the person's name in the Proxy to vote for
the election of the following nominees as directors of the Company.
LEE E. RODRIGUEZ
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AHMAD MORADI
Lee E. Rodriguez of Los Angeles, California has been in the healthcare
industry as a principal or consultant for the past eighteen (18) years. Mr.
Rodriguez is currently the Chairman and Chief Executive Officer of Theracare,
Inc., a healthcare consulting organization with its primary purpose to advise
and implement the consolidation of healthcare providers into singular and more
efficient entities.
Ahmad Moradi of Coral Ridge, Florida has been a consultant
specializing in high technology management information engineering systems for
the past fourteen (14) years. Ahmad Moradi is currently a chief executive
officer and president of his own consulting firm, with special emphasis for
providing high technology based solutions applicable to the healthcare
industry.
OTHER MATTERS
Management knows of no other matters that are likely to come before
the special meeting of shareholders. If any matters should properly come
before the meeting, it is intended that the persons named in the accompanying
form of Proxy would vote such Proxy in accordance with their best judgment on
such matters and will be entitled to exercise their discretion with respect to
any such vote.
SHAREHOLDERS PROPOSALS
In order to be considered for inclusion in the Company's Proxy
Statement and Proxy relating to the Company's annual meeting to be held on
April 20, 1997, proposals by shareholders intended to be presented at such
annual meeting must be received by the Company no later than March 15, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
___________________________________
November __, 1996 LEE E. RODRIGUEZ
President
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AMERICAN SURGERY CENTERS CORPORATION
1888 Century Park East, 19th Floor
Los Angeles, California 90067
PRELIMINARY
PROXY MATERIAL
PROXY
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Lee Rodriguez and Ahmad Moradi, or either of
them, as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all of the
shares of Common Stock of American Surgery Centers Corporation, held of record
by the undersigned on August 31, 1996, at the Special Meeting of the
Shareholders to be held on March__, 1996, at 1988 Century Park East, 19th
Floor, Los Angeles, California 90067, at 2:00 p.m., local time, and any
adjournment thereof.
____ ____
1. For / / Against / / A proposal to amend the Articles of
Incorporation to change the corporate name of the Company to DaLeigh
Holdings Corporation, effective upon the filing of the Amendment with
the Office of the Secretary of State of the State of Utah.
____ ____
2. For / / Against / / A proposal to amend the Articles of
Incorporation to (a) increase the authorized from 25,000,000 shares to
50,000,000 shares and (b) reverse split the stock on a 1 for 10 basis,
effective upon the filing of the Amendment with the Office of the
Secretary of State of the State of Utah. Upon the Amendment of the
Articles of Incorporation, each 10 outstanding shares will be
converted into 1 outstanding share of a par value of $.0152.
3. To elect a Board of Directors consisting of the following nominees:
____ ____
For / / Withhold Authority / / LEE RODRIGUEZ
____ ____
For / / Withhold Authority / / AHMAD MORADI
4. For any other matter which may be properly be introduced at the
meeting.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF ALL PROPOSALS.
Please sign exactly as your name appears on the address of this
envelope. When shares are held by joint tenants, both should sign. When
signing as attorney, executors, administrator, trustee or guardian, please give
full title, as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership by authorized person.
DATED: November __, 1996 ____________________________
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY,
USING THE ENCLOSED ENVELOPE.
