SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14(a)-12
MEDICAL IMAGING CENTERS OF AMERICA, INC.
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(Name of Registrant as Specified in Charter)
STEEL PARTNERS COMMITTEE
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(Name of Person(s) filing Proxy Statement)
Payment of filing fee (check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/X/ $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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(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
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/X/ 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:
$500
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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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THE STEEL PARTNERS COMMITTEE
750 Lexington Avenue
New York, NY 10022
February 7, 1996
ROBERT MUEHLBERG AND HIS BOARD OWN
ONLY 3,000 MEDICAL IMAGING SHARES.
WHAT KIND OF CONFIDENCE DOES THIS SHOW IN
THEIR ABILITY TO MANAGE AND GROW YOUR COMPANY?
DEAR FELLOW MEDICAL IMAGING SHAREHOLDER:
For more than four years, Medical Imaging's prior management, which
included Robert Muehlberg, led the Company through a seemingly unending record
of losses, wiping out over $50,000,000 of shareholder's equity. The result was
that medical Imaging shares were trading at approximately $0.70 per share when
Steel Partners first began to buy its shares in January 1995.*
Your vote can truly change things. Join with us to elect a new Board
which owns almost 20% of the outstanding stock. Our interests are the same as
yours - - to realize maximum value for our investment in Medical Imaging's
shares.
Don't let Muehlberg and his Board succeed in their attempt to claim
credit for Medical Imaging's 1995 stock price increase. In our view, this is
quite amusing. Ask yourself where Medical Imaging's share price would be if
Steel Partners had not purchased more than 527,000 shares since January last
year?
Please mark, sign, date and return the enclosed BLUE proxy card today.
OUR CASE AGAINST THE CURRENT BOARD AND MANAGEMENT
o From 1991 to the end of 1994, the Company accumulated losses in
excess of $60 million under the former President and CEO. Even
though he was eventually replaced at a substantial cost to
shareholders, his successor was the Company's Chief Operating
Officer and ten-year employee, Robert Muehlberg.
o While your stock suffered, Muehlberg and Denise Sunseri, another
inside director, received bonuses in both 1994 and 1993.
Remember-- in 1993 medical Imaging lost $30 million dollars and
stockholder's equity was almost wiped out.
o One other director, Keith Burnett, is a principal in a private
company which was paid more than $1,200,000, in 1995, for their
interest in four radiology centers owned by your Company.
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* Not giving effect to the 1 for 5 reverse stock
split which occurred in October 1995.
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o Burnett and another director, Robert Ricci, have been granted
warrants to purchase 69,000 shares, some with exercise prices as
low as $4.05 per share. In addition, each man is paid significant
fees for attending Board meetings.
o The Board recently amended their co-directors, Muehlberg's and
Sunseri's employment agreements to add substantial new severance
payments if the shareholders vote the existing Board out of
office.
o Management and the Board has estimated that it will spend up to
$500,000 of shareholder funds to fight our proxy challenge --
mostly for attorney and investment banker fees. This is just a
desperate attempt to save their lucrative jobs, cozy positions as
directors and potential sweetheart deals.
o You should ask yourself why one outside director, E. Keene
Wolcott, resigned from the Board in protest just last month.
Remember not one of the current directors has any experience as a
director of another public company. Unfortunately, the directors take care of
themselves, but what about the shareholders?
Why didn't any current director purchase even a single share of Medical
Imaging stock in all of 1995? Do they really believe in the future of Medical
Imaging?
Vote AGAINST the current Board whose entire investment in Medical
Imaging is only 3,000 shares. Vote your BLUE proxy today.
WHO IS THE STEEL PARTNERS COMMITTEE?
Steel Partners is an investment firm with a philosophy of purchasing
substantial stakes in companies that we believe are poorly managed and/or
severely undervalued by the market. We attempt to work with the existing Board
and management or bring in new management to improve value for all shareholders.
Throughout our history, we have never solicited, nor would we ever
accept, any proposal not available to all shareholders. Moreover, we have never
accepted and will never accept greenmail.
The Committee's slate has substantial experience in healthcare,
finance, banking, operations, and manufacturing and service business areas. We
have a fine record of success and achievement in implementing business
strategies designed to maximize shareholder value.
But don't just take our word for it. Consider the tangible results in
increased share value our effort and commitment have brought to companies such
as Alpha Technologies and Gateway Industries.
o Alpha Technologies Group, Inc. -- formerly Synercom Technology --
was a money-losing software company with a $1.50 stock price
before we were involved. Following our purchase in 1992 and 1993
of 13% of the Company, we were offered three of the six Board
seats.
o Since that time, Alpha Technologies has been transformed into a
growing, profitable electronic components manufacturer. The stock
is currently trading at about $7.56 -- a gain of over 400%.
o Steel Partners purchased Gateway Industries Inc. common stock in
early 1994 after it had been losing money and had agreed to sell
off
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its last significant businesses. Having joined the Board we
worked to develop a plan to redeploy the proceeds from the sale
of its businesses to enhance shareholder value.
o In November 1995, we announced the purchase of Marsel Mirror &
Glass Products Inc. Today Steel Partners owns 32% of Gateway
whose stock price has increased from a 12 month low of $3.375 to
its current price of $8.00.
Of course, we can't guarantee similar results for shareholders of
Medical Imaging, but our 20% stake means that we, like you, have a sizable
investment to protect. We can guarantee that we will take all appropriate steps
to maximize the value of our mutual investment in the Company for the benefit of
all shareholders.
If elected, the Committee's nominees intend to explore a number of
alternatives to enhance stockholder value. These include acquisitions, stock
repurchase programs, refinancing existing debt and the possible sale of the
Company.
VOTE YOUR BLUE PROXY CARD TODAY!
Vote for directors with a meaningful stake in the Company they govern.
Vote for directors who share your interest in seeing the value of Medical
Imaging shares grow. Please mark, sign, date and mail the Committee's BLUE proxy
card in the enclosed postage-paid envelope provided. Please vote TODAY!
If you have questions or comments, please call the Committee directly
at (212) 446-5217 or call MacKenzie Partners, Inc., which is assisting the
Committee with this transaction, toll-free at (800) 322-2885.
We would be pleased to discuss our slate and plans for the Company with
you or to instruct you on how to make sure your shares are voted. We appreciate
your consideration of our slate and plans for Medical Imaging.
On Behalf of the Steel Partners Committee
Sincerely,
WARREN LICHTENSTEIN
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BULLETIN
You should be aware that on the day prior to the record date for the
Company's upcoming Special Meeting, the Board and management cut a sweetheart
deal with one of the Company's largest creditors.
In simultaneous transactions, this creditor exercised warrants to
purchase 160,000 shares at $5.70 per share, received warrants form the Company
to purchase an additional 60,000 more shares at $8.50, and also received from
the Company an early repayment of certain of Medical Imaging's debt.
Since this creditor has effectively agreed to support management's
slate of nominees at the Special Meeting, ask yourself whether this deal was in
YOUR best interests or in the best interests of Muehlberg and his Board? Ask
yourself whether the recent amendment to Muehlberg's and Sunseri's severance
agreements was in your best interests or their's.
If you have questions or need assistance in voting your shares
please contact:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue,
New York, New York 10010
(212) 929-5500 (call collect)
or
Call Toll-Free (800) 322-2885
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