SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)(1)
MEDICAL IMAGING CENTERS OF AMERICA, INC.
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
584578108
- --------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
December 29, 1995
- --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 50 Pages)
(Exhibit Index on Page 13)
- --------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 395,704
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
395,704
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
395,704
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS SERVICES, LTD.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 91,670(2)
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
91,670(2)
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
91,670(2)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(2) Represents Shares in a securities portfolio owned by a foreign
investment company that is managed on a discretionary basis by Steel Partners
Services, Ltd.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS COMMITTEE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 487,374
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
487,374
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
487,374
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 487,374(3)
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
487,374(3)
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
487,374(3)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(3) Includes 395,704 Shares owned by Steel Partners II, L.P. and 91,670
Shares managed by Steel Partners Services, Ltd., an entity controlled by Warren
G. Lichtenstein and Lawrence Butler.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LAWRENCE BUTLER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 487,374(4)
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
487,374(4)
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
487,374(4)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(4) Includes 395,704 Shares owned by Steel Partners II, L.P. and 91,670
Shares managed by Steel Partners Services, Ltd., an entity controlled by Warren
G. Lichtenstein and Lawrence Butler.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JACK L. HOWARD
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 700(5)
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
700(5)
--------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
700(5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(5) Consists of 700 Shares all of which are owned by his wife, Kathryn
Howard, in trust for their children.
<PAGE>
This constitutes Amendment No. 11 ("Amendment No. 11") to Schedule 13D
filed by the undersigned on March 18, 1995 (the "Schedule 13D"). Except as
specifically amended by this Amendment No. 11, the Schedule 13D, as amended,
remains in full force and effect. Defined terms herein shall have the meaning
specified in the Schedule 13D, except as otherwise provided herein.
Item 2 is amended to add the following paragraphs:
Item 2. Identity & Background.
The Steel Partners Committee (the "Committee") is composed of Steel
Partners II, L.P. ("Steel Partners II") and Steel Partners Services, Ltd.
("Services"). The Committee is not a business entity and has no place of
organization, principal business or business address. The Committee can be
contacted through Warren G. Lichtenstein, c/o Steel Partners II, L.P., 750
Lexington Avenue, 27th Floor, New York, New York 10022.
Jack L. Howard is a limited partner of Associates and is a principal in
the brokerage firm of Mutual Securities, Inc., a division of Cowles Sabol & Co.
The principal business address of Jack L. Howard is 2927 Montecito Avenue, Santa
Rosa, California 95404. Mr. Howard is a citizen of the United States of America.
During the past five years, Mr. Howard has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which proceeding 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 is amended to read in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 395,704 Shares of Common Stock
owned by Steel Partners II is $2,224,222. The Shares of Common Stock owned by
Steel Partners II were acquired with partnership funds.
The aggregate purchase price of the 91,670 Shares of Common Stock
beneficially owned by Services is $728,771. Such Shares were acquired with funds
it manages for a foreign investment company (the "Fund"). Pursuant to an
agreement (the "Management Agreement") with the Fund, Services has been
appointed to manage, on a discretionary basis, certain of the Fund's assets,
which are maintained in a brokerage account in the Fund's name. The Management
Agreement may be terminated by either party at any time. Therefore, pursuant to
Rule 13d-3(d)(1)(C), the Fund may also be deemed the beneficial owner of the
Shares reported to be beneficially owned by Services.
<PAGE>
The aggregate purchase price of the 700 Shares of Common Stock owned by
Jack Howard is $5,600. The Shares of Common Stock beneficially owned by Jack
Howard were acquired with personal funds.
Item 4 is amended to add the following paragraph:
Item 4. The Committee was formed to solicit proxies to (i) remove the incumbent
members of the Issuer's board of directors; and (ii) elect the slate of
candidates set forth herein to the Issuer's board of directors.
On or about October 31, 1995, Steel Partners II served the Issuer with
a request for a copy of a list of stockholders and related information. On
December 29, 1995, Steel Partners II, as part of the Steel Partners Committee
(the "Committee"), made a written demand upon the Issuer's Corporate Secretary
to call a Special Meeting of the Stockholders of the Issuer to be held on
February 26, 1996. On the same day, the Committee filed its preliminary proxy
material with the Securities and Exchange Commission. A copy of Steel Partner
II's demand is attached hereto as Exhibit 2 and is incorporated by reference to
the extent applicable. The purpose of the Special Meeting is to remove the
current Board of Directors in its entirety, without cause, and to elect a new
Board of Directors. The Committee's nominees to the Board of Directors to fill
the vacancies resulting from such removal are set forth in the preliminary proxy
statement, which is attached hereto as Exhibit 3 and is incorporated by
reference to the extent applicable.
Upon notice of the Special Meeting to Stockholders of record and upon
final approval from the Commission for its proxy materials, the Committee
intends to commence its solicitation of Stockholders of the Issuer.
Paragraphs (a)-(c) of Item 5 are amended to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 2,478,644 Shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1995.
As of the close of business on December 29, 1995:
The Committee beneficially own an aggregate of 487,374 Shares,
representing 19.7% of the shares outstanding, of which 395,704 Shares are
beneficially owned by Steel Partners II, and 91,670 by Services.
Steel Partners II beneficially owns 395,704 Shares of Common Stock,
constituting approximately 16.0% of the Shares outstanding; and
<PAGE>
Services beneficially owns 91,670 Shares, constituting approximately 3.7% of the
Shares outstanding. Mr. Howard may be deemed to beneficially own 700 shares of
the Shares, constituting approximately .03% of the Shares outstanding, all of
which are owned by his wife, Kathryn Howard, in trust for their children.
Collectively, the Reporting Persons own 488,074 Shares, constituting
approximately 19.7% of the Issuer's Common Stock outstanding. Mr. Lichtenstein
and Mr. Butler may be deemed to beneficially own 487,374 Shares, representing
approximately 19.7% of the Issuer's Common Stock outstanding, by virtue of their
authority to vote and dispose of the 395,704 Shares owned by Steel Partners II
and the 91,670 Shares managed by Services. All of such Shares were acquired in
open-market transactions.
(b) By virtue of their positions with Steel Partners II and Services,
each of Messrs. Lichtenstein and Butler has the sole power to vote and dispose
of the Shares by each of Steel and Services reported in this Schedule 13D.
(c) Schedule A annexed hereto lists all transactions in the Issuer's
Common Stock since the filing of the previous amendment to this Schedule 13D by
the Reporting Persons. Item 7 is amended to read in its entirety as follows:
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
2. Demand for Special Meeting
3. Preliminary Proxy Statement
4. Indemnity Agreement between Steel Partners II, Steven Wolosky and
David C. Flaugh
5. Indemnity Agreement between Steel Partners II and Jack Howard
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 29, 1995 STEEL PARTNERS II, L.P.
By: Steel Partners Associates, L.P. General
Partner
By: Steel Partners, Ltd.
General Partner
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
-----------------------------
WARREN G. LICHTENSTEIN
/s/ Lawrence Butler
-----------------------------
LAWRENCE BUTLER
/s/ Jack L. Howard
-----------------------------
JACK L. HOWARD
<PAGE>
SCHEDULE A
TRANSACTIONS IN THE SHARES SINCE THE FILING OF THE PREVIOUS AMENDMENT TO THE
SCHEDULE 13D OR WITHIN THE PREVIOUS 60 DAYS*
STEEL PARTNERS II, L.P.
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
10,000 1.64500 09/12/95
9,000 1.70750 09/15/95
STEEL PARTNERS SERVICES, LTD.
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
10,000 1.64500 09/12/95
9,000 1.70750 09/15/95
WARREN LICHTENSTEIN
None.
LAWRENCE BUTLER
None.
JACK L. HOWARD
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
700 8.00 11/21/95
- --------
* Transactions on or before October 16, 1995 do not give effect to the 5
for 1 reverse stock split implemented by the Company on that date.
<PAGE>
EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement 14
2. Demand for Special Meeting 15
3. Preliminary Proxy Statement 18
4. Indemnity Agreement between Steel,
Steven Wolosky and David C. Flaugh 47
5. Indemnity Agreement between Steel and
Jack L. Howard 49
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D dated December 29, 1995
(including amendments thereto) with respect to the Common Stock of Medical
Imaging Centers of America, Inc. This Joint Filing Agreement shall be filed as
an Exhibit to such Statement.
Dated: December 29, 1995 STEEL PARTNERS II, L.P.
By: Steel Partners Associates, L.P. General
Partner
By: Steel Partners, Ltd.
General Partner
By:/s/ Lawrence Butler
--------------------------
Lawrence Butler,
President
STEEL PARTNERS SERVICES, LTD.
By:/s/ Lawrence Butler
--------------------------
Lawrence Butler,
President
/s/ Warren G. Lichtenstein
-----------------------------
WARREN G. LICHTENSTEIN
/s/ Lawrence Butler
-----------------------------
LAWRENCE BUTLER
/s/ Jack L. Howard
-----------------------------
JACK L. HOWARD
<PAGE>
EXHIBIT 2
Cede & Co.
c/o The Depository Trust Company
7 Hanover Square
New York, New York 10004
December 28, 1995
Medical Imaging Centers of America, Inc.
9444 Farnham Street, Suite 100
San Diego, California 92123
Attention: Corporate Secretary
Gentlemen:
Cede & Co., the nominee of The Depository Trust Company ("DTC") is a
holder of record of certain shares of Common Stock of Medical Imaging Centers of
America, Inc. (the "Company"). DTC is informed by its Participant, Bear Stearns
Securities Corp., ("Participant"), that on the date hereof 395,704 of such
shares (the "Shares"), credited to Participant's DTC account, represent more
than ten (10%) percent of the outstanding shares of Common Stock of the Company,
and are beneficially owned by Steel Partners II, L.P. ("Steel"), a customer of
Participant.
At the request of Participant, on behalf of Steel, Cede & Co., as
holder of record of the Shares, hereby demands pursuant to Article II, Section 3
of the By-Laws of the Company that a Special Meeting of shareholders be called
and noticed so as to be held on February 26, 1996 at 10:00 a.m. for the
following purposes:
1. To remove all present directors without cause; and
2. To elect directors for the balance of the terms of the present
directors and until their successors are elected and qualified;
and
3. To transact such other business as may be properly presented to
the meeting or any adjournment or adjournments thereof.
<PAGE>
Please take notice that Steel intends to seek the election of the
following persons as directors at the Special Meeting: Warren Lichtenstein;
Lawrence Butler; Jack Howard; David Flaugh and Steven Wolosky.
While Cede & Co. is furnishing this demand as the stockholder of record
of the Shares, it does so at the request of Participant and only as a nominal
party for the true party in interest, Steel. Cede & Co. has no interest in this
matter other than to take those steps which are necessary to ensure that Steel
is not denied its rights as the beneficial owner of the Shares, and Cede & Co.
assumes no further responsibility in this matter.
Future correspondence on this matter should be directed to the
attention of Thomas J. Fleming, Esq., Olshan Grundman Frome & Rosenzweig, 505
Park Avenue, New York, NY 10022.
Cede & Co.
By: /s/ Kenneth M. Scholl
----------------------------
<PAGE>
State of New York )
) ss:
County of New York )
The undersigned, being first duly sworn, does say that he is a partner of Cede &
Co., which executed the foregoing letter, and he acknowledged the execution of
said letter to be his act and deed and the act and deed of Cede & Co., and that
the information and facts stated therein are true and correct.
Cede & Co.
By: /s/ Kenneth M. Scholl
-----------------------------------
Subscribed and sworn to before me
this 28th day of December, 1995.
/s/ Sue Ann Vajda
- ---------------------------
Notary Public
My commission expires: 12/31/96
<PAGE>
EXHIBIT 3
PROXY STATEMENT
OF
THE STEEL PARTNERS COMMITTEE
IN OPPOSITION TO MANAGEMENT
-----------------
Special Meeting of Stockholders
February 26, 1996
-----------------
This Proxy Statement is being furnished to holders (the "Stockholders")
of common stock, no par value (the "Common Stock") of Medical Imaging Centers of
America, Inc. ("MICA" or the "Company") in connection with the solicitation of
proxies by the STEEL PARTNERS COMMITTEE (the "Steel Partners Committee") for use
at a Special Meeting of Stockholders scheduled for February 26, 1996 at
_______________________, California at 10 a.m. or any adjournments or
postponements thereof (the "Special Meeting").
The Steel Partners Committee is soliciting proxies for the removal the
current Board and the election of the Committee's nominees to the Board of
Directors to fill the vacancies resulting from the removal.
<PAGE>
The matters to be voted on at the Special Meeting will be (i) the
removal of all incumbent Directors, without cause; (ii) the election of new
Directors of the Company to serve the remaining terms of the present Directors;
and (iii) such other business as may properly come before the Special Meeting.
The Steel Partners Committee urges you to sign, date and return the enclosed
BLUE Proxy Card (the "BLUE Proxy"). Unless otherwise indicated by you, the BLUE
Proxy authorizes the persons named therein to vote, and such persons will vote,
properly executed and duly returned proxies FOR the removal of the current Board
and the election of the Steel Partners Committee's nominees for director. The
Steel Partners Committee is not presently aware of any other matters to be
brought before the Special Meeting. However, should other matters be brought
before the Special Meeting, the persons named in the proxies will vote in
accordance with what they consider to be the best interests of the Stockholders
and the Company.
YOU MAY VOTE FOR REMOVAL OF ALL DIRECTORS AND THE STEEL PARTNERS
COMMITTEE'S NOMINEES BY SIGNING THE ENCLOSED BLUE PROXY, MARKING, DATING, AND
RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU HAVE ALREADY
SUBMITTED A PROXY TO THE BOARD OF DIRECTORS OF THE COMPANY, YOU MAY CHANGE YOUR
VOTE BY SIGNING,
<PAGE>
MARKING, DATING AND RETURNING THE ENCLOSED BLUE PROXY, WHICH MUST BE DATED AFTER
THE PROXY YOU SUBMITTED TO THE BOARD OF DIRECTORS.
The Proxy Statement is first being given or sent to Stockholders on or
about January __, 1996. Any Stockholder who executes and delivers a proxy for
use at the Special Meeting has the right to revoke it at any time before it is
exercised by filing with the Steel Partners Committee at c/o Warren
Lichtenstein, 750 Lexington Avenue, 27th Floor, New York, New York 10022, or
with the Secretary of the Company at its principal offices, an instrument
revoking it or a duly executed proxy bearing a later date, or by appearing in
person and voting at the Special Meeting. The principal executive offices of the
Company are located at 9444 Farnham Street, Suite 100, San Diego, California
92123, and its phone number is (619) 560-0110.
Only Stockholders of record at the close of business on ___________,
1996 (the "Record Date") are entitled to vote at the Special Meeting. The Steel
Partners Committee believes that as of the close of business on the Record Date,
there were 2,478,644 shares of Common Stock of the Company issued and
outstanding and entitled to vote. Holders of Common Stock have one vote for each
share with respect to all matters to be considered at the Meeting,
<PAGE>
and may have cumulative voting rights with respect to the election of directors.
No shareholder may cumulate votes unless a shareholder has announced at the
Meeting his intention to do so, but if any shareholder makes such an
announcement, all shareholders may cumulate votes. Cumulative voting rights
entitle a shareholder to give one nominee as many votes as is equal to the
number of directors to be elected, multiplied by the number of shares owned by
him, or to distribute his votes on the same principle among two or more
nominees, as he sees fit. In the event additional persons are nominated for the
position of director, the proxyholders may cumulate and cast their votes, at
their discretion, among all or less than all of the nominees in such proportions
as they see fit. The five nominees for director receiving the highest number of
votes at the Meeting will be elected. The Steel Partners Committee plans to make
an announcement at the Special Meeting of its intent to cumulate votes.
IMPORTANT
Carefully review the Proxy Statement and the enclosed materials. YOUR
PROXY IS IMPORTANT. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING IN PERSON
YOUR PROXY IS THE ONLY MEANS AVAILABLE FOR YOU TO VOTE. No matter how many or
how few shares you own, please vote FOR the Steel Partners Committee's nominees
for
<PAGE>
director by so indicating and by signing, marking, dating and mailing the
enclosed BLUE Proxy promptly.
If you own shares of the Company but your stock certificate is held for
you by a brokerage firm, bank or other institution, it is very likely that the
stock certificate is actually in the name of such brokerage firm, bank or other
institution. If so, only it can execute a BLUE Proxy and vote your shares of
Common Stock. The brokerage firm, bank, or other institution holding the shares
for you is required to forward proxy materials to you and solicit your
instructions with respect to the granting of proxies; it cannot vote your shares
unless it receives your specific instructions.
If you have any questions about giving your proxy or require assistance
in voting your shares, please call:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (Collect)
or
CALL TOLL FREE (800) 322-2885
<PAGE>
THE STEEL PARTNERS COMMITTEE AND ITS SLATE
The Steel Partners Committee is composed of Steel Partners II, L.P. and
Steel Partners Services, Ltd., which are described below under "Other
Participants, Certain Agreements and Related Additional Information." Warren
Lichtenstein, Lawrence Butler, Jack L. Howard, David C. Flaugh and Steven
Wolosky constitute its slate (the "Slate") for election to the Company's Board
of Directors at the Special Meeting. Biographical data on the Slate is set forth
below.
Warren G. Lichtenstein (30) is one of the Committee's nominees for
director. Mr. Lichtenstein is Chairman and a director of WGL Capital Corp., a
general partner of Steel Partners, L.P., a Delaware limited partnership (a
private investment partnership), since 1990. Mr. Lichtenstein is Chairman and a
director of Steel Partners, Ltd. ("Partners"), the general partner of Steel
Partners Associates, L.P. ("Associates"), which is the general partner of Steel
Partners II, L.P. ("Steel"), since 1993. Mr. Lichtenstein is also Chairman of
the Board of Steel Partners Services, Ltd. ("Steel Services"). For information
regarding Steel, Partners, Associates and Steel Services, see below under "Other
Participants, Certain Agreements and Related Additional Information." Mr.
Lichtenstein was the acquisition/risk arbitrage analyst at Ballantrae Partners,
<PAGE>
L.P., a private investment partnership formed to invest in risk arbitrage,
special situations and undervalued companies, from 1988 to 1990. Mr.
Lichtenstein is a director of the following publicly held companies: Alpha
Technologies Group, Inc., SL Industries, Inc., Gateway Industries, Inc., and
Saratoga Beverage Group. As of the Record Date, Mr. Lichtenstein beneficially
owned 487,374 shares of the Common Stock of the Company, all of which were owned
by either Steel or Steel Services. The business address of Mr. Lichtenstein is
750 Lexington Avenue, 27th Floor, New York, New York 10022. For information
regarding Mr. Lichtenstein's purchases and sales of shares of the Common Stock
of the Company during the past two years, see Schedule A.
Lawrence Butler (33) is one of the Committee's nominees for director.
Mr. Butler co-founded Steel Partners, L.P. with Warren Lichtenstein in 1990. As
the sole shareholder of Camelia Group, Inc., a co-General Partner of Steel
Partners, L.P., Mr. Butler has been active in the day-to-day management of Steel
Partners, L.P. since its inception. Mr. Butler has been President and a director
of Partners, the general partner of Associates, which is the general partner of
Steel, since 1993. He is also President of Steel Services. Prior to forming
Steel Partners, L.P., Mr. Butler worked for Columbia Savings and Loan in Beverly
Hills, California
<PAGE>
in the Principal Transactions Group, which made equity investments in leveraged
buyouts and recapitalizations. Subsequent to Mr. Butler's employment at Columbia
Savings and Loan, it was taken over by the Resolution Trust Corporation. From
1984-1987, Mr. Butler worked at Bankers Trust Company in New York in the bank's
middle market LBO Group which secured debt financing on transactions below $100
million. Mr. Butler is President, Chief Executive Officer and a director of
Alpha Technologies Group, Inc., a publicly held company. For information
regarding Mr. Butler's affiliations with Steel, Partners, Associates and Steel
Services, see below under "Other Participants, Certain Agreement and Related
Additional Information." As of the Record Date, Mr. Butler beneficially owned
487,374 shares of the Common Stock of the Company, all of which were owned by
either Steel or Steel Services. The business address of Mr. Butler is 750
Lexington Avenue, 27th Floor, New York, New York 10022. For information
regarding Mr. Butler's purchases and sales of shares of the Common Stock of the
Company during the past two years, see Schedule A.
Jack L. Howard (34) is one of the Committee's nominees for director.
Jack L. Howard has been a limited partner of Associates since 1993, a principal
of the Mutual Securities, Inc. (a division of Cowles Sabol & Co.) since 1989 and
has been in the securities
<PAGE>
business since 1984, specializing in locating, researching and accumulating
grossly undervalued securities. Mr. Howard is a director of the following
publicly held companies: Inventors Insurance Group, Inc. and Gateway Industries,
Inc. The business address of Jack L. Howard is 2927 Montecito Avenue, Santa
Rosa, California 95404. As of the Record Date, Mr. Howard may be deemed to
beneficially own 700 shares of the Common Stock of the Company, all of which
were owned by his wife, Kathryn Howard, in trust for their children. For
information regarding Mr. Howard's purchases and sales of shares of the Common
Stock of the Company during the past two years, see Schedule A.
David C. Flaugh (48) is one of the Committee's nominees for director.
Mr. Flaugh is a consultant in the health care services industry. From January
1993 to September 1995, he served as Chief Operating Officer of National Health
Laboratories, Incorporated ("National Health"), which changed its name to
Laboratory Corporation of America, Inc. in April 1995 when it merged with Roche
Biomedical Laboratories, Inc. ("Roche"). From 1982 through 1991, he served as
Chief Financial Officer of National Health and from 1991 to 1992, has served as
Vice President-Managing Director. National Health is one of the leading clinical
laboratories in the United States and its shares trade on the New York Stock
Exchange.
<PAGE>
In April 1995, National Health merged with Roche. Mr. Flaugh has approximately
25 years of executive experience in health care services. As of the Record Date,
Mr. Flaugh did not beneficially own any shares of the Common Stock of the
Company. Mr. Flaugh's principal business address is P.O. Box 525, 16160 El
Camino Real, Rancho Santa Fe, California 92067.
Steven Wolosky (40) is one of the Committee's nominees for director.
For more than the past five years, Mr. Wolosky has been a partner of Olshan
Grundman Frome & Rosenzweig LLP, counsel to the Steel Partners Committee. Mr.
Wolosky is also Assistant Secretary of WHX Corporation or its predecessor, a
NYSE listed company and a director of the following publicly held companies:
Restructuring Acquisition Corporation and Uniflex, Inc. As of the Record Date,
Mr. Wolosky did not beneficially own any shares of the Common Stock of the
Company. Mr. Wolosky has not purchased or sold any shares of the Common Stock of
the Company in the past two years. Mr. Wolosky's principal business address is
505 Park Avenue, New York, New York 10022.
For further information concerning the plans of the Steel Partners
Committee and its Slate, see The Plans of the Steel Partners Committee.
<PAGE>
The Steel Partners Committee, together, beneficially owned 487,374
shares of Common Stock as of the Record Date, representing 19.7% of the issued
and outstanding shares of Common Stock. All of these shares were owned by either
Steel or Steel Services.
Each of the nominees has consented to serve as a director and, if
elected, intends to discharge his duties as director of the Company in
compliance with all applicable legal requirements, including the general
fiduciary obligations imposed upon corporate directors. By executing a BLUE
Proxy, each Stockholder will revoke any prior proxy and will not be voting his
or her shares for the nominees of the Company's management.
THE PLANS OF THE STEEL PARTNERS COMMITTEE
The Steel Partners Committee was formed by Steel and Steel Services,
who own together approximately 19.7% of the Company's Common Stock and
constitute the Company's largest Stockholder. The Committee was formed in
response to current management's refusal to redeem the Stockholders' Rights
Agreement adopted October 2, 1991 (the "Poison Pill"), which effectively
prevents Steel, and any other shareholder, from acquiring more than 20% of the
Company's Common Stock. The Committee was also formed to seek ways to improve
shareholder value.
<PAGE>
The current directors of the Company are Robert S. Muehlberg; Denise L.
Sunseri; E. Keene Wolcott; Keith R. Burnett, M.D.; and Robert G. Ricci, D.O. All
of the current directors were elected to serve one-year terms at the Company's
annual meeting held on August 23, 1995. Ms. Sunseri and Mr. Ricci have been
directors since 1995, Mr. Muehlberg has been a director since 1994, Mr. Burnett
has been a director since 1993, and Mr. Wolcott has been a director since 1991.
According to the performance graph in the Company's most recent proxy statement,
dated July 24, 1995, the sum of $100, if invested in the Company's Common Stock
in 1989, would have been worth $6 at year-end 1994. A comparable investment in
the Dow Jones Equity Market-Index and Nasdaq Stock Market-US Index would have
been worth $153 and $178, respectively.
In early 1995, Steel requested that the incumbent directors provide
Steel with representation on the Board, a request that was denied. In August
1995, Steel representatives, Warren Lichtenstein and Jack Howard, attended the
meeting of the Company's Board of Directors following the Company's annual
meeting, at which they asked the Board to redeem the Poison Pill to allow Steel,
or any other shareholder, to purchase more than 20% of the Company's shares.
After patiently waiting for two months for a response, Messrs. Lichtenstein and
Howard met four directors in November 1995 to discuss Steel's concerns regarding
the Poison Pill, including
<PAGE>
the possibility of calling a special meeting of shareholders to vote on the
redemption of the Poison Pill. In December 1995, Mr. Lichtenstein engaged in
further discussions with the Company's Chief Executive Officer, Robert
Muehlberg, concerning the Poison Pill, possible board representation for Steel
and the Company's request that Steel and Steel Services refrain from engaging in
activity that the current management deemed "detrimental" for a period of time.
No agreement was reached on any of these issues. Steel has indicated that it
would refrain from a proxy contest if the Poison Pill were redeemed and it
received two seats on the Board.
By letter dated December 28, 1995, Steel demanded that the Company hold
a special meeting of its shareholders pursuant to Article II Section 3 of the
Company's by-laws. Steel's demand, which was delivered on December 29, 1995,
read:
At the request of Participant, on behalf of Steel,
Cede & Co., as holder of record of the Shares, hereby
demands pursuant to Article II, Section 3 of the
By-Laws of the Company that a Special Meeting of
shareholders be called and noticed so as to be held on
February 26, 1996 at 10:00 a.m. for the following
purposes:
1. To remove all present directors without cause;
and
<PAGE>
2. To elect directors for the balance of the terms
of the present directors and until their successors are
elected and qualified; and
3. To transact such other business as may be
properly presented to the meeting or any adjournment or
adjournments thereof.
Please take notice that Steel intends to seek the
election of the following persons as directors at the
Special Meeting: Warren Lichtenstein; Lawrence Butler;
Jack Howard; David Flaugh and Steven Wolosky.
The Special Meeting was called in response to Steel's demand.
The Committee's nominees, if elected to office, intend to redeem the
Poison Pill in order to permit Steel and Steel Services, or any other person, to
buy more than 20% of the Company's Common Stock, if they chose to do so. The
Committee's nominees, if elected, also intend to explore alternatives to enhance
shareholder value, including but not limited to (i) growing the Company through
acquisitions; (ii) adopting a stock repurchasing program; (iii) refinancing
existing debt on terms more favorable to the Company; and (iv) the possible sale
of the Company by merger, tender offer or otherwise. No specific plans have been
determined and the Committee has not received any proposals or expressions of
interest from any third parties. No assurance can be given that the Committee's
nominees, if elected, will prove successful or that Steel or Steel Services will
purchase additional shares. The
<PAGE>
Committee's nominees have no plans to make any changes in current management.
The Committee is not aware of any employment agreement or material
agreement to which the Company is a party, the termination or terms of which
would be adversely affected by the election of the Slate or the implementation
of the plans of the Committee.
OTHER PARTICIPANTS, CERTAIN AGREEMENTS AND RELATED ADDITIONAL
INFORMATION
The costs of the Committee will be borne by Steel and Steel Services.
The general partner of Steel is Steel Partners Associates, L.P.
("Associates"), a Delaware limited partnership. The general partner of
Associates is Steel Partners, Ltd. ("Partners"), a New York corporation. The
principal business of Steel is investing in the securities of micro-cap
companies. The principal business address of Steel, Associates and Partners is
750 Lexington Avenue, 27th Floor, New York, New York 10022. The executive
officers and directors of Partners are as follows: Warren G. Lichtenstein is
Chairman of the Board, Secretary and a Director; and Lawrence Butler is
President, Treasurer and a Director. As of the Record
<PAGE>
Date, Steel was the owner of 395,704 shares of the Common Stock of the Company.
Neither Associates nor Partners beneficially owned any shares of the Common
Stock of the Company on the Record Date, except by virtue of their role in
Steel. For information regarding Steel's purchases and sales of shares of the
Common Stock of the Company during the past two years, see Schedule A.
Steel Services is a New York corporation. The principal business of
Steel Services is providing management and advisory services. As of the Record
Date, Steel was the owner of 91,670 shares of the Common Stock of the Company.
The principal business address of Steel Services is 750 Lexington Avenue, 27th
Floor, New York, New York 10022. The executive officers and directors of Steel
Services are as follows: Warren G. Lichtenstein is Chairman of the Board,
Secretary and a Director; and Lawrence Butler is President, Treasurer and a
Director.
The Board of Directors of the Company has a single class of directors.
At each annual meeting of Stockholders, the directors are elected to a one-year
term. The current board was elected on or about August 23, 1995. The slate of
nominees proposed by the Steel Partners Committee, if elected, would serve as
directors for terms expiring in or about August 1996 or until the due election
<PAGE>
and qualification of their successors. The Steel Partners Committee has no
reason to believe any of its nominees will be disqualified or unable or
unwilling to serve if elected. However, in the event that any member of the
Slate should become unavailable for any reason, or should it become necessary or
appropriate for the Steel Partners Committee to nominate additional persons, the
Steel Partners Committee will seek to vote, to the extent permitted by law, the
proxies for such other persons as it nominates. Steel has agreed to indemnify
Messrs. Flaugh, Wolosky and Howard, members of the Slate, and to reimburse them
for their reasonable out-of- pocket expenses, for their efforts in connection
with the solicitation.
Except as described herein and in the Schedules hereto, no member of
the Steel Partners Committee, the slate of nominees or any of their associates,
(i) has engaged in or has a direct or indirect interest in any transaction or
series of transactions since the beginning of the Company's last fiscal year or
in any currently proposed transaction, to which the Company or any of its
subsidiaries is a party where the amount involved was in excess of $60,000, (ii)
is the beneficial or record owner of any securities of the Company or any parent
or subsidiary thereof, (iii) is the record owner of any securities of the
Company of which it may not
<PAGE>
be deemed to be the beneficial owner, (iv) has been within the past year, a
party to any contract, arrangement or understanding with any person with respect
to any securities of the Company, (v) has any arrangements or understandings
with any nominee pursuant to which such nominee was selected as a nominee and
there exist no such agreements or understandings between any nominee and any
other person, or (vi) has any agreement or understanding with respect to future
employment by the Company or any arrangement or under- standing with respect to
any future transactions to which the Company will or may be a party.
See Appendix B for information regarding persons who beneficially own
more than 5% of the Common Stock and the ownership of the Common Stock by the
management of the Company.
VOTE REQUIRED FOR REMOVAL OF DIRECTORS
An affirmative vote of a majority of the issued and outstanding shares
of the Company will be required for approval of Proposal 1, the removal of the
entire Board without cause. It is not possible to vote to remove less than the
entire Board. If a stockholder wishes to retain one or more members of the
present Board and remove others such stockholders can vote in favor of
<PAGE>
Proposal 1 and also cast votes in favor of such person or persons pursuant to
the requirements of Proposal 2, the election of new directors. There can be no
assurance that any such members will be re-elected to the Board. Abstentions
will have the effect of a vote against Proposal 1, but will not have an effect
on the election of the directors. If a broker indicates on the proxy that it
does not have discretionary authority as to certain shares to vote on a
particular matter (a broker non-vote), those shares will be considered as
present for quorum purposes on all matters. Broker non-votes will have the
effect of a vote against Proposal 1 and no effect on any other matter to be
brought before the meeting, including the election of directors. See discussion
regarding cumulative voting for the election of directors which begins on page
3.
SOLICITATION EXPENSES
Proxies may be solicited by members of the Committee and by its Slate
by mail, telephone, telegraph and personal solicitation. Banks, brokerage houses
and other custodians, nominees and fiduciaries will be requested to forward
solicitation material to the beneficial owners of the Common Stock that such
institutions hold of record. The Steel Partners Committee will reimburse such
institutions for their reasonable out-of-pocket expenses.
<PAGE>
The entire expense of preparing and mailing this Proxy Statement and
any other soliciting material and the total expen- ditures relating to the
solicitation of proxies (including, without limitation, costs, if any, related
to advertising, printing, fees of attorneys, financial advisors, solicitors,
consultants, accountants, public relations, transportation and litigation) will
be borne by the Steel Partners Committee, with funds provided by Steel.
The Steel Partners Committee has retained MacKenzie Partners, Inc.
("MacKenzie Partners") to assist in the solicitation in proxies and proxies to
execute written consents and for related services. The Steel Partners Committee
has agreed to pay MacKenzie Partners a fee estimated at _______ and has agreed
to reimburse it for its reasonable out-of-pocket expenses. Approximately 35
persons will be used by MacKenzie Partners in its solicitation efforts.
The Steel Partners Committee estimates that its total expenditures
relating to the solicitation of proxies will be approximately $100,000. Total
cash expenditures to date relating to this solicitation have been approximately
$5,000. In addition to the use of the mails, proxies may be solicited by The
Steel
<PAGE>
Partners Committee and MacKenzie Partners, Inc. by telephone, telegram and
personal solicitation, for which no additional compensation will be paid to
those persons engaged in such solicitation. The Steel Partners Committee
presently intends to seek reimbursement from the Company for its reasonable
expenses in connection with this solicitation and does not expect to submit such
matter to a vote of security-holders, unless required by law.
<PAGE>
APPENDIX A
Transactions in the Securities
of the Company Within the Past Two Years
The following table sets forth information with respect to all
purchases and sales of shares of Common Stock of the Company by Steel, Steel
Services, Warren Lichtenstein, Lawrence Butler and Jack L. Howard during the
past two years. Messrs. Lichtenstein and Butler may be deemed beneficial owners
of Steel and Steel Services and have not engaged in any purchases or sales in
any other capacity. Each of the transactions was effected on the open market,
except where otherwise noted. Transactions on or before October 16, 1995 do not
give effect to the 5 for 1 reverse stock split implemented by the Company on
that date. STEEL PARTNERS II, L.P.
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
15,000 $.70750 01/25/95
26,500 .70750 02/01/95
23,500 .70750 02/03/95
10,000 .72870 02/07/95
10,000 .72875 02/09/95
7,119 .83250 02/14/95
25,000 .89500 02/16/95
45,000 .89500 02/17/95
20,500 .89500 02/22/95
347,900 .82250 02/22/95
10,000 .89500 02/23/95
10,000 .90500 02/28/95
7,000 .94000 03/03/95
15,000 .92120 03/09/95
2,500 .86370 03/10/95
16,000 .89500 03/10/95
54,000 .92620 03/10/95
7,500 .92620 03/15/95
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
25,000 .95750 03/17/95
45,750 .95250 03/20/95
12,500 .95750 03/20/95
18,000 .97250 03/24/95
10,000 .95750 03/24/95
38,100 .95750 03/29/95
2,000 .96000 03/29/95
10,000 .95750 04/05/95
10,000 1.02000 04/13/95
5,000 1.02000 04/17/95
35,000 1.02000 04/18/95
36,500 1.02000 04/24/95
12,000 1.02000 04/25/95
10,000 .98870 04/26/95
37,500 1.02000 04/26/95
5,000 .95750 04/27/95
5,000 .89500 04/28/95
9,300 .92000 04/28/95
2,500 .98870 04/28/95
7,500 .89500 05/02/95
10,000 .95100 05/02/95
100,000 .88000 05/02/95
7,800 .93000 05/04/95
10,000 .98870 05/05/95
30,000 1.02000 05/08/95
15,000 1.05000 05/09/95
66,000 1.05521 05/11/95
8,950 1.05000 05/16/95
3,400 1.03000 05/16/95
15,000 1.07000 05/17/95
5,000 1.40000 05/31/95
8,000 1.39500 05/31/95
170,000 1.39500 06/02/95
1,000 1.41000 06/05/95
9,500 1.40500 06/06/95
20,000 1.39500 06/06/95
5,000 1.39500 06/07/95
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
5,000 1.39500 06/08/95
50,000 1.39500 06/12/95
7,500 1.42620 06/13/95
60,000 1.36370 06/14/95
5,000 1.33250 06/15/95
2,500 1.49000 06/21/95
5,000 1.48870 06/21/95
2,000 1.50000 06/22/95
7,000 1.52000 06/22/95
5,000 1.55120 06/23/95
15,000 1.55120 07/12/95
25,000 1.55120 07/13/95
15,000 1.54000 07/14/95
5,000 1.55120 07/18/95
5,000 1.48870 07/19/95
2,500 1.55120 07/20/95
12,500 1.54000 07/20/95
3,000 1.48870 07/27/95
6,250 1.54000 07/28/95
25,000 1.52000 07/28/95
18,000 1.52000 07/31/95
37,500 1.54620 08/02/95
5,000 1.58250 08/03/95
1,250 1.64500 08/04/95
3,850 1.66000 08/04/95
5,000 1.64500 08/08/95
12,250 1.67620 08/08/95
4,000 1.67620 08/09/95
1,250 1.64500 08/10/95
5,000 1.67620 08/11/95
20,000 1.66000 08/11/95
3,500 1.64500 08/14/95
5,000 1.70750 08/14/95
5,000 1.70750 08/16/95
5,000 1.70750 08/17/95
5,000 1.73870 08/17/95
15,000 1.74000 08/18/95
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
10,000 1.73870 08/21/95
4,000 1.73870 08/22/95
32,500 1.70750 08/25/95
17,500 1.69000 08/30/95
6,853 1.77000 08/31/95
10,000 1.64500 09/12/95
9,000 1.70750 09/15/95
STEEL PARTNERS SERVICES, LTD.
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
3,000 $1.39500 06/19/95
18,500 1.40500 06/19/95
24,000 1.45750 06/19/95
2,500 1.49000 06/21/95
5,000 1.48870 06/21/95
2,000 1.50000 06/22/95
7,000 1.52000 06/22/95
5,000 1.55120 06/23/95
2,500 1.58250 06/29/95
25,000 1.55120 07/06/95
5,000 1.58250 07/11/95
15,000 1.55120 07/12/95
25,000 1.55120 07/13/95
15,000 1.54000 07/14/95
5,000 1.55120 07/18/95
5,000 1.48870 07/19/95
2,500 1.55120 07/20/95
12,500 1.54000 07/20/95
5,000 1.52000 07/25/95
3,000 1.48870 07/27/95
6,250 1.54000 07/28/95
25,000 1.52000 07/28/95
18,000 1.52000 07/31/95
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
37,500 1.54620 08/02/95
4,000 1.58250 08/03/95
1,250 1.64500 08/04/95
3,850 1.66000 08/04/95
5,000 1.64500 08/08/95
12,250 1.67620 08/08/95
4,000 1.67620 08/09/95
1,250 1.64500 08/10/95
5,000 1.67620 08/11/95
20,000 1.66000 08/11/95
3,500 1.64500 08/14/95
5,000 1.70750 08/14/95
5,000 1.70750 08/16/95
5,000 1.70750 08/17/95
5,000 1.73870 08/17/95
15,000 1.74000 08/18/95
10,000 1.73870 08/21/95
4,000 1.73870 08/22/95
32,500 1.70750 08/25/95
17,500 1.69000 08/30/95
6,000 1.77000 08/31/95
10,000 1.64500 09/12/95
9,000 1.70750 09/15/95
JACK L. HOWARD**
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- ----- --------
700 8.00 11/21/95
- --------
** All shares are held by Mr. Howard's wife, Kathryn E. Howard, as
custodian for their children. Mr. Howard disclaims beneficial ownership of these
shares.
<PAGE>
APPENDIX B
Security Ownership of Certain Beneficial Owners
The following table sets forth as of the Record Date, to the knowledge
of the Steel Partners Committee based on a review of publicly available
information, each person reported to own beneficially more than 5% of the
Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Name and Address Ownership of the Percent
of Company's Common of
Beneficial Owner Stock(1) Class(2)
---------------- -------- --------
<S> <C> <C>
Metropolitan Life Insurance Co.
One Madison Avenue
New York, NY 10010 546,666(3) 18.1%
Steel Partners II, L.P.
750 Lexington Avenue, 27th Fl.
New York, NY 10022 395,704 16.0%
The Steel Partners Committee
750 Lexington Avenue, 27th Fl.
New York, NY 10022 487,374(4) 19.7%
</TABLE>
- ---------------
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any security that such person has the right to acquire
within 60 days after January __, 1996.
(2) Percentage of ownership is based on 2,478,644 outstanding shares of
Common Stock.
(3) Metropolitan Life Insurance Company holds $8.2 million in principal
amount of the Company's Convertible Debentures due April 1999, as of
September 30, 1995. Such Debentures bear interest at the rate of 6% per
annum and are convertible at any time into one share of Common Stock
for each $15.00 of principal amount of Debenture. The amount and
percentage of Common Stock in the table represents beneficial ownership
as if the Debentures had been converted to Common Stock.
(4) This figure includes shares owned by Steel and Steel Services.
<PAGE>
IMPORTANT
1. If your shares are kept at your brokerage firm or bank, and they are
registered in your brokerage firm's or your bank's name, please send back only
the Steel Partners Committee enclosed BLUE Card in the special envelope
provided.
2. If your shares are registered in your own names, please sign, date
and return the enclosed BLUE Card to MacKenzie Partners.
3. Time is critically short. If you have previously signed and returned
a proxy card to the Company, for whatever reason, you have every legal right to
change your mind. Only your latest dated card will count. You may revoke any
earlier card returned to the Company by signing, marking, dating and returning
the enclosed BLUE Card provided by the Steel Partners Committee.
4. After signing the enclosed BLUE Card, do not sign any further cards
sent to you by the Company.
5. If Medical Imaging Centers of America, Inc. shares are held in the
name of a brokerage firm, bank nominee or other institution, only it can sign a
BLUE Card with respect to your shares. Accordingly, please contact the person
responsible for
<PAGE>
your account and give instructions for a BLUE Card to be signed representing
your Medical Imaging Centers of America, Inc. shares.
If you have any questions about giving your proxy or require assistance
in voting your Medical Imaging Centers of America, Inc. shares, please call:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (Collect)
or
CALL TOLL FREE (800) 322-2885
<PAGE>
EXHIBIT 4
STEEL PARTNERS II, L.P.
750 Lexington Avenue, 27th Floor
New York, New York 10022
Steven Wolosky
29 Downey Drive
Tenafly, New Jersey 07670
David C. Flaugh
P.O. Box 525
Rancho Santa Fe, CA 92067
Re: Medical Imaging Centers of America, Inc.
----------------------------------------
Dear Steve and David:
Thank you for agreeing to serve as nominees to the Board of Directors
of Medical Imaging Centers of America, Inc. ("MICA" or the "Company") in the
proxy solicitation that Steel Partners II, L.P. ("Steel") is about to undertake.
Your outstanding qualifications, I believe, will prove a valuable asset to MICA
and all of its stockholders. This letter will set forth the terms of our
agreement.
1. Steel agrees to indemnify you against any and all claims of any
nature, whenever brought, arising from the proxy and/or consent solicitation
irrespective of the outcome. This indemnification will include any and all costs
and expenses you may incur in responding to any claim, including reasonable
attorneys' fees. Upon election the parties will use their best efforts to have
the Company provide full indemnification. In addition, you
<PAGE>
will be reimbursed promptly for all reasonable out-of-pocket expenses.
If the foregoing terms are consistent with our understanding, please
sign below to indicate your acceptance.
Sincerely,
STEEL PARTNERS II, L.P.
By: Steel Partners, Ltd., the General
Partner of Steel Partners
Associates, L.P., General Partner
By: /s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chairman of the Board
ACCEPTED AND AGREED:
/s/ Steven Wolosky
- ------------------
Steven Wolosky
/s/ David C. Flaugh
- -------------------
David C. Flaugh
<PAGE>
EXHIBIT 5
STEEL PARTNERS II, L.P.
750 Lexington Avenue, 27th Floor
New York, New York 10022
Jack L. Howard
2927 Montecito Avenue
Santa Rosa, California 95404
Re: Medical Imaging Centers of America, Inc.
----------------------------------------
Dear Jack:
Thank you for agreeing to serve as a nominee to the Board of Directors
of Medical Imaging Centers of America, Inc. ("MICA" or the "Company") in the
proxy solicitation that Steel Partners II, L.P. ("Steel") is about to undertake.
Your outstanding qualifications, I believe, will prove a valuable asset to MICA
and all of its stockholders. This letter will set forth the terms of our
agreement.
1. Steel agrees to indemnify you against any and all claims of any
nature, whenever brought, arising from the proxy and/or consent solicitation
irrespective of the outcome. This indemnification will include any and all costs
and expenses you may incur in responding to any claim, including reasonable
attorneys' fees. Upon election the parties will use their best efforts to have
the Company provide full indemnification. In addition, you will be reimbursed
promptly for all reasonable out-of-pocket expenses.
<PAGE>
If the foregoing terms are consistent with our understanding, please
sign below to indicate your acceptance.
Sincerely,
STEEL PARTNERS II, L.P.
By: Steel Partners, Ltd., the General
Partner of Steel Partners
Associates, L.P., General Partner
By: /s/ Lawrence Butler
-------------------
Lawrence Butler,
President
ACCEPTED AND AGREED:
/s/ Jack L. Howard
- ------------------
Jack L. Howard
