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 o
Filed by a party other than the registrant |X|
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/X/ 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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<PAGE>
FOR IMMEDIATE RELEASE
CALIFORNIA FEDERAL COURT FINDS FOR STEEL PARTNERS; DENIES MEDICAL
IMAGING'S APPLICATION FOR EXPEDITED DISCOVERY IN PROXY CONTEST
AND COURT ALSO SETS DATE FOR DISMISSAL
New York, New York -- January 19, 1996 -- STEEL PARTNERS II, L.P., a
New York based investment partnership, announced today that a federal district
court in San Diego, California, rejected the application of Medical Imaging
Centers of America, Inc. ("NASDAQ; MIGA") for an order granting Medical Imaging
expedited discovery in a contest for corporate control and granted Steel
Partners' application for a stay of all discovery. The ruling of the U.S.
District Court for the Southern District of California, found that Medical
Imaging has been unable to show that it would be "unduly prejudiced" by a stay
of discovery.
Steel Partners today also announced that it has filed a motion to
dismiss the lawsuit brought against it last week by Medical Imaging. Medical
Imaging's suit was filed in response to Steel Partners' December 29, 1995
announcement that it had called for a special meeting of Medical Imaging
shareholders, to be held February 26, 1996. Steel Partners had filed preliminary
proxy materials with the SEC in order to seek the ouster of Medical Imaging's
present Board of Directors.
Mr. Lichtenstein of Steel Partners said "shareholders should take note
of the court's ruling particularly in light of E. Keene Wolcott's January 11,
1996 decision to resign from the Medical Imaging Board over the decision to sue
Steel Partners".
According to Mr. Lichtenstein, "Steel Partners looks forward to
establishing that a 19.7% shareholder of a publicly traded U.S. company has the
right to commence a proxy solicitation of, and communicate with, its fellow
shareholders, free from the heavy costs and distractions of a federal court
action, and particularly of the expense and burdens of frivolous discovery. We
are extremely disappointed to learn in their preliminary proxy materials that
Medical Imaging expects to spend $500,000 on the solicitation alone, and that
$200,000 of that sum has already been expended, before the solicitation has
officially begun."
Steel Partners' attorney and a nominee for director, Steven Wolosky of
Olshan Grundman Frome & Rosenzweig LLP, said he believes that the Court's ruling
was the first in a corporate takeover battle under the Private Securities
Litigation Reform Act of 1995, enacted by Congressional vote last December 22nd.
According to the attorney, the new federal law requires that a Court issue such
a stay, absent extraordinary circumstances, where a party, such as Steel
Partners moves to dismiss a complaint for violation of the Federal Securities
Exchange Act.
- more -
<PAGE>
Steel Partners filed its motion to dismiss Medical Imaging's complaint which it
believes lacks good grounds and is frivolous.
According to the Steel Partners attorney, the 1995 Act imposes broad
new pleading requirements on any action interposed under the federal Securities
Exchange Act of 1934, including all of Medical Imaging's federal claims. Steel
Partners' attorney indicated that Medical Imaging's complaint fails to comport
with the new pleading standards because it fails to particularize or provide any
factual support for Medical Imaging's various charges. The Court is to hear
Steel Partners' motion to dismiss on February 20, 1996.
The Steel Partners Committee is made up of Steel Partners and Steel
Partners Services, Ltd. The members of the Committee hold 487,374 shares, or
19.7%, of Medical Imaging's common stock. The Committee's nominees for election
to the board of directors of Medical Imaging are Warren Lichtenstein, Lawrence
Butler, Jack L. Howard, David C. Flaugh and Steven Wolosky. Both Warren
Lichtenstein and Lawrence Butler beneficially own 487,374 shares of Medical
Imaging's common stock, all of which are owned by either Steel Partners or Steel
Partners Services. Both Messrs. Lichtenstein and Butler are executive officers
of the members of the Committee, or their general partner. Jack L. Howard
beneficially owns 700 shares of Medical Imaging's common stock, all of which are
owned by his wife, in trust for their children. Neither Messrs. Wolosky nor
Flaugh beneficially owns any shares of Medical Imaging's common stock.
# # #
CONTACTS FOR STEEL PARTNERS:
Daniel Burch
Mark Harnett
(212) 929-5500
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