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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
MEDICAL IMAGING CENTERS OF AMERICA, INC.
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(Name of Registrant as Specified in its Charter)
MEDICAL IMAGING CENTERS OF AMERICA, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 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:
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4) Proposed maximum aggregate value of transaction:
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/X/ 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:
January 16, 1996
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MEDICAL IMAGING CENTERS OF AMERICA, INC.
9444 FARNHAM STREET, SUITE 100
SAN DIEGO, CA 92123
FEBRUARY 1, 1996
DEAR FELLOW SHAREHOLDER:
By now you may have received a solicitation from Steel Partners II, L.P., a
Delaware limited partnership ("Steel"). This dissident group is attempting to
take control of your company by removing all of the present members of your
Board, without cause, and replacing them with its own hand-picked nominees. For
the reasons set forth below, your Board urges you to reject Steel's
solicitation. Do not sign any proxy card Steel sends to you!
Steel is attempting to take complete control of MICA without making a bona
fide offer for the Company or offering to pay you a premium for gaining control.
You are urged to reject Steel's efforts by completing, signing, dating and
mailing today your GREEN proxy card. Your vote is important to the Company and
the future of your investment, so please act at once.
YOUR BOARD HAS A SUCCESSFUL TRACK RECORD IN ENHANCING
SHAREHOLDER VALUE
- THE BOARD'S TRACK RECORD SPEAKS FOR ITSELF. Since the fourth quarter of
1994 -- when CEO Robert Muehlberg reorganized the Board -- the value of
your stock has increased from $3.75 per share(1) to $9.00 per
share(2). AN INVESTMENT OF $100 MADE IN MICA STOCK AT THE TIME CURRENT
MANAGEMENT TOOK CHARGE WOULD BE WORTH $240 TODAY -- AN INCREASE OF
140%. This increase in your company's share price, in our view,
reflects the improvement in our earnings, the investment community's
belief in MICA's future, and confidence in your new management team.
COMPARISON OF 12 MONTH CUMULATIVE TOTAL RETURN*
<TABLE>
<CAPTION>
MEDICAL
IMAGING
CENTERS OF DOW JONES DOW JONES
MEASUREMENT PERIOD AMERICA, EQUITY MAR- HEALTH CARE NASDAQ STOCK
(FISCAL YEAR COVERED) INC. PEER GROUP KET PROVIDERS MARKET-US
<S> <C> <C> <C> <C> <C>
12/94 100 100 100 100 100
3/95 126 102 110 114 109
6/95 209 139 120 102 125
9/95 174 151 130 116 140
12/95 219 161 138 129 141
</TABLE>
*The graph and table set forth above assume $100 was invested on December 31,
1994, in each of the Company's Common Stock, the Dow Jones Equity Market Index,
the Dow Jones Health Care Providers Index, the Nasdaq Stock Market-U.S. Index
and the Peer Group, and that all dividends were re-invested. The Peer Group
(and their stock symbols) are: Alliance Imaging, Inc. (SCAN), American Health
Services Corp. (AHTS), American Shared Hospital Services (AMS), Health Images,
Inc. (HII), and Medical Diagnostics, Inc. (MDIY). This data was furnished by
Research Data Group.
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(1) Closing price on December 31, 1994, after giving effect to the one-for-
five reverse stock split which occurred in 1995.
(2) Closing price on February 1, 1996.
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- IN THE FIRST NINE MONTHS OF 1995, THE COMPANY EARNED $1.6 MILLION FROM
OPERATIONS. Further, shareholders' equity increased in 1995 by more
than $5 million. We think you will agree that this is solid evidence
that the Board assembled under Mr. Muehlberg's leadership is succeeding
in its efforts to maximize value for all of MICA's shareholders.
STEEL'S PROGRAM IS CONTRARY TO YOUR INTERESTS
- WHY SHOULD STEEL, A MINORITY SHAREHOLDER WITHOUT ANY EXPERIENCE
WHATSOEVER IN THE DIAGNOSTIC IMAGING INDUSTRY, BE GIVEN 100 PERCENT
CONTROL OF YOUR BOARD OF DIRECTORS AND THE ABILITY TO SPEAK (AND ACT)
FOR ALL SHAREHOLDERS? Your Board offered Steel substantial
representation on the Board. Steel was offered two seats on a seven
person Board or 29% of its membership, far in excess of Steel's then
19.7% ownership of the Company's Common Stock3. Steel rejected this
offer and instead is seeking control of your entire Board. AND, IF
STEEL IS SUCCESSFUL, IT WANTS ALL MICA SHAREHOLDERS TO PAY FOR THIS
COSTLY FIGHT. STEEL HAS NOW DISCLOSED THAT IF IT GAINS CONTROL OF THE
BOARD, IT INTENDS TO SEEK REIMBURSEMENT FROM THE COMPANY FOR ITS PROXY
SOLICITATION EXPENSES.
- STEEL HAS STATED THAT ITS NOMINEES INTEND TO RESCIND THE SHAREHOLDER
RIGHTS PLAN (THE "RIGHTS PLAN") ADOPTED BY THE BOARD IN 1991. The
Rights Plan was adopted to deter coercive or unfair takeover action and
to protect the shareholders against unsolicited attempts to acquire
control of your company that do not offer shareholders the full value
of their investment, (i.e., attempts which fail to pay any "control
premium" to the Company's shareholders). REMEMBER, ANY RECISION OF THE
RIGHTS PLAN WOULD PERMIT STEEL TO ACQUIRE ADDITIONAL SHARES OF COMMON
STOCK WITHOUT BOARD APPROVAL AND WOULD THEREBY ALLOW STEEL TO ACQUIRE
EFFECTIVE CONTROL OF YOUR COMPANY WITHOUT PAYING A "CONTROL PREMIUM" TO
YOU AND ALL OTHER SHAREHOLDERS.
TAKE A LOOK AT STEEL'S HISTORY
- STEEL HAS A HISTORY OF ACQUIRING AN INTEREST IN SMALL, PUBLICLY-HELD
COMPANIES AND THREATENING TO WREST CONTROL OF THE BOARDS OF DIRECTORS
IF ITS DEMANDS ARE NOT MET, OFTEN ATTRACTING LAWSUITS FOR SECURITIES
LAW VIOLATIONS ALONG THE WAY. Among the other companies Steel and its
affiliates have threatened since 1991 are Kinark Corp., Park-Ohio
Industries, Inc., Esquire Radio and Electronics, Inc., Gateway
Communications, Inc., Parallan Computer, Inc., P&F Industries, Inc.,
Regency Equities Corp., Synercom Technology, Inc., and AutoInfo Inc.
Ask yourself if Steel's interests are the same as yours. Do you want
its nominees as directors of your company?
DON'T BE FOOLED BY STEEL'S MUDDLED FACTS
- DON'T BE MISLED BY STEEL AND ITS TACTICS BUT TAKE A CLOSE LOOK AT THE
FACTS. Steel asks you to consider the Board's track record from 1989
through 1994. Is it fair to hold the current Board responsible for the
Company's performance before it was elected? In our view, Steel is
attempting to muddle the facts in its effort to take control of your
Company. INSTEAD, YOU SHOULD LOOK AT THE COMPANY'S PERFORMANCE SINCE
YOUR CURRENT BOARD TOOK CONTROL -- A PERIOD IN WHICH THE COMPANY HAS
RETURNED TO PROFITABILITY AND THE PRICE OF YOUR STOCK HAS RISEN 140% TO
REFLECT THIS IMPROVED PERFORMANCE.
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(3) Steel's ownership as of the record date, January 17, 1996, was 18.4%.
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DON'T ELECT STEEL'S NOMINEES
- THE ELECTION OF STEEL'S NOMINEES WILL HAVE OTHER SERIOUS
CONSEQUENCES -- IT WILL OBLIGATE THE COMPANY TO OFFER TO PREPAY $8.2
MILLION IN CONVERTIBLE SUBORDINATED DEBENTURE DEBT. If the Company is
forced to use substantially all of its cash for such a prepayment, its
ability to effect certain business combinations and pursue attractive
value-enhancing transactions may be severely limited.
- YOUR BOARD HAS PLANS FOR THE COMPANY WHICH ARE INTENDED TO BENEFIT ALL
SHAREHOLDERS, NOT JUST STEEL. Options being considered by the current
Board include expansion of the Company's regional presence in existing
Diagnostic Medical Center markets through business combinations that
would positively impact operating results, redemptions of Common Stock
and the refinancing of existing debt. YOUR BOARD, WHICH BENEFICIALLY
OWNS 7% OF THE COMPANY'S COMMON STOCK, HAS OVER 60 YEARS OF COMBINED
EXPERIENCE IN THE DIAGNOSTIC IMAGING INDUSTRY AND IS IN THE BEST
POSITION TO ENHANCE SHAREHOLDER VALUE.
YOUR CURRENT BOARD OF DIRECTORS HAS A FIDUCIARY RESPONSIBILITY TO ALL OF THE
COMPANY'S SHAREHOLDERS. STEEL HAS NO SUCH RESPONSIBILITY. IT ONLY HAS A
RESPONSIBILITY TO ITS OWN INVESTORS AND ITSELF.
REJECT STEEL'S EFFORTS TO TAKE CONTROL OF MICA
VOTE YOUR GREEN PROXY CARD TODAY
Your Board urges you not to sign any proxy card sent to you by Steel -- not
even as a vote of protest, as this will cancel any card previously executed to
support your Directors. Your Board urges you to vote against the Steel
proposals. To support your Board, please complete, sign, date and mail today
your green proxy card, in what your Board believes to be your own best interest.
Your vote is important, so please act at once.
You have our assurance that we will continue to act in the best interests
of all shareholders. On behalf of your Board of Directors, thank you for your
support.
Sincerely,
/s/ ROBERT S. MUEHLBERG
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Robert S. Muehlberg
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
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IF YOU HAVE QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES PLEASE CONTACT:
MEDICAL IMAGING CENTERS OF AMERICA, INC.
9444 FARNHAM STREET, SUITE 100
SAN DIEGO, CA 92123
TOLL FREE (800) 762-5863
OR
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NY 10005
(212) 269-5550 (COLLECT)
OR
CALL TOLL FREE (800) 326-3066
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