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
|X| Definitive proxy statement
| | 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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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 The
Embassy Suites, 4550 La Jolla Village Drive, San Diego, California 92122 at
10:00 a.m. (Pacific Standard Time) 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.
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
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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, 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 23, 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.
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Only Stockholders of record at the close of business on January 17,
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, 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 cumulative voting is in effect at the Meeting, the Steel Partners
Committee is soliciting discretionary authority to cumulate votes. 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. Where no vote is
specified or where a vote for all nominees is marked, the cumulative votes
represented by a proxy will be cast at the discretion of the proxyholders in
order to elect the maximum number of nominees under the then prevailing
circumstances. If you withhold your vote for a nominee, all of your cumulative
votes will be distributed to the remaining nominees. 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 regardless of whether additional
directors are nominated.
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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 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
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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 has been Chairman and a director of WGL Capital
Corp., a co-general partner of Steel Partners, L.P., a Delaware limited
partnership (a private investment partnership), since 1990. Mr. Lichtenstein has
been Chairman of the Board, Secretary and a Managing Member of Steel Partners,
L.L.C. ("Partners"), the general partner of Steel Partners II, L.P. ("Steel")
since January 1, 1996. Prior to such time, Mr. Lichtenstein was the Chairman and
a director of Steel Partners, Ltd. ("Former General Partner"), the general
partner of Steel Partners Associates, L.P. ("Associates"), which was the general
partner of Steel since 1993 and prior to January 1, 1996. Mr. Lichtenstein is
also Chairman of the Board, Secretary and a Director of Steel Partners Services,
Ltd. ("Steel Services"). For information regarding Steel, Partners 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, 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
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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, Treasurer and
a Managing Member of Partners, the general partner of Steel, since January 1,
1996. Prior to such time, Mr. Butler was the President and a director of the
Former General Partner. He is also President, Treasurer and a Director of Steel
Services. Prior to forming Steel Partners, L.P., Mr. Butler worked for Columbia
Savings and Loan in Beverly Hills, California 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 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
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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 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. In April 1995, National
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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 has
not purchased or sold any shares of the Company in the past two years. 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.
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
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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.
The current directors of the Company are Robert S. Muehlberg; Denise
L. Sunseri; 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, and Mr. Burnett has been a
director since 1993. E. Keene Wolcott had been a director since 1991, but
resigned January 11, 1996. 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 March 1995, Steel filed a Schedule 13D, disclosing that it
beneficially held 5.6% of the shares of Common Stock of the Company, and that it
intended to ask the Issuer to have one
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or more of its representatives appointed to the Board of Directors of the
Company. 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 with four directors in November 1995 to discuss
Steel's concerns regarding the Poison Pill, including 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
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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.
On January 10, 1996, the Company commenced litigation in the United
States District Court for the Southern District of California against Steel and
certain of its affiliates (the "Steel Defendants") alleging that the Steel
Defendants violated certain federal securities laws and state tort laws in
connection with their acquisition of Common Stock and their proxy solicitation.
The Company's complaint alleges, among other matters, that the Steel Defendants
violated Section 13(d) of the Securities Exchange Act of 1934 by, among other
things, filing false and misleading Schedules 13D that failed to disclose the
Steel Defendants' true ownership of Common Stock and their true intent to
attempt to take control of the Company. The complaint seeks, among other things,
to have the Court preliminarily and permanently enjoin the Steel Defendants'
proxy solicitation and their acquisition and voting of shares of Common Stock,
and damages for the Steel Defendants' tortious interference with the Company's
economic relations. The Company also sought an order granting expedited
discovery. On January 18, 1996, the court denied the Company's application for
expedited discovery and granted the Steel Defendants' application for a stay of
discovery pending a determination of the Steel Defendants' motion to dismiss.
The court has set a hearing date of February 20, 1996 on the Steel Defendants'
motion to dismiss.
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The Steel Defendants intend to vigorously defend themselves against the claims
brought by the Company.
On January 11, 1996, E. Keene Wolcott resigned as a director of the
Company. In his letter of resignation to the Company, filed by the Company on
Form 8-K, he wrote that he was "most distressed by the actions of the management
of MIKA in regard to the filing of the suit in the U.S. District Court versus
Steel Partners Associates, Steel Partners II and certain individuals as
announced yesterday." He further wrote that he believes that "anti-take-over
strategies (poison pills) are contrary to democratic capitalism and are not in
the best interest of the stockholders."
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 Committee's nominees have no plans to make any
changes in current management, including Mr. Muehlberg. However, if Proposals 1
and 2 are approved, Mr. Muehlberg will no longer be a director.
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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 except as described below. The Steel Partners
Committee believes, based on information contained in a Preliminary Proxy
Statement filed by the Company, that the approval of Proposals 1 and 2 will
trigger provisions in employment contracts between the Company and each of Mr.
Muehlberg and Ms. Sunseri, which would allow each of them to terminate their
service to the Company and receive compensation equivalent to one year's salary
and employee benefits, estimated to be approximately $170,000 and $145,000,
respectively.
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, L.L.C. ("Partners"), a
Delaware limited liability company. The principal business of Steel is investing
in the securities of micro-cap companies (companies with market capitalizations
of $100,000,000 or less, which includes the Company). The principal business
address of Steel and Partners is 750 Lexington Avenue, 27th Floor, New York, New
York 10022. The executive officers and managing members of Partners are as
follows: Warren G. Lichtenstein is Chairman, Secretary and a Managing Member;
and Lawrence Butler is President, Treasurer and a Managing Member. As of the
Record Date, Steel was the owner of 395,704 shares of the Common Stock of the
Company. Partners did not beneficially own any shares of the Common Stock of the
Company on the Record Date, except
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by virtue of its 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
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
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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
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 understanding 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 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
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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.
The entire expense of preparing and mailing this Proxy Statement and
any other soliciting material and the total expenditures 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
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estimated at $25,000 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 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.
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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
-18-
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ----------------------- --------- ---------
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
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
-19-
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ----------------------- --------- ---------
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
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
-20-
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ----------------------- --------- ---------
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
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
-21-
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ----------------------- --------- ---------
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
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
-22-
<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
- ---------------------- --------- ---------
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
Stock Purchased (Sold) Share Date
- ----------------------- --------- ----
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.
-23-
<PAGE>
APPENDIX B
Security Ownership of Certain Beneficial Owners
The following table sets forth as of December 31, 1995, 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.
Amount and Nature
of Beneficial
Name and Address Ownership of the Percent
of Company's Common of
Beneficial Owner Stock(1) Class(2)
---------------- ----------------- --------
General Electric Company
20825 Swenson, Suite 100
Waukesha, WI 53186 160,000 6.1%
Metropolitan Life Insurance Co.
One Madison Avenue
New York, NY 10010 372,727(3) 13.1%
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%
- ---------------
(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 December 31, 1995.
(2) Percentage of ownership is based on 2,478,644 outstanding shares of
Common Stock.
(3) Metropolitan Life Insurance Company holds $5,590,900 million in
principal amount of the Company's Convertible Debentures due April
1999. 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.
-24-
<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 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
-25-
<PAGE>
MEDICAL IMAGING CENTERS OF AMERICA, INC.
SPECIAL MEETING OF STOCKHOLDERS
This Proxy is Solicited on Behalf of the
Steel Partners Committee
The undersigned hereby revokes all prior proxies given by the
undersigned and appoints Warren G. Lichtenstein, Lawrence Butler and Daniel
Burch, or any one of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them and each of them to represent and to
vote, as designated below, at the Special Meeting of Stockholders to be held on
February __, 1996, or any adjournment thereof, all the shares of Common Stock of
Medical Imaging Centers of America, Inc., which the undersigned is entitled to
vote thereat.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO MARKING IS MADE, THIS PROXY WILL BE DEEMED TO BE
A DIRECTION TO VOTE "FOR" PROPOSALS 1 AND 2. WITH RESPECT TO THE
ELECTION OF DIRECTORS (PROPOSAL 2), WHERE NO VOTE IS SPECIFIED OR WHERE
A VOTE FOR ALL NOMINEES IS MARKED, THE CUMULATIVE VOTES REPRESENTED BY
A PROXY WILL BE CAST AT THE DISCRETION OF THE PROXIES NAMED HEREIN IN
ORDER TO ELECT THE MAXIMUM NUMBER OF NOMINEES UNDER THE THEN PREVAILING
CIRCUMSTANCES. IF YOU WITHHOLD YOUR VOTE FOR A NOMINEE, ALL OF YOUR
CUMULATIVE VOTES WILL BE DISTRIBUTED TO THE REMAINING NOMINEE(S).
1. REMOVAL OF DIRECTORS:
[ ] FOR removal of [ ] AGAINST removal of
all present directors all present directors
without cause without cause
2. ELECTION OF DIRECTORS:
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY to vote
listed below for all nominees listed below
Warren G. Lichtenstein, Lawrence Butler, Jack Howard, David C.
Flaugh and Steven Wolosky
(INSTRUCTION: To withhold authority to vote for any individual
nominee, mark "[ ] FOR all nominees listed below" and
strike a line through that nominee's name in the list
above.)
A VOTE FOR PROPOSALS NO. 1 AND 2 IS STRONGLY RECOMMENDED
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY BE PROPERLY PRESENTED TO THE MEETING OR ANY ADJOURNMENT
OR ADJOURNMENTS THEREOF.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
Dated:________________________, 1996
[IMPORTANT - PLEASE FILL IN DATE]
------------------------------------
Signature
------------------------------------
Title
------------------------------------
Signature if held jointly
<PAGE>
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person. This
proxy votes all shares held in all
capacities by the signatory.
PLEASE MARK, SIGN, DATE AND MAIL YOUR BLUE PROXY.
-2-
