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:
|X| Preliminary proxy statement
| | 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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1Set forth the amount on which the filing fee is calculated
and state how it was determined.
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| | 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:
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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
_______________________, 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.
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
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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, 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
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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, 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
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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 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.
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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
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
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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, 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
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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, 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 business since 1984, specializing in locating,
researching and accumulating grossly undervalued securities. Mr. Howard is a
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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 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
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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.
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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.
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
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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 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
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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
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
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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.
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
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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 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.
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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 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
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$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 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
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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.
The entire expense of preparing and mailing this Proxy Statement and
any other soliciting material and the total expen-
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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 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
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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
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
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Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
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
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
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<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
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
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.
Number of Shares
Purchased (Sold) Price Per Share Date
3,000 $1.39500 06/19/95
18,500 1.40500 06/19/95
24,000 1.45750 06/19/95
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<PAGE>
Shares of Common Price Per Date of
Stock Purchased (Sold) Share Purchase
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
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
-23-
<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
6,000 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.
-24-
<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.
Amount and Nature
of Beneficial
Name and Address Ownership of the Percent
of Company's Common of
Beneficial Owner Stock(1) Class(2)
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%
- ---------------
(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.
-25-
<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.
-26-
<PAGE>
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
-27-
<PAGE>
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. 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
A VOTE FOR PROPOSAL NO. 1 IS STRONGLY RECOMMENDED
2. ELECTION OF DIRECTORS:
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY to vote
listed below for all nominees below
Warren 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 PROPOSAL NO. 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 above.
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 TODAY.
-2-
