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
/ / Definitive proxy statement
/X/ 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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/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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THE STEEL PARTNERS COMMITTEE
750 Lexington Avenue
New York, NY 10022
January 23, 1996
Dear Fellow Medical Imaging Shareholder:
We are writing to you as Medical Imaging Centers of America's largest
shareholder. We own ALMOST 20% (487,374 SHARES) of the Company, compared to LESS
THAN 1% (2,654 SHARES) owned by the entire Board.
Our Committee has called a special meeting of shareholders for February
26, 1996 to address key issues regarding shareholder democracy:
o Who do you want to be in charge of the Company, its assets and its
future?
o Who should determine the share ownership of the Company -- the
Board with its poison pill, or the true owners of the Company, its
shareholders?
The current Board claims to have your interests in mind and wants you
to believe that Steel Partners does not. A look at the past six years - - and
the most recent six weeks - demonstrates that Medical Imaging's shareholders
need to remove the present Board and replace them with the Committee's nominees.
SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY. DON'T BE FOOLED BY THE
COMPANY'S DISTORTIONS! LOOK AT THE FACTS - - AND ONLY THE FACTS.
THE BOARD'S TRACK RECORD IS DISASTROUS
o A What has been the Board's track record? Based on the Company's
public filings with the SEC, the sum of $100, if invested in the
Company's common shares in 1989, would have been worth $6 at year
end 1994. SHAREHOLDERS HAVE SUFFERED ENOUGH!
o Why has Medical Imaging's share price improved in 1995? What
changed? Starting in January 1995, Steel Partners actively began
to purchase shares. Steel continued to purchase shares throughout
1995 at increasing prices, and now owns almost 20% of the
Company's shares. Steel
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Partners believes its purchasing activity is the principal reason
for the price increase in 1995. STEEL PARTNERS' COMMITMENT TO THE
COMPANY HAS INCREASED THE VALUE OF YOUR INVESTMENT.
THE BOARD'S PROGRAM IS CONTRARY TO YOUR INTERESTS
The Board's program includes more than poor share performance. The
Board has shown that it will go to any length to protect their jobs -- spending
your money if needed -- and even using a "poison pill" to prevent shareholders,
like Steel Partners, from buying stock. What are the facts?
o The current Board has refused to redeem the "poison pill" that was
adopted without shareholder approval.
o E. Keene Wolcott, a director since 1991, resigned on January 11,
1996 in protest over the current Board's self-interested conduct.
Mr. Wolcott's letter to the Board says it best: "ANTI-TAKE-OVER
STRATEGIES (POISON PILLS) ARE CONTRARY TO DEMOCRATIC CAPITALISM
AND ARE NOT IN THE BEST INTEREST OF THE STOCKHOLDERS."
o Steel Partners agrees. You should, too! VOTE OUT THE "POISON PILL"
DIRECTORS!
o The current Board has responded to Steel Partners lawful request
for a meeting of shareholders with costly litigation and high
priced "consultants". In just a short time, the Company has spent
$200,000 to "fight" Steel Partners' simple proposal that
shareholders vote now on the Company's future -- AND THE CURRENT
BOARD HAS ANNOUNCED THAT IT MAY SPEND AN ADDITIONAL $300,000, OR
MORE.
o Did the Board fight this hard from 1989 to 1994 to reverse the
downward slide in the price of your shares? If management owned
more than 2,654 shares, would management spend their money to
interfere with corporate democracy? We don't think so. VOTE OUT
THE "SPEND OTHER PEOPLE'S MONEY" DIRECTORS!
o The Board has approved "golden parachutes" and salary increases
for the officer/directors and options and warrants to all
directors. VOTE OUT BOB MUEHLBERG AND HIS DIRECTORS!
DON'T BE FOOLED BY THE BOARD'S SMOKESCREEN TACTICS
o The current Board claims to have faith in its business plan for
the Company and asks for our support. But if the current Board
believed in its own program, then why
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haven't they purchased a single share in over two years? The Board
has demonstrated its lack of confidence in their own business
strategy. DON'T BE FOOLED BY THE BOARD'S PROMISE TO DO BETTER!
o The Board claims that Steel Partners should accept its proposal to
restrict its representation to two seats on a seven-person board
-- even though 100% of the Board is now controlled by directors
who own less than 1% of the Company's shares. The real issue is
who do you want as steward for the Company and its assets? DON'T
BE FOOLED BY THE BOARD'S PHONY MATHEMATICS.
o The Board claims that Steel Partners will act contrary to the
interests of other shareholders. Who do you think is more likely
to protect YOUR interests in the ---- Company, Steel Partners,
whose investment in the Company is valued at approximately $4.3
million, or the current Board which owns 2,654 shares? STEEL
PARTNERS' INTERESTS ARE THE SAME AS YOURS - - TO SEE THE PRICE OF
MEDICAL IMAGING SHARES INCREASE.
o The Board claims that Steel Partners has accepted greenmail in the
past. This is a lie. STEEL PARTNERS HAS NEVER RECEIVED A GREENMAIL
PAYMENT, OR ANY SIMILAR PREFERENTIAL PAYMENT.
o Steel Partners has neither requested and would not accept any
greenmail payment from the Company. DON'T BE FOOLED BY THE CURRENT
BOARD'S SMOKESCREEN CHARGES.
VOTE FOR THE STEEL PARTNERS' NOMINEES
AS DESCRIBED IN THE ENCLOSED PROXY STATEMENT, STEEL PARTNERS HAS A
HISTORY OF MAXIMIZING THE VALUE FOR ALL SHAREHOLDERS IN COMPANIES IN WHICH IT
HAS INVESTED. The Committee is committed to providing Medical Imaging
shareholders with a chance to determine if the current Board of Directors or
Steel Partners' nominees should have an opportunity to maximize shareholder
value. We invite you to read our enclosed proxy statement carefully, which
contains further details about the reasons for our solicitation and the
backgrounds of our nominees.
VOTE YOUR BLUE PROXY CARD TODAY
Please mark, sign, date and mail the Committee's BLUE proxy card
in the enclosed postage-paid envelope provided.
If you have questions or comments, please call the Committee
directly at (212) 446-5217 or call MacKenzie Partners, Inc., which is assisting
the Committee with this transaction, toll-free at (800) 322-2885. We would be
pleased to discuss our
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slate and plans for the Company with you or to instruct you on how to make sure
your shares are voted.
We appreciate your consideration of our slate and plans for
Medical Imaging.
On behalf of the Steel Partners Committee,
Sincerely,
/S/ WARREN LICHTENSTEIN
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Warren Lichtenstein
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