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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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AMSERV HEALTHCARE INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
June 2, 1995
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AMSERV
HEALTHCARE
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AN URGENT MESSAGE TO AMSERV SHAREHOLDERS
DO NOT LET THOMAS CLARKE
AND HIS STOCKBRIDGE INVESTMENT PARTNERS
DERAIL THE STAR MULTI CARE MERGER AND
SEIZE CONTROL OF YOUR COMPANY FOR FREE!
SIGN, DATE AND RETURN THE ENCLOSED
WHITE REVOCATION OF CONSENT CARD TODAY!
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March 13, 1996
Dear Fellow AMSERV Shareholder:
As announced earlier this year, on February 9, 1996, AMSERV HEALTHCARE entered
into a definitive agreement to merge with Star Multi Care Systems, Inc. after an
extensive and lengthy review of potential business combinations. The proposed
Star Multi Care merger is the product of extensive efforts by your company and
Batchelder & Partners, Inc., our Financial advisor, to maximize the long-term
interests of all shareholders.
The substantial advantages that you could realize from such a merger are now
endangered, however, by Thomas Clarke and his Stockbridge Investment Partners,
Inc., a closely held private company, who are soliciting consents to replace
your current Board with their handpicked slate. YOUR BOARD BELIEVES THAT CLARKE
WANTS TO DERAIL THE PROPOSED MERGER WITH STAR MULTI CARE SERVICES, INC. IN ORDER
TO GAIN CONTROL OF YOUR COMPANY FOR FREE AND THEN WORK A "SWEETHEART" DEAL WITH
HIS DEBT RIDDEN WHOLLY-OWNED SUBSIDIARY YORK HANNOVER PHARMACEUTICALS, INC.
("YORK").
YOUR BOARD UNANIMOUSLY OPPOSES THE STOCKBRIDGE SOLICITATION AND STRONGLY URGES
YOU NOT TO RETURN ANY BLUE CONSENT CARDS. INSTEAD, PLEASE USE THIS OPPORTUNITY
TO MAXIMIZE VALUE FOR ALL SHAREHOLDERS BY SIGNING, DATING AND RETURNING THE
ENCLOSED WHITE REVOCATION OF CONSENT CARD AND MAILING IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
AMSERV HEALTHCARE INC * 3252 Holiday Court, Suite 204 * La Jolla, CA 92037 *
(619) 597-1000
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WHY YOU SHOULD NOT CONSENT TO GIVING AWAY
THE VALUE OF YOUR INVESTMENT
Mr. Clarke has long been interested in combining York with AMSERV as part of his
fancifully titled "Stockbridge Plan." In furtherance of that goal, he has been
regularly threatening to remove your Board for over a year. Last October the
Board invited Stockbridge to participate on a fair and equal basis with other
interested parties in a comprehensive review of potential business combinations,
described in detail in the attached Revocation of Consent Statement. Your Board
determined that the proposed Star Multi Care merger was the most advantageous to
all shareholders and rejected Mr. Clarke's proposal as inferior.
Now Mr. Clarke's Stockbridge group is once again attempting to remove your
Board. HE IS NOT OFFERING ANY ECONOMIC ALTERNATIVE TO THE STAR MERGER NOR ANY
PREMIUM FOR TURNING CONTROL OF YOUR COMPANY OVER TO HIS NOMINEES. We believe his
underlying objective is to seize control of your company without paying a cent,
and then to finally achieve his long sought combination of AMSERV with one of
his privately held companies. Despite the fact that, as stated in their Consent
Statement, Stockbridge intends to employ two members of its group (Mr. Clarke
and Mr. Cummings) as executive officers of AMSERV should they seize control,
they state that they do not plan on instituting any special policies with regard
to conflicts of interest: I.E., THEY INTEND TO ESTABLISH NO SAFEGUARDS AGAINST
SELF-DEALING.
MAXIMIZE THE VALUE OF YOUR INVESTMENT
In contrast to the lack of economic value proffered by Stockbridge, the proposed
merger with Star Multi Care is far more advantageous to all shareholders for a
number of compelling reasons:
* VALUE FOR YOUR AMSERV SHARES
Under the terms of the agreement, AMSERV shareholders will receive, through a
tax-free share swap, one share of Star common stock for each 2.445 shares of
AMSERV common stock, which represents a premium for AMSERV shareholders based on
the closing prices on January 5, 1996, for AMSERV and Star stock.
* STAR'S TRACK RECORD -- REVENUES
Star is a public company with current estimated revenues for fiscal 1996 of $35
million. Star is a primary provider of proprietary, custodial and high-tech home
healthcare services throughout the New York City metropolitan area, upstate New
York and southeastern Florida.
York, the entity whom Stockbridge proposed to merge with AMSERV, is a small
private company with no business operations and whose only revenue stream
derives from a minority interest in a limited partnership with no meaningful
historical operations or audited financial statements. According to a leading
credit service, for the year ended December 31, 1995, York's sales were only
$2,780,095, Net Loss was $535,970, and debt totalled $2,179,876.
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* STAR'S TRACK RECORD -- MANAGEMENT
As illustrated by Star's fifteen consecutive quarters of increased earnings,
Star's management team has a proven track record in the home care industry. As a
result, Star's stock has maintained a strong price-earnings ratio in relation to
the health-care industry. Upon consummation of the merger with Star, AMSERV
would be a wholly-owned subsidiary of Star and would be managed by the current
management of Star. In the past year, Star's stock price has appreciated 82%
(increasing from 3-9/16 on March 6, 1995 to 6-l/2 on March 6, 1996).
The Stockbridge nominees, on the other hand, have little or no experience as
officers or directors of public companies, especially those in the home care
industry.
* STRATEGIC SYNERGIES
The similarities of Star's and AMSERV's line of business and geographic
locations will prove to be of strategic benefit to the combined company.
* Cost Savings
Significant cost savings should ensue from the closure of AMSERV's corporate
office and the related reduction of corporate personnel because of Star's
capability to absorb these duplicate functions, which York cannot do.
BECAUSE YOUR BOARD BELIEVES IT IN THE BEST INTEREST OF ALL SHAREHOLDERS TO
PROCEED WITH THE MERGER WITH STAR, WE URGE YOU NOT TO SIGN ANY BLUE CONSENT CARD
YOU MAY RECEIVE FROM STOCKBRIDGE AND TO REVOKE ANY BLUE CONSENT CARD THAT YOU
MAY HAVE PREVIOUSLY RETURNED.
IF YOU HAVE PREVIOUSLY RETURNED A BLUE CONSENT CARD, YOU HAVE EVERY RIGHT TO
CHANGE YOUR MIND AND REVOKE YOUR CONSENT BY SIGNING, DATING AND RETURNING THE
ENCLOSED WHITE REVOCATION OF CONSENT CARD TODAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Even if you have not previously returned a blue consent card to
Clarke's group, you may sign and return a WHITE revocation of consent card to
AMSERV, which would assist us in monitoring the progress of the Stockbridge
solicitation.
Thank you for your support on behalf of all AMSERV shareholders and your Board
of Directors.
Sincerely,
Eugene J. Mora
Chairman of the Board
Chief Executive Officer
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If your shares of Common Stock are held
in the name of a bank or brokerage firm,
only that firm can execute a revocation of consent on your behalf.
Please contact the person responsible for your account and give
instructions for a WHITE revocation of consent card
to be voted REVOKING CONSENT on all items.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
INTERNET: World Wide Web http://www.georgeson.com
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[AMSERV LOGO]
NEWS RELEASE
AMSERV HEALTHCARE INC.
For immediate release. Contact: Gene Mora
President
619-597-1000
Extension 210
AMSERV HEALTHCARE INC.
DENOUNCES STOCKBRIDGE INVESTMENT PARTNERS, INC. LAWSUIT
San Diego, California, March 4, 1996 -- AMSERV HEALTHCARE INC. (NASDAQ: AMSR)
AMSERV HEALTHCARE INC. ("AMSERV") announced today that it will vigorously defend
itself against a lawsuit filed in U.S. District Court, District of
Massachusetts, on February 23, 1996, by Stockbridge Investment Partners, Inc.
("Stockbridge"), a closely-held private company. The lawsuit alleges that AMSERV
breached the October 18, 1996 Agreement between the two companies whereby
Stockbridge agreed to participate on a fair and equitable basis in a process
announced last October by AMSERV's Board of Directors, to consider potential
business combinations in order to enhance shareholder value. That process
resulted in the signing of an Agreement and Plan of Merger with Star Multi Care
Services, Inc. ("Star", NASDAQ: SMCS) on February 9, 1996.
"The lawsuit alleges that Stockbridge was treated unfairly for a number of
reasons which are either inaccurate or based on erroneous assumptions," said
Gene Mora, President and CEO of AMSERV. "As an example, according to the
lawsuit, AMSERV `never indicated an amount by which [Stockbridge's] proposal
would have to be increased in order to exceed other offers received'.
Stockbridge's definition of fair treatment means giving preferential treatment
to Stockbridge."
Mr. Mora commented further, "This lawsuit is totally without merit. The Board of
Directors considered all proposals equally and fairly, accepted Star's as the
most advantageous to all shareholders, and rejected Stockbridge's proposal as
inferior. To further its own interests, Stockbridge continues to try to play the
spoiler, to the detriment of other AMSERV shareholders, by forcing the Company
to defend itself against this frivolous lawsuit."
AMSERV also announced a new record date of February 29, 1996, in response to a
notice by York Hannover Pharmaceuticals, Inc., a wholly-owned subsidiary of
Stockbridge, of intention to act by written consent to replace the current Board
of Directors, which supersedes the January 29, 1996, record date announced on
January 19, 1996, and which is the sixth record date requested by members of the
Stockbridge Group during the past year.
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3252 HOLIDAY COURT, #204, LA JOLLA, CA 92037 - 619-597-1000 - FAX: 619-597-1001
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LETTER TO OUR SHAREHOLDERS
I am pleased to inform you that AMSERV HEALTHCARE INC. has recently signed a
letter of intent to merge with Star Multi Care Services, Inc. ("Star"), a
provider of home care services, pursuant to which AMSERV's shareholders will
receive 1 share of Star common stock (NASDAQ:SMCS) for each 2.445 shares of
AMSERV stock.
The Star merger, which we believe will significantly enhance shareholder value,
is the product of a long, exhaustive examination by the Board and Batchelder &
Partners, Inc., its financial advisor, of all alternatives to maximize
shareholder value. After carefully examining all the alternatives, including
numerous proposals submitted by outside parties, the Directors voted unanimously
to accept the Star proposal to merge in a stock transaction intended to qualify
as a tax-free reorganization, utilizing a "pooling of interests" for accounting
purposes. The merger is subject to the signing of a definitive agreement by
February 9, 1996, approval of the shareholders of both companies, and other
conditions.
In addition, to enable all AMSERV shareholders to realize the long term value of
their investment in the Company, on January 19, 1996, the Company announced the
adoption of a Rights Plan designed to protect shareholder interest. As of the
record date of January 29, 1996, all outstanding and subsequently issued shares
of common stock will receive the right to purchase, according to a formula and
subject to certain conditions, a certain number of shares of common stock at a
50% discount (the "Rights"). The Rights are not exercisable, however, until a
person or group either acquires or announces a tender offer for 10% or more of
the Company's common stock. The Rights held by the 10% holder will become null
and void, and, in the event of a merger or other business combination that has
not been approved by the Board of Directors, each Right will entitle its holder
to purchase a certain number of shares of the acquiring company's common shares
at a 50% discount.
The Rights Plan does not prevent a hostile takeover, but should encourage anyone
attempting to acquire the Company to negotiate with the Board of Directors prior
to such attempt.
OPERATIONS
In fiscal year 1995, revenues from continuing operations increased 51% to
$11,342,000. Higher revenues were due primarily to the June 1994 acquisition of
North Central Personnel and the successful opening of a start-up office in Union
City, New Jersey. Income from continuing operations, before income taxes and
unusual charges, was $541,000, compared to a loss of $89,000 from continuing
operations in fiscal year 1994. Unfortunately, the Company incurred unusual
charges of $487,000 related to threatened shareholder consent solicitations by
Stockbridge Investment Partners, Inc. ("Stockbridge").
The temporary nursing services business, which generated the losses the Company
sustained
1
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during fiscal 1993 and 1994, was sold in fiscal year 1995. The Company's home
care services business has had seven consecutive quarters of increased sales and
operating income.
The Company recently reported record results from continuing operations for the
second quarter and first six months of fiscal 1996, ended December 23, 1995.
Revenues for the second quarter were $3,102,000 and close to $6,000,000 for six
months. Increased demand for home care services and higher gross profit margins
contributed to the Company's record earnings. The net income margin was 5.1% and
4.2% for the second quarter and six months, respectively, which is exceptional
for our business.
As has been the case in the last seven years, the Company's financial condition
is sound. At the end of the second quarter, cash, cash equivalents and
short-term investments totaled $2,467,000, the current ratio is 3.6 to 1 and the
balance sheet is debt-free.
DISSIDENT SHAREHOLDER GROUP
From January 1995 to the present time, Stockbridge, a closely-held private
company, has contrived to take control of AMSERV to further its own interests by
forcing a merger with its debt-ridden, wholly-owned subsidiary, York Hannover
Pharmaceuticals, Inc. ("York"). York does not operate, manage or control any
business. It has a minority interest in a small partnership. Stockbridge, under
the claim of enhancing shareholder value, has succeeded in doing the opposite.
To date, the Company has incurred more than $500,000 in costs to protect the
interests of its shareholders from Stockbridge's unsolicited attempt to take
control of AMSERV. Attempting to play the role of the spoiler, through York,
Stockbridge recently announced its intent to conduct a shareholder consent
solicitation to obtain control of AMSERV's board. These efforts to circumvent
the Board-approved merger with Star, in order to force an inferior transaction
with York, are detrimental to the interests of AMSERV shareholders other than
Stockbridge.
BOARD RECOMMENDATION
Your Board strongly recommends that AMSERV shareholders reject Stockbridge's
attempt to replace the Board with its nominees, who have no experience in home
care services, by executing the Revocation of Consent card included with the
Company's enclosed proxy material.
The merger of AMSERV and Star would result in a very profitable health care
services company with annualized sales approaching $50 million and with a strong
balance sheet to finance additional acquisitions. Star and its management have a
superb track record of fourteen quarters of record revenues and earnings.
We were greatly saddened last year by the loss of John Wimmer, a dear friend as
well as a dedicated and loyal AMSERV director for ten years. John fought a long
and heroic battle against a deadly illness while maintaining a cheerful and
positive attitude throughout. We will miss him.
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A special word of thanks to AMSERV's outstanding employees whose hard work is
responsible for the Company's success. We also thank our clients and
shareholders for your continued confidence, and AMSERV's Board of Directors for
their counsel and support.
Sincerely,
Eugene J. Mora
Chairman and
Chief Executive Officer
January 1996
3
