<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMSERV HEALTHCARE INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AMSERV HEALTHCARE INC.
- --------------------------------------------------------------------------------
(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), 14a-6(i)(1), 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:
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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 (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:
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
June 2, 1995
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Notes:
<PAGE>
PRELIMINARY COPY
AMSERV HEALTHCARE INC.
3252 Holiday Court, Suite 204
La Jolla, California 92037
(619) 597-1000
REVOCATION OF CONSENT STATEMENT
OF THE BOARD OF DIRECTORS OF
AMSERV HEALTHCARE INC.
This Revocation of Consent Statement is furnished by the Board of Directors
(the "Board") of AMSERV HEALTHCARE INC. (the "Company") to the holders of
outstanding shares of common stock, par value $.01 per share ("Common Stock"),
and outstanding shares of Class B Preferred Stock, par value $.01 per share
("Class B Preferred," and together with the Common Stock, collectively, the
"Voting Stock"), of the Company in opposition to the solicitation by Stockbridge
Investment Partners, Inc. ("Stockbridge") and the other members of its group
(collectively, the "Stockbridge Group") of written stockholder consents to (i)
remove the five current members of the Board and (ii) elect as directors five
persons designated by the Stockbridge Group to fill the vacancies created by
such removals. This statement and the enclosed form of revocation of consent
are first being mailed to stockholders on or about January ___, 1996.
Stockbridge has sought to merge an affiliate of Stockbridge into the
Company for over a year, threatening proxy fights, consent solicitations and
other hostile acts. After having participated in a full and fair review process
with other interested parties, the Board selected a superior merger alternative
with Star Multi Care Services, Inc. ("Star"), a primary provider of home care
services. Now Stockbridge asks the Company's stockholders to replace the Board
with its nominees without -
-------
. Providing any economic alternative to the Star merger proposal; or
---
. Offering the Company's stockholders any premium for turning control
---
over to Stockbridge's nominees.
The Board believes Stockbridge's intentions are clear -
1. Obtain control of the Board;
2. Kill the proposed merger with Star; and
3. Execute an inferior self-serving transaction with an affiliate of
Stockbridge.
The Board recommends that stockholders -
1. Reject Stockbridge's efforts to replace the Board with its nominees;
and
2. Consider the proposed merger with Star which is described below
under the caption "Proposed Merger With Star."
THE BOARD OF DIRECTORS OF THE COMPANY OPPOSES THE STOCKBRIDGE GROUP'S
SOLICITATION OF CONSENTS AND URGES YOU NOT TO SIGN OR RETURN ANY CONSENT CARD
---
SENT TO YOU BY THE STOCKBRIDGE GROUP.
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IF YOU HAVE PREVIOUSLY EXECUTED A BLUE CONSENT CARD SOLICITED BY THE
STOCKBRIDGE GROUP, THE BOARD URGES YOU TO REJECT THE STOCKBRIDGE GROUP'S
------
SOLICITATION BY PROMPTLY MARKING, SIGNING AND DATING THE ENCLOSED WHITE
REVOCATION OF CONSENT CARD AND MAILING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.
Questions concerning the voting of your shares of Voting Stock should be
directed to the Company's proxy solicitor, Georgeson & Company Inc., toll-free
at (800) 223-2064.
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<PAGE>
THE STOCKBRIDGE GROUP
In general, the Stockbridge Group is seeking written consents of the
Company's stockholders to remove from the Board the five current directors, who
are Eugene J. Mora, Melvin L. Katten, Michael A. Robinton, George A. Rogers and
Ben L. Spinelli, and to replace such directors with five persons designated by
the Stockbridge Group. The Stockbridge Group's nominees to serve as directors
of the Company (the "Stockbridge Nominees") are Thomas M. Clarke, Lawrence B.
Cummings, Stanley J. Evans, Thomas A. White and Brian A. Lingard.
THE BOARD OF DIRECTORS OF THE COMPANY BELIEVES THAT THE PLAN PROPOSED BY
THE STOCKBRIDGE GROUP (THE "STOCKBRIDGE PLAN") IS NOT IN THE BEST INTERESTS OF
---
THE COMPANY'S STOCKHOLDERS AND URGES STOCKHOLDERS TO REJECT THE STOCKBRIDGE PLAN
------
FOR THE REASONS SUMMARIZED BELOW.
Following a comprehensive three-month review process by which the Board,
with the assistance of its financial advisors, carefully considered a number of
proposals for potential business combinations, the Company recently entered into
a letter of intent to merge with Star. See "Proposed Merger With Star" for a
more detailed discussion of the letter of intent. The Board selected Star's
proposal over numerous others because, in the Board's opinion, Star's proposal
will enhance value for all of the Company's stockholders. As noted below,
Stockbridge was invited to and did participate on a fair and equal basis with
other participants in the review process. Stockbridge submitted a proposal for
the merger of its wholly-owned subsidiary, York Hannover Pharmaceuticals, Inc.
("York"), with the Company. However, such proposal was rejected by the Board as
less favorable to the Company's stockholders than Star's proposal.
According to the Stockbridge Group's Consent Statement (the "Stockbridge
Consent Statement") filed with the Securities and Exchange Commission (the
"Commission") on January 16, 1996, the Stockbridge Nominees intend to consider
the acquisition of businesses in the healthcare industry, including affiliates
of Stockbridge. If the Stockbridge Group were truly interested in enhancing
value for all of the Company's stockholders, why would it not be satisfied with
the Board's review process and its ultimate decision to select Star's proposal?
Why, instead, would the Stockbridge Nominees consider approving a proposal to
merge with an affiliate of Stockbridge which was recently considered by the
Board and rejected as inferior to Star's proposal?
The Board believes that the Stockbridge Group is not interested in
maximizing the value of the Company to ALL stockholders, but rather maximizing
such value solely to the Stockbridge Group. In furtherance of this interest,
the Board believes that the Stockbridge Group intends to obtain control of the
Board and merge one or more affiliates of Stockbridge with the Company - all on
terms dictated by the Stockbridge Group - and as stated in the Stockbridge
Consent Statement, the Stockbridge Nominees specifically do not intend to adopt
any special policies with regard to conflicts of interest. The Stockbridge
Group has indicated that a merger involving an entity affiliated with
Stockbridge would be subject to approval by unaffiliated stockholders. But the
question remains, why present such a proposal to the stockholders when the Board
recently considered and rejected such a proposal in favor of a much more
beneficial proposal for ALL stockholders?
The Stockbridge Consent Statement also indicates that the Stockbridge Group
intends to employ Mr. Clarke and/or Mr. Cummings, two members of its group, as
executive officers of the Company. Even though these individuals are also
officers and stockholders of Stockbridge, the Stockbridge Nominees do not intend
to adopt any special policies with regard to conflicts of interest. In
addition, the Stockbridge Nominees intend to relocate the executive offices of
the Company to a facility of a member of the Stockbridge Group in Massachusetts.
The Stockbridge Group affirmatively states in the Stockbridge Consent Statement,
however, that such move would not be submitted to the Company's stockholders for
approval, and again, the Stockbridge Nominees do not intend to adopt any special
policies with regard to conflicts of interest.
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The Board believes that the fundamental question posed by the Stockbridge
Group's solicitation is whether allowing the Stockbridge Nominees to obtain
control of the Company's Board of Directors and carry out the Stockbridge Plan
is in the best interests of the Company's stockholders. In the Board's opinion,
the Stockbridge Plan is not in the best interests of the Company's stockholders.
The Stockbridge Nominees intend to establish no safeguards against self-dealing
on the part of the Stockbridge Group, as described above. Furthermore, the
Stockbridge Nominees have little or no experience as officers or directors of
public companies, especially public companies in the home care industry.
Consider the following:
. Mr. Cummings, 40, is the Chief Executive Officer of Stockbridge.
Stockbridge has indicated that he would become the Chief Executive
Officer of the Company if the Stockbridge Group's solicitation is
successful. Mr. Cummings' only experience as an officer of a public
company, Providence Health Care, Inc. ("Providence"), resulted in the
underwriter of Providence's 1992 initial public offering commencing a
proxy fight in 1993 to remove him as an officer and director.
. Mr. Clarke, 40, is the President of Stockbridge. While Mr. Clarke
was Chief Financial Officer of Berkshire Health Systems, a non-profit
healthcare company ("Berkshire"), transfers of over $8.5 million in
cash were made to a chain of nursing homes managed by Berkshire,
without the knowledge of Berkshire's trustees. Such activities
resulted in an investigation of Berkshire by the Massachusetts
Attorney General. Mr. Clarke was relieved of his responsibilities of
overseeing the day-to-day finances of Berkshire in the fall of 1991.
. The remaining Stockbridge Nominees, Messrs Evans, White and Lingard,
appear less than qualified to serve as directors of a publicly-traded
home care company. Mr. Evans apparently has no experience as an
officer or director of a public company, while Messrs. White and
Lingard apparently have no experience in the home care industry.
In contrast, a summary of the extensive business experience and other
qualifications of the incumbent directors whom the Stockbridge Group seeks to
remove is set forth below under "Directors and Officers-Directors."
It is important to note, in determining whether the Stockbridge Plan is
truly in the best interests of the Company's stockholders, that if the
Stockbridge Nominees are elected, the Stockbridge Group intends to request
reimbursement from the Company for its expenses, which are estimated in the
Stockbridge Consent Statement to total approximately $250,000. And the
Stockbridge Group affirmatively states that such request will NOT be submitted
to a vote of the Company's stockholders. The Board is looking out for your best
interests, and believes such interests are not furthered by paying the
Stockbridge Group's expenses. Although the members of the Stockbridge Group are
stockholders of the Company, substantially all of their shares of Common Stock
were purchased within the past year. Consequently, the interests of the
Stockbridge Group may not be aligned with your best interests. The Board
believes that the Stockbridge Group is not interested in maximizing stockholder
value, but rather maximizing the value of the Company solely to the Stockbridge
Group.
BACKGROUND OF THE CONSENT SOLICITATION
On January 24, 1995, Mr. Clarke met with Mr. Mora, Chairman, Chief
Executive Officer and President of the Company, and proposed that the Board
consider a business combination in which the Company would merge with York, a
wholly-owned subsidiary of Stockbridge. Subsequently, on January 26, 1995, Mr.
Clarke presented a revised version of such proposal to the Board.
By letter dated January 31, 1995, Mr. Mora advised Mr. Clarke that the
Board had reviewed the merger proposal and requested additional information from
Mr. Clarke for purposes of their
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<PAGE>
evaluation of such proposal, including, among other things, audited financial
statements for York and a profile of York's business, management, products,
services and customer base.
On February 9, 1995, the Stockbridge Group filed a Schedule 13D with the
Commission, reporting the Stockbridge Group's ownership of an aggregate of
148,000 shares (approximately 5.0%) of the Common Stock. The Schedule 13D
disclosed that, of the 148,000 shares of Common Stock beneficially owned by the
Stockbridge Group, 146,000 shares had been purchased within three months of the
filing.
On February 15, 1995, Stockbridge and the Company entered into a
confidentiality agreement with respect to information shared between the
parties.
On February 21, 1995, Mr. Clarke submitted to Mr. Mora certain unaudited
summary financial information regarding York, but failed to include York's
audited financials or any of the other information requested in Mr. Mora's
letter dated January 31, 1995. On February 27, 1995, Mr. Mora spoke with Mr.
Clarke and reiterated the Board's desire to review such information in order to
fairly consider Stockbridge's merger proposal.
By letter dated March 2, 1995, Mr. Clarke requested to inspect the list of
stockholders of the Company and other related information. By letter dated
March 9, 1995, the Company agreed to make available all such information which
was in the possession and control of the Company.
On March 6, 1995, the Board established a special committee (the "Special
Committee"), consisting of Messrs. Robinton, Rogers and Spinelli, to evaluate
Stockbridge's merger proposal and any third party proposals which may be
received.
On March 8, 1995, Mr. Clarke telephoned Mr. Mora regarding the status of
the Board's review of Stockbridge's merger proposal. Mr. Mora informed Mr.
Clarke that the Board could not properly consider the proposal without the
additional information it had requested. Mr. Mora said that he would send
another request to Mr. Clarke for the desired information. By letter dated
March 14, 1995, Mr. Mora again requested the information from Mr. Clarke. As
before, Mr. Clarke failed to respond to such request.
On April 1, 1995, following discussions with several potential financial
advisors, the Board retained Batchelder & Partners, Inc. ("Batchelder"), an
investment banking and financial advisory firm, to assist the Board in
evaluating Stockbridge's merger proposal. See "Solicitation of Revocations-Cost
and Method" for more detailed information regarding Batchelder.
By letter dated April 5, 1995, Mr. Mora reiterated the Board's request for
information and invited Mr. Clarke to meet with the directors at the Board's
April 27, 1995 meeting. Mr. Mora received no response from Mr. Clarke regarding
such invitation.
By letter dated April 6, 1995, Mr. Clarke withdrew Stockbridge's merger
proposal and filed a written consent to remove from the Board three of the five
current directors, and to replace such directors with three persons designated
by the Stockbridge Group.
On April 13, 1995, the Board held a special meeting pursuant to the
Company's bylaws to establish a record date for purposes of the Stockbridge
Group's consent solicitation. The Board set April 21, 1995 as such record date.
On April 27, 1995, Stockbridge commenced litigation in the Court of
Chancery of the State of Delaware in and for New Castle County (the "Delaware
Litigation") against the Company and its current directors, seeking to
preliminarily and permanently enjoin the Company from recognizing certain
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<PAGE>
shares of Common Stock as validly issued for purposes of voting or exercising
rights to consent. For a more detailed discussion of the Delaware Litigation,
see "Certain Litigation" below.
On May 3, 1995, Batchelder met with Mr. Clarke and Mr. Cummings regarding
Stockbridge's merger proposal. Mr. Clarke informed Batchelder that Stockbridge
was still very interested in pursuing a business combination involving the
Company and York. Batchelder responded that the Board also desired to engage in
further discussions regarding such matter and was hopeful of receiving the
additional information it had previously requested. Mr. Clarke indicated that
Stockbridge would provide all information requested by Batchelder for purposes
of conducting due diligence with respect to Stockbridge's merger proposal.
On May 15, 1995, after determining that a proper defense against the claims
in the Delaware Litigation would be very costly and that such expense would not
be in the best interests of the Company's stockholders, the Board entered into a
Standstill Agreement and a Settlement Agreement and Release with Stockbridge,
both dated as of May 12, 1995 (collectively, the "Settlement Agreements"), to
enable the parties to continue discussions and receive more detailed information
regarding a potential merger without disadvantaging either party's position.
Pursuant to the Settlement Agreements, Stockbridge agreed, among other things,
to (i) revoke the consent delivered April 7, 1995, (ii) suspend its solicitation
of consents to remove a majority of the Company's Board of Directors and (iii)
dismiss with prejudice the Delaware Litigation. In addition, the parties agreed
that Stockbridge could pursue a renewed consent solicitation, with a new record
date, following the expiration of the Standstill Agreement on June 11, 1995, and
that such solicitation would not last more than 30 days. For a more detailed
discussion of the Settlement Agreements, see "Certain Litigation" below.
Also on May 15, 1995, pursuant to the Settlement Agreements, Stockbridge
delivered to the Company a written notice indicating its intent to pursue a
renewed consent solicitation (which solicitation could not be commenced until
after June 11, 1995 and last more than 30 days, as described above). Pursuant
to the Settlement Agreements, the Board held a special meeting and established a
record date of May 12, 1995 for purposes of such solicitation.
On May 23, 1995, Batchelder met with Mr. Cummings regarding Stockbridge's
merger proposal and the status of Batchelder's due diligence review. In the
course of such review, Batchelder had numerous telephone discussions with Mr.
Clarke regarding the business and affairs of Stockbridge and York.
On June 8, 1995, at a special meeting of the Board of Directors, Batchelder
presented its findings on York, and in a separate part of the meeting,
Mr. Clarke and Mr. Cummings made a presentation. The Board again requested from
York: audited financial statements, a financing commitment, and a review of
current long-term debt, before the Board could evaluate the proposed merger.
On June 12, 1995, the Board entered into a Renewed Standstill Agreement
with Stockbridge dated as of June 9, 1995 which provided for an additional 60-
day period in which the Company would continue discussions with Stockbridge
with regard to a potential business combination. As noted above, the original
Standstill Agreement was scheduled to expire on June 11, 1995. During the
extended standstill period which was scheduled to expire on August 10, 1995, the
Company and Stockbridge agreed to suspend activities related to the solicitation
of consents and to refrain from engaging in transactions which could affect the
outcome of any renewed consent solicitation by Stockbridge.
On June 16, 1995, the Company received from Stockbridge a notice of
intention to act by written consent pursuant to the Renewed Standstill Agreement
dated June 9, 1995, for which the Board set the record date of June 16, 1995.
On July 18 and 19, 1995, Batchelder visited Stockbridge's offices for due
diligence review, and met with their investment bankers.
On August 10, 1995, at a quarterly meeting of the Board of Directors,
Batchelder updated the Board by telephone that all of the requested information
from Stockbridge regarding York had still not been received. The information
that was provided, including audited financial statements for Stockbridge and a
preliminary financing arrangement, did not include the information on York for
the Board to further consider the proposed merger. Batchelder informed Mr.
Clarke that the Board was still waiting for the requested information; no
commitments were made other than to review the information when it was provided.
Following such meeting, arrangements were made for Mr. Cummings and an
investment banking firm, IBJ Schroeder Bank and Trust Company, to visit the New
Jersey offices of the Company during the week of August 21, 1995. A few days
before the scheduled visit, however, Mr. Clarke canceled, saying it "wasn't
necessary."
By letter dated September 18, 1995, Stockbridge indicated its intent to act
by written consent and requested that the Board set a record date for such
consent.
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On October 18, 1995, the Board announced its intention to broaden its
review of potential business combinations by expanding the group of potential
merger partners and including transactions involving consideration consisting of
cash or a combination of cash and securities, and to invite Stockbridge to
participate on a fair and equal basis with other participants in such process.
Also on October 18, 1995, the Company entered into an agreement with Stockbridge
pursuant to which Stockbridge withdrew the written notice delivered to the
Company on September 18, 1995 and agreed not to commence any other consent
solicitation with respect to the Company or deliver any other such notice until
the earlier of January 1, 1996 or the conclusion of the process by which the
Board would consider potential business combinations involving the Company.
On November 13, 1995, Stockbridge submitted a pre-emptive proposal to merge
the Company with York. At a special meeting of the Board on December 1, 1995,
after discussions with Batchelder, the Board decided that the proposal was not
pre-emptive, and requested that Batchelder inform Mr. Clarke that Stockbridge's
proposal would be evaluated later along with other proposals that were expected
to be received in accordance with the review process previously established by
the Board.
In connection with the review process, Batchelder distributed materials
regarding the Company to interested parties across the country and solicited
proposals for potential business combinations. In response to such solicitation,
Batchelder received seven proposals, including one from Stockbridge for a
business combination between the Company and York.
From November 1995 to January 1996, the Board, with the assistance of
Batchelder, carefully considered each of the seven proposals to determine which
would most benefit the Company's stockholders. In January 1996, the Board
authorized Batchelder and the Company's officers to commence negotiations with
respect to the most favorable proposal, the Star proposal.
By letter dated January 8, 1996, Stockbridge again indicated its intent to
act by written consent and requested that the Board set a record date for such
consent. On January 16, 1996, Stockbridge filed preliminary consent materials
with the Commission seeking to remove the five current members of the Board and
to replace each such member with a Stockbridge nominee.
On January 9, 1996, following extensive negotiations, the Board confirmed
that the proposal from Star was the most favorable to the Company's stockholders
and authorized the Company to negotiate and enter into a letter of intent to
merge with Star. See "Proposed Merger With Star" for a more detailed discussion
of the letter of intent.
On January 19, 1996, the Board held a special meeting pursuant to the
Company's bylaws to establish a record date for purposes of the Stockbridge
Group's renewed consent solicitation. The Board set January 29, 1996 as such
record date.
Also on January 19, 1996, the Board, in an effort to assure that all of the
Company's stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company, adopted a Stockholder Rights Plan. Under the
Plan, the Board declared a dividend distribution of one Preferred Share Purchase
Right on each outstanding share of Common Stock. Each right entitles
stockholders to buy one one-hundredth of a share of newly created Class C Junior
Participating Preferred Stock of the Company at an exercise price of $12.50.
The rights will be exercisable if a person or group acquires 10% or more of the
Common Stock or announces a tender offer for 10% or more of the Common Stock.
The Board will be entitled to redeem the rights at $.001 per right at any time
before the tenth day after a person has acquired 10% or more of the outstanding
Common Stock. If a person acquires 10% or more of the outstanding Common Stock,
each right will entitle its holder to purchase, at the right's then-current
exercise price, a number of shares of Common Stock having a market value at the
time of twice the right's exercise price. Rights held by the 10% holder will
become void and will not be exercisable to purchase shares at the bargain
purchase price. If the Company is acquired in a merger or other business
combination transaction which has not been approved by the Board, each right
will entitle its holder to purchase, at the right's then-current exercise price,
a number of the acquiring company's common shares having a market value at that
time of twice the right's exercise price.
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PROPOSED MERGER WITH STAR
On January 17, 1996, the Company executed a letter of intent (the "Letter
of Intent") to merge with Star in a stock transaction intended to qualify as a
tax free reorganization. Pursuant to the Letter of Intent, each outstanding
share of the Company's Common Stock would be converted into 0.409 shares of
Star's common stock, par value $0.001 per share ("Star Common Stock"),
representing a ratio of one share of Star Common Stock for each 2.445 shares of
the Company's Common Stock. Following the merger, the Company would become a
wholly-owned subsidiary of Star and would be managed by the current management
of Star. The merger is subject to the signing of a definitive agreement by
February 9, 1996, approval by stockholders of both companies and other
conditions. The parties have agreed in the interim to conduct their businesses
in good faith and in a manner consistent with past practices and to provide
certain financial and business information to one another.
THE CONSENT PROCEDURE
As noted above, the record date for determination of the stockholders of
the Company entitled to execute, withhold or revoke consents relating to the
Stockbridge Plan is January 29, 1996 (the "Record Date"). Under Delaware law,
consents from the holders of record of a majority of the outstanding shares of
Voting Stock are necessary to remove the five current directors of the Company
and elect the Stockbridge Nominees to the Board of Directors, and such consents
must be delivered to the Company within 60 days of the earliest dated consent
delivered to the Company. Currently, no consent has been delivered to the
Company in connection with the Stockbridge Group's consent solicitation.
However, the Stockbridge Group has stated in the Stockbridge Consent Statement
that if it has not received consents sufficient to approve its proposals by the
close of business on ____________, 1996, the Stockbridge Group will cease the
solicitation of consents pursuant to its consent solicitation and will not
deliver to the Company the consents that the Stockbridge Group has received.
As of the Record Date, there were ____________ shares of Common Stock and
260,141 shares of Class B Preferred (totalling ____________ shares of Voting
Stock) outstanding and eligible to vote. Each share of Common Stock and each
share of Class B Preferred outstanding is entitled to one vote, voting as a
single class, on each matter to be voted. In order for the Stockbridge Group to
succeed in its consent solicitation, the unrevoked consents of the holders of
record of ____________ shares (constituting a majority of the total number of
shares) of Voting Stock outstanding on the Record Date to each of the
Stockbridge Group's proposals must be delivered to the Company on or before
____________, 1996.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF THE COMPANY
URGES YOU NOT TO SIGN ANY BLUE CONSENT CARD SENT TO YOU BY THE STOCKBRIDGE
---
GROUP. IF YOU HAVE ALREADY EXECUTED A CONSENT CARD, YOUR BOARD URGES YOU TO
MARK, SIGN AND DATE THE ENCLOSED WHITE REVOCATION OF CONSENT CARD AND MAIL IT IN
THE POSTAGE-PAID ENVELOPE PROVIDED AS SOON AS POSSIBLE IN ORDER TO REVOKE ANY
AND ALL PRIOR CONSENTS.
For purposes of the Stockbridge Group's consent solicitation, abstentions
and broker non-votes are counted in the determination of a quorum, but they are
not counted in determining whether a proposal has been approved. Consequently,
because the Stockbridge Group must obtain consents from the holders of record of
a majority of the outstanding shares of Voting Stock for its proposals to be
approved, abstentions and broker non-votes have the effect of a vote to WITHHOLD
CONSENT to such proposals.
Consents may be revoked by delivering a written revocation of consent to
the Company, or to the Stockbridge Group. Stockholders are urged, however, to
deliver all revocations of consent to the Company, c/o Georgeson & Company Inc.,
P.O. Box 1006, New York, New York 10268-1006.
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Any stockholder who so delivers a revocation of consent may restore such consent
by executing and delivering to the Stockbridge Group a consent bearing a later
date on or before ____________, 1996.
DIRECTORS AND OFFICERS
DIRECTORS
The following table sets forth certain information with respect to each
director of the Company.
<TABLE>
<CAPTION>
Director
Name Age Position with the Company Since
- ---- --- ------------------------- ------
<S> <C> <C> <C>
Eugene J. Mora 60 Chairman of the Board, 1986
Chief Executive Officer,
President and Director
Melvin L. Katten 59 Director 1985
Michael A. Robinton 52 Director 1981
George A. Rogers 49 Director 1987
Ben L. Spinelli 61 Director 1995
</TABLE>
Eugene J. Mora. Mr. Mora has been Chairman of the Board, Chief Executive
--------------
Officer and President of the Company since joining the Company on March 2, 1987.
He is also Chief Executive Officer of the Company's subsidiaries. Mr. Mora
serves as a director of Washington Scientific Industries, Inc., a publicly-held
company. From July 1974 through February 1987, he was President of Kidde
Business Services, Inc., a temporary and health care services company. Mr. Mora
has been a director of the Company since October 1986. Mr. Mora's employment
contract with the Company provides that, throughout the term of his employment,
the Company will nominate him as a director and that it will use its best
efforts to have him elected as a director.
Melvin L. Katten. Mr. Katten, an attorney, has been a Senior Partner in
----------------
the Chicago law firm of Katten Muchin & Zavis since 1974. He has been a
director of the Company since 1985 and is a member of the Audit and Compensation
Committees of the Board. Mr. Katten also serves as a director of Washington
Scientific Industries, Inc., a publicly-held company.
Michael A. Robinton. Mr. Robinton has been President of Petals, Inc. of
-------------------
Palo Alto, California, a closely-held manufacturing company specializing in
children's apparel, since 1990. From 1979 to 1989, he was Vice President,
Engineering, and a director of Robinton Products, Inc., a closely-held
electronics company located in Sunnyvale, California. He has been a director of
the Company since 1981 and is a member of the Audit, Compensation, Stock Option
and Special Committees.
George A. Rogers. Mr. Rogers has been President and Chief Executive
----------------
Officer of PrideStaff, Inc. (formerly known as American Temporary Services,
Inc.), of Fresno, California, a provider of temporary personnel services, since
1978. He has been a director of the Company since 1987 and is a member of the
Audit, Compensation, Stock Option and Special Committees.
9
<PAGE>
Ben L. Spinelli. Mr. Spinelli has been President of BLS Consulting in West
---------------
Orange, New Jersey, which provides marketing and business services to banks,
since 1992. From 1975 to 1991, he was employed by First Fidelity Bank of
Newark, New Jersey, where he served as Executive Vice President prior to
retirement. Mr. Spinelli has been a director of the Company since January 1995
and is a member of the Audit, Compensation, Stock Option and Special Committees.
CERTAIN COMMITTEES OF THE BOARD
The Company has an Audit Committee, a Compensation Committee, a Stock
Option Committee and a Special Committee. The Audit Committee, currently
comprised of Messrs. Katten, Robinton, Rogers and Spinelli, held one meeting
during the fiscal year ended June 24, 1995. The Audit Committee reviews, in
consultation with the independent auditors, the audit results and their opinion
letter or proposed report of audit and related management letter, if any;
reviews the independence of the independent auditors and, in this connection,
reviews the engagement of the independent auditors for services of a non-audit
nature; consults with the independent auditors and management (together or
separately) on the adequacy of internal accounting controls and reviews the
results thereof; supervises investigations into matters within the scope of the
Committee's duties; and performs such other functions as may be necessary in the
efficient discharge of its duties.
The Compensation Committee, currently comprised of Messrs. Katten,
Robinton, Rogers and Spinelli, held two meetings during the fiscal year ended
June 24, 1995. The Compensation Committee reviews and makes recommendations to
the Board with respect to the compensation of the Company's executive officers.
The Stock Option Committee, currently comprised of Messrs. Robinton, Rogers
and Spinelli, held six meetings during the fiscal year ended June 24, 1995. The
Stock Option Committee determines all matters related to the granting of stock
options pursuant to the 1991 Stock Option Plan approved by the stockholders of
the Company at the annual meeting on November 25, 1991.
The Special Committee, currently comprised of Messrs. Robinton, Rogers and
Spinelli, held no meetings during the fiscal year ended June 24, 1995. The
Special Committee was formed in March 1995 to evaluate Stockbridge's merger
proposal and any other third party proposals which may be received.
The Company does not have a Nominating Committee.
ATTENDANCE AT MEETINGS
The Board held twelve meetings during the fiscal year ended June 24, 1995.
Each director except Mr. Spinelli (who became a director on January 26, 1995)
attended at least 75% of the aggregate of the number of Board meetings held and
the number of meetings of committees on which he served that were held during
the fiscal year ended June 24, 1995.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Commission and each exchange on
which the Company's securities are registered. Officers, directors and greater
than ten percent stockholders are required by Commission regulations to furnish
the Company with copies of all ownership forms they file.
10
<PAGE>
Based solely on its review of the copies of such forms received by it, or
written representations from certain persons that no such forms were required
for those persons, the Company believes that, during the fiscal year ended June
24, 1995, its officers, directors and greater than ten percent stockholders
complied with all applicable Section 16 filing requirements.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive $400 for each
meeting of the Board which they attend. In addition, each director who is not
an employee of the Company is paid an annual retainer of $700 and receives an
annual grant of options to purchase 1,500 shares of Common Stock.
EXECUTIVE OFFICERS
Set forth below is a table identifying executive officers of the Company
who are not identified in the table under the heading "Directors" above.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Leslie Hodge 43 Secretary and Vice President - Administration
Lori Anderson 35 Treasurer and Controller
</TABLE>
Leslie Hodge. Ms. Hodge joined the Company in September 1990 as Director
------------
of Human Resources for the AMSERV NURSES, INC. subsidiary and was promoted to
Vice President of Human Resources in July 1991. In June 1992, she was named
Vice President - Administration and Secretary of the Company. From 1981 through
1990, she was employed by PS Trading, Inc., a sister subsidiary of Pacific
Southwest Airlines, as Vice President of Administration.
Lori Anderson. Ms. Anderson joined the Company in November 1993 as
-------------
Director of Financial Planning and in December 1994 was promoted to Treasurer
and Controller. From 1991 through 1993, she was employed by TheraTx,
Incorporated, a provider of rehabilitation therapy services, as Accounting
Manager and Controller. Ms. Anderson received her CPA Certificate in 1985 while
working for Vekich, Arkema & Co., Chartered, an independent accounting and
management advisory firm, where she worked as an auditor and accounting
supervisor from 1984 through 1990.
The Board of Directors elects officers annually and such officers serve at
the discretion of the Board. There are no family relationships among any of the
directors or executive officers of the Company.
SIGNIFICANT EMPLOYEES
Set forth below is a table identifying significant employees of the
Company.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Kenneth Freeman 60 Regional Manager of AMSERV HEALTHCARE OF
NEW JERSEY, INC.
L. Diane Gurik 45 President, North Central Personnel Division of
AMSERV HEALTHCARE OF OHIO INC.
</TABLE>
11
<PAGE>
Kenneth Freeman. Mr. Freeman joined the Company in March 1991 when AMSERV
---------------
HEALTHCARE OF NEW JERSEY, INC. acquired the assets of Always Care of New Jersey,
Inc. ("Always Care"), a home care company. Mr. Freeman founded Always Care in
1976. He continues as Regional Manager of the subsidiary supervising five home
care offices in New Jersey.
L. Diane Gurik. Ms. Gurik joined the Company in June 1994 in conjunction
--------------
with the acquisition of the assets of North Central Personnel, Inc. ("NCP") by
AMSERV HEALTHCARE OF OHIO INC. ("AHO"), a wholly-owned subsidiary of the
Company. Ms. Gurik founded NCP, a home care company, in 1983. She continues as
the President of the NCP division of AHO.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Melvin L. Katten, a director of the Company, is a partner in the Chicago
law firm of Katten Muchin & Zavis to which the Company incurred fees of $114,208
for certain legal services during the fiscal year ended June 24, 1995.
On July 21, 1992, the Company acquired the assets of MED-PRO, Inc.
Pursuant to the terms of the acquisition, an interest-bearing loan of $100,000
was made to the seller, John Parker, the owner of 7.0% of the outstanding shares
of Common Stock. Mr. Parker entered into a two-year Consulting Agreement with
the Company as of June 1, 1994 which provided that the balance on such loan
($100,000) would be canceled immediately in exchange for consulting services
over the succeeding two-year period.
On June 10, 1994, the Company, through its wholly owned subsidiary AHO,
acquired substantially all of the assets and property of NCP for an initial
purchase price of $1,553,835. The Company paid $553,835 of the purchase price
in cash, and the balance of $1,000,000 was financed by a promissory note payable
to NCP. Pursuant to a stock purchase agreement between the Company and NCP
dated as of April 7, 1995 (the "Stock Purchase Agreement"), the remaining
balance on such promissory note ($833,334) and related accrued interest were
exchanged for 426,794 shares of Class A Redeemable Preferred Stock, par value
$.01 per share ("Class A Preferred"), of the Company. See "Certain Litigation"
for a discussion of modifications to the voting rights of the Class A Preferred
pursuant to the Settlement Agreements. Subsequently, 85,359 shares were
redeemed in accordance with the terms of the Class A Preferred, and the
remaining 341,435 shares were exchanged for 260,141 shares of Class B Preferred,
making NCP the owner of 100% of the Company's outstanding preferred stock.
Pursuant to the Stock Purchase Agreement, the final purchase price for the
assets of NCP (which is contingent on an earnout and will be equal to the
operating income of NCP for the three year period ending June 9, 1997) may not
be less than $1,600,000 nor more than $2,000,000.
On April 20, 1995, the Company accepted a promissory note from Eugene J.
Mora, Chairman, Chief Executive Officer and President of the Company, in the
amount of $198,440 in partial payment for 177,562 shares of Common Stock
acquired upon the exercise of stock options held by Mr. Mora. The non-recourse
promissory note, which matures in April 2000, was secured by 177,562 shares of
Common Stock owned by Mr. Mora and bore interest at the rate of 10% per annum.
On January 16, 1996, the promissory note was amended to become a recourse note
secured by 110,000 shares of Common Stock owned by Mr. Mora, which will bear
interest at the rate of 5.73% per annum.
Also on January 16, 1996, the Company accepted a recourse promissory note
from Mr. Mora in the amount of $199,342 in partial payment for 110,500 shares of
Common Stock acquired upon the exercise of stock options held by Mr. Mora. The
promissory note is secured by the 110,500 shares of Common Stock owned by Mr.
Mora, bears interest at the rate of 5.73% per annum and matures in January 2001.
12
<PAGE>
EXECUTIVE COMPENSATION
The following table provides information with respect to all compensation
paid by the Company during the fiscal years ended June 24, 1995, June 30, 1994
and June 30, 1993, to the Company's Chief Executive Officer, who is the only
executive officer who had compensation (combined salary and bonus) in excess of
$100,000 (the "Named Officer").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensa-
tion
Annual Compensation Awards
------------------- ----------
Other Securities
Annual Underlying All Other
Name and Salary Bonus Compen- Options Compen-
Principal Position Year ($) ($) sation($) (#) sation($)
------------------ ---- ------- ----- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Eugene J. Mora 1995 298,000 - - - 1,710(1)
Chairman, President and 1994 298,000 - - - 2,325
Chief Executive Officer 1993 298,000 - - 12,500 3,342
</TABLE>
(1) Company contributions to 401(k) Plan.
The following table provides information regarding the Named Officer's
unexercised options at June 24, 1995. No stock options or stock appreciation
rights were granted to the Named Officer during fiscal 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Fiscal Year-End at Fiscal Year-End
Acquired Value ------------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ----------- -------- ------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eugene J. Mora 177,562 $139,063 175,500 0 $158,728 $0
</TABLE>
EMPLOYMENT AGREEMENTS
Pursuant to a Consulting Agreement between Eugene J. Mora and the Company,
Mr. Mora will be retained as a consultant to the Company for the two years
immediately following termination of his employment for which he will receive
$129,200 per year in compensation. Pursuant to a resolution approved by the
Board of Directors, Mr. Mora's health insurance coverage will be maintained by
the Company following his retirement. Pursuant to an Employment Agreement, which
continues until terminated upon thirty days written notice, if Mr. Mora is
terminated without cause or is not re-elected as a director, the Company shall
pay to Mr. Mora the compensation he earned in the final year of his employment
in each of the immediately following five years and shall transfer to Mr. Mora
any
13
<PAGE>
individual life insurance policies owned by the Company. The Employment
Agreement includes covenants which restrict Mr. Mora from certain business
activities following termination of employment, for a period of one year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 19, 1996, certain information
with respect to the beneficial ownership of the Company's Voting Stock by (i)
each person known by the Company to own beneficially more than five percent of
any class of the Company's Voting Stock, (ii) each director, (iii) the Named
Officer and (iv) all of the directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership(1)(2) Percent of Class
- ---------------- --------------------------- -----------------------
<S> <C> <C>
Eugene J. Mora 544,527 16.3% of Common Stock
3252 Holiday Court, Suite 204 15.1% of Voting Stock
La Jolla, California 92037
John Parker 232,000 7.0% of Common tock
P.O. Box 9582 6.5% of Voting Stock
San Diego, California 92169
The Stockbridge Group 202,844(3) 6.2% of Common Stock
2 South Street, Suite 360 5.7% of Voting Stock
Pittsfield, Massachusetts 01201
Melvin L. Katten 142,397 4.3% of Common Stock
525 West Monroe Street, Suite 1600 4.0% of Voting Stock
Chicago, Illinois 60661
Michael A. Robinton 125,548 3.8% of Common Stock
969 Commercial Street 3.5% of Voting Stock
Palo Alto, California 94303
George A. Rogers 10,364 0.3% of Common Stock
6780 N. West Avenue, Suite 103 0.3% of Voting Stock
Fresno, California 93711
Ben L. Spinelli 375 -
2-E Buckingham Road
West Orange, New Jersey 07052
North Central Personnel, Inc. 260,141(4) 100% of Class B Preferred
713 South Main Street 7.4% of Voting Stock
Mansfield, Ohio 44907
All Directors and Executive 836,961 24.8% of Common Stock
Officers As a Group (7 persons) 23.0% of Voting Stock
</TABLE>
__________________
(1) Unless otherwise indicated below, the persons in the above table have sole
voting and investment control with respect to all shares shown as
beneficially owned by them, and all shares listed are Common Stock.
(2) Includes the following shares of Common Stock which may be acquired within
60 days of January 19, 1996 through the exercise of nonqualified stock
options ("Option Shares"): Eugene J. Mora - 65,000 Option
14
<PAGE>
Shares; John Parker - 30,000 Option Shares; Melvin L. Katten - 10,365
Option Shares; Michael A. Robinton - 10,365 Option Shares; George A.
Rogers - 8,711 Option Shares; Ben L. Spinelli - 375 Option Shares; and
all directors and executive officers as a group - 98,566 Option Shares.
(3) Includes 400 shares of Common Stock held by Lenox Healthcare, Inc., 17,200
shares (including the 400 Lenox shares) of Common Stock held individually
by Thomas M. Clarke, and 10,000 shares of Common Stock held individually by
Lawrence B. Cummings, which were reported on Amendment No. 9 to a joint
Schedule 13D dated January 19, 1996. According to the Schedule 13D, York
Hannover Pharmaceuticals, Inc. has shared voting and dispositive power over
175,644 shares, Lenox Healthcare Inc. has shared voting and dispositive
power over 400 shares, Mr. Clarke has sole voting and dispositive power
over 17,200 shares and shared voting and dispositive power over 175,644
shares, and Mr. Cummings has sole voting and dispositive power over 10,000
shares and shared voting and dispositive power over 175,644 shares.
(4) Shares of the Company's Class B Preferred.
SOLICITATION OF REVOCATIONS
COST AND METHOD
The cost of the solicitation of revocations of consent will be borne by the
Company. The Company estimates that the total expenditures relating to such
solicitation (other than salaries and wages of officers and employees, but
including costs of litigation related to the solicitation) will be approximately
$525,000, of which approximately $380,000 has been spent to date. In addition to
solicitation by mail, directors, officers and other employees of the Company
may, without additional compensation, solicit revocations in person or by
telecommunication. The Company has retained Georgeson & Company Inc.,
professional proxy solicitors, at a fee estimated not to exceed $50,000 plus
reasonable out-of-pocket expenses, to assist in the solicitation of revocations.
Approximately 40 persons will be utilized by such firm in its solicitation
efforts. The Company will reimburse brokerage houses, banks, custodians and
other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding
the Company's consent revocation materials to, and obtaining instructions
relating to such materials from, beneficial owners of shares of Voting Stock.
The Company has also retained Batchelder & Partners, Inc. ("Batchelder"),
an investment banking and financial advisory firm founded in 1988 by David H.
Batchelder, to assist the Board in evaluating merger proposals. The Company has
agreed to pay Batchelder a retainer of $200,000 to act as its financial advisor
for a period of eighteen months beginning April 1, 1995. In addition, if
Batchelder is to issue a fairness opinion in connection with a sale or merger of
the Company, an additional fee of $250,000 will be paid by the Company.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Commission, each of the directors of
the Company is deemed to be a "participant" in the Company's solicitation of
revocations of consent. The business address of Mr. Mora is 3252 Holiday Court,
Suite 204, La Jolla, California 92037. The business address of Mr. Katten is 525
West Monroe Street, Suite 1600, Chicago, Illinois 60661. The business address of
Mr. Robinton is 969 Commercial Street, Palo Alto, California 94303. The business
address of Mr. Rogers is 6780 N. West Avenue, Suite 103, Fresno, California
93711. The business address of Mr. Spinelli is 2-E Buckingham Road, West Orange,
New Jersey 07052.
15
<PAGE>
SHARE TRANSACTIONS BY PARTICIPANTS; OTHER CONTRACTS, ARRANGEMENTS AND
UNDERSTANDINGS
Purchases and Sales of Shares
The following table sets forth all purchases and sales of the Company's
securities during the past two years by Eugene J. Mora, the only participant
referred to above who engaged in any share transactions during such period:
16
<PAGE>
<TABLE>
<CAPTION>
Number of Date of
Shares Purchased Purchase
or (Sold) or Sale
--------- --------
<S> <C>
5,390 02/11/94
2,000 02/15/94
7,000 02/25/94
2,000 03/08/94
8,000 03/11/94
5,000 03/16/94
4,000 03/24/94
8,000 03/25/94
7,000 06/16/94
4,000 06/17/94
13,000 08/30/94
10,000 08/31/94
15,000 11/11/94
1,000 11/12/94
10,000 11/15/94
5,000 11/18/94
10,000 11/29/94
6,000 12/01/94
15,000 12/02/94
1,200 12/05/94
100 12/06/94
3,900 12/07/94
11,000 12/13/94
1,000 12/15/94
400 12/19/94
67,562(1) 04/18/95
200 04/18/95
1,000 04/19/95
110,000(1) 04/20/95
2,200 04/21/95
110,500(2) 01/16/96
-------
446,452
=======
</TABLE>
(1) The 67,562 shares and 110,000 shares of Common Stock were purchased through
the exercise of stock options pursuant to a stock option plan, with
personal funds in the aggregate amount of $156,097 and a Company promissory
note in the original principal amount of $198,440. The non-recourse
promissory note, which matures in April 2000, was secured by the 177,562
shares of Common Stock owned by Mr. Mora and bore interest at the rate of
10% per annum. On January 16, 1996, the promissory note was amended to
become a recourse note secured by 110,000 shares of Common Stock owned by
Mr. Mora, which will bear interest at the rate of 5.73% per annum. As of
January 19, 1996, the outstanding balance on such note was approximately
$213,200.
(2) These shares were purchased through the exercise of stock options pursuant
to a stock option plan, with personal funds in the amount of $1,105 and a
recourse Company promissory note in the original principal amount of
$199,342. The promissory note is secured by the 110,500 shares of Common
Stock owned by Mr. Mora, bears interest at the rate of 5.73% per annum and
matures in January 2001. As of January 19, 1996, the outstanding balance
on such note was approximately $199,500.
17
<PAGE>
Other Contracts, Arrangements and Understandings with Participants
The Company and NCP entered into a voting agreement and proxy dated April
7, 1995 pursuant to which Mr. Mora was named agent to vote a proxy with respect
to 426,794 shares of Class A Preferred then outstanding and owned by NCP on
behalf of and at the direction of the Board. The voting agreement and proxy
were subsequently rescinded as of May 12, 1995 pursuant to the Settlement
Agreements. See "Certain Litigation."
Except as set forth in this statement, (i) no participant referred to above
is, or was within the past year, a party to any contract, arrangement or
understanding with any person with respect to any shares of Voting Stock and
(ii) neither any of the participants referred to above nor any of their
respective associates has any arrangement or understanding with any person with
respect to any future employment by the Company or its affiliates, or with
respect to any future transaction as to which the Company or any of its
affiliates will or may be a party.
CERTAIN LITIGATION
On April 27, 1995, Stockbridge commenced litigation in the Court of
Chancery of the State of Delaware in and for New Castle County (the "Delaware
Litigation") against the Company and its current directors, Melvin L. Katten,
Eugene J. Mora, Michael A. Robinton, George A. Rogers and Ben L. Spinelli,
seeking an order rescinding the transactions by which the Company exchanged a
promissory note held by NCP for 426,794 shares of Class A Preferred and financed
the exercise by Mr. Mora of stock options to acquire 177,562 shares of Common
Stock, and preliminarily and permanently enjoining the Company from recognizing
such stock, as well as any stock issued in connection with a letter of intent
referred to in the Company's April 13, 1995 press release, as validly issued for
purposes of voting or exercising rights to consent.
Following settlement discussions between Stockbridge and the Company, the
parties entered into a Standstill Agreement and a Settlement Agreement and
Release, both dated as of May 12, 1995 (collectively, the "Settlement
Agreements"), pursuant to which Stockbridge agreed, among other things, to (i)
revoke the consent delivered April 7, 1995, (ii) suspend its solicitation of
consents to remove a majority of the Company's Board of Directors and (iii)
dismiss with prejudice the Delaware Litigation. Under the Standstill Agreement,
which expired on June 11, 1995, Stockbridge and the Company agreed to continue
good faith discussions and receive more detailed information regarding a
potential business combination involving the Company and York. In addition, the
parties further agreed that solely for purposes of the Stockbridge Group's
renewed consent solicitation, the shares of Class A Preferred would have no
voting rights and would not be deemed as outstanding voting securities. In
addition, a voting agreement between the Company and NCP with respect to the
shares of Class A Preferred and a related irrevocable proxy were rescinded.
On August 23, 1995, the Delaware Court of Chancery ordered the Company to
reimburse Stockbridge for legal fees in the amount of $50,000 incurred in
connection with the Delaware Litigation, which the Company paid on September 1,
1995.
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 1995 annual
meeting of stockholders must be received by the Company a reasonable time before
the Company's solicitation is made for inclusion in the Company proxy statement
and proxy relating to that meeting.
18
<PAGE>
- --------------------------------------------------------------------------------
IMPORTANT
If your shares of Voting Stock are held in "street-name," only your broker
or bank can issue a revocation on your behalf and only upon receipt of your
specific instructions. Please contact the person responsible for your account
and direct that individual to submit a WHITE revocation card on your behalf. If
you have any questions or need further assistance, please call our proxy
solicitors, Georgeson & Company Inc., toll-free at (800) 223-2064.
- --------------------------------------------------------------------------------
By order of the Board of Directors
Leslie Hodge
Secretary
January ___, 1996
19
<PAGE>
PRELIMINARY COPY
[FRONT OF CARD]
REVOCATION OF CONSENT
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMSERV HEALTHCARE INC.
IN OPPOSITION TO THE SOLICITATION OF STOCKBRIDGE INVESTMENT PARTNERS, INC.
The undersigned, a holder of shares of common stock, par value $.01 per share
("Common Stock"), or Class B Preferred Stock, par value $.01 per share ("Class B
Preferred," and together with the Common Stock, collectively, the "Voting
Stock"), of AMSERV HEALTHCARE INC. (the "Company"), acting with respect to all
the shares of Voting Stock held by the undersigned at the close of business on
January 29, 1996, hereby acts as follows concerning the proposals of Stockbridge
Investment Partners, Inc. set forth below:
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A "REVOCATION"
TO PROPOSAL NO. 1
STOCKBRIDGE INVESTMENT PARTNERS, INC. PROPOSAL NO. 1
Resolution that all of the present members of the Board of Directors of the
Company and any person or persons elected or appointed to the Board of Directors
prior to the effective date of the proposed actions are hereby removed without
cause as directors of the Company.
REVOCATION
The undersigned hereby revokes any and all consents and proxies for consents
which the undersigned may have given for the Stockbridge Investment Partners,
Inc. Proposal No. 1.
NON-REVOCATION
The undersigned does not revoke any consents or proxies for consents which the
undersigned may have given for the Stockbridge Investment Partners, Inc.
Proposal No. 1.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A "REVOCATION"
TO PROPOSAL NO. 2
STOCKBRIDGE INVESTMENT PARTNERS, INC. PROPOSAL NO. 2
Resolution that Thomas M. Clarke, Lawrence B. Cummings, Dr. Stanley J. Evans,
Thomas A. White and Brian A. Lingard are elected as directors of the Company to
fill the vacancies on the Board of Directors occasioned by the foregoing removal
of directors, to serve in that capacity until their successors are duly elected
and qualified.
REVOCATION
The undersigned hereby revokes any and all consents and proxies for consents
which the undersigned may have given for the Stockbridge Investment Partners,
Inc. Proposal No. 2.
NON-REVOCATION
The undersigned does not revoke any consents or proxies for consents which the
undersigned may have given for the Stockbridge Investment Partners, Inc.
Proposal No. 2.
Please indicate your opposition to the Stockbridge Investment Partners, Inc.
proposals by marking the boxes for "Revocation" and signing, dating and mailing
this revocation card promptly, using the enclosed postage-paid envelope. If you
mark any of the boxes for "Non-Revocation," any consent you may have given to
that particular proposal of Stockbridge Investment Partners, Inc. will not be
revoked. If you need additional revocation cards or assistance, call Georgeson
& Company Inc., toll-free at (800) 223-2064.
<PAGE>
[REVERSE OF CARD]
UNLESS OTHERWISE INDICATED ABOVE, THIS REVOCATION CARD REVOKES ALL PRIOR
CONSENTS GIVEN WITH RESPECT TO ANY OR ALL OF THE PROPOSALS SET FORTH HEREIN.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE REVOCATION OF CONSENT
STATEMENT OF THE COMPANY, DATED JANUARY ___, 1996, IN OPPOSITION TO THE
SOLICITATION OF STOCKBRIDGE INVESTMENT PARTNERS, INC. UNLESS YOU SPECIFY
OTHERWISE, BY SIGNING AND DELIVERING THIS REVOCATION CARD TO THE COMPANY, YOU
WILL BE DEEMED TO HAVE REVOKED CONSENT TO ALL OF THE PROPOSALS SET FORTH HEREIN.
Revocations of consent can only be given by a stockholder of record.
Dated: , 1996
Please sign your name above exactly
as it appears hereon and date your
card. When shares are registered in
the name of more than one person,
the revocation card should be signed
by all named holders. When signing
as an attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by president or
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
