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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:
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<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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THE VALUE OF YOUR INVESTMENT IS IN YOUR HANDS!
KEEP THE FOCUS ON THE REAL ISSUE--SHAREHOLDER VALUE!
April 15, 1966
Dear Fellow Shareholder:
We are writing to you because, as outside Directors of your Board, we are
deeply concerned that the real issue standing before AMSERV shareholders may
get blurred by Thomas Clarke's mud-slinging tactics and innuendo. As you know,
Mr. Clarke and his Stockbridge Investment Partners are conducting a consent
solicitation to unseat the current Board, install Clarke's hand-picked slate
and implement the so-called "Stockbridge Plan." We believe Clarke's true intent
is to gain control of your Company without paying you anything and then force a
merger with York Hannover Pharmaceuticals, Inc. ('York"), his debt-ridden
subsidiary -- a transaction beneficial to the Stockbridge Group only.
WE URGE YOU TO READ CLARKE'S MATERIAL CAREFULLY: you will find many misleading
and false statements, as well as inflammatory and untrue allegations about
AMSERV's President and Directors. Rhetoric and unwarranted personal attacks
will not maximize the value of your investment: we urge you to focus instead on
comparing the benefits of the proposed merger with Star Multi Care Services,
Inc. ("Star") to the "Stockbridge Plan."
LOOK AT THE FACTS--
THE INCUMBENT BOARD IS COMMITTED TO
GREATER VALUE FOR ALL SHAREHOLDERS
After an extensive review of possible business combinations, your Board
concluded that a merger with Star is in the best interest of all shareholders.
Critical in our determination that Star's proposal was superior to all others
were these facts:
- - Star is an established public company, traded on NASDAQ, with annualized
sales of $35 million and an impressive track record of 16 CONSECUTIVE QUARTERS
OF RECORD SALES AND EARNINGS. A copy of Star's 3rd quarter earnings release is
enclosed for your information.
- - The merger of Star and AMSERV would result in a combined company with sales
of approximately $50 million, similar lines of business, close geographic
locations, and significant cost savings from the consolidation of corporate
functions. The "Stockbridge Plan" cannot produce these benefits.
- - On the day Star's merger proposal was selected by the Board, there was a
premium of 12% for AMSERV's shareholders. We believe that the premium will
increase after the merger because of the savings from the consolidation.
It is our unanimous opinion that a merger with Star is an excellent opportunity
for all shareholders.
AMSERV HEALTHCARE INC - 3252 Holiday Court, Suite 204 - La Jolla, CA 92037 -
(619) 597-1000
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FACTS YOU SHOULD KNOW ABOUT YORK
Consider the reality behind Mr. Clarke's persistent attempts to merge AMSERV
with York.
- - York has no business operations. Its primary asset is a minority interest in
a small partnership.
- - In spite of repeated requests by AMSERV's Board during the last year, no
audited financials have ever been provided for York. If you are considering
giving your vote to Clarke, first call (413) 448-2111 and ask him for York's
financial statements.
- - Stockbridge proposed that AMSERV merge with York, a company with debt of
$2,179,876 -- or 78% of their 1995 sales of $2,780,095 -- and net loss of
$535,970, according to a leading credit service, at December 31, 1995. Although
Clarke complains of Star having "only" $271,415 in cash as of November 30,
1995, York had only $15,914 in cash as of December 31, 1995.
In return, Stockbridge wanted to be given 1,200,000 shares of AMSERV stock.
Stockbridge and its affiliates would then own 1,402,844 shares, of 32.2% of
AMSERV, giving Clarke control of your Company for nothing.
- - FOR THE ABOVE REASONS, STOCKBRIDGE'S PROPOSAL WAS DEEMED INFERIOR TO STAR'S
AND OTHER PROPOSALS.
We believe Clarke's real business is trying to take over companies through
shareholder consent solicitations without paying shareholders a cent. This is
the second time in two years he has tried to take control of a public company.
AMSERV is indeed an attractive target considering that under current
management, sales have more than doubled, the Company is very profitable, and
the balance sheet is debt-free with $2.5 million in cash and cash equivalents.
THE CHOICE IS YOURS ... WATCH YOUR POCKETBOOK!
The vote is now in your hands: you must decide whether to back the current
Board who are working toward the merger with Star to increase shareholder
value, or Tom Clarke and his shadow "Stockbridge Plan" that does nothing more
than give him a free hand to do what he wants with your Company. Do not allow
yourself to be distracted by Mr. Clarke's baseless personal attacks and
misleading statements.
AS LONG-TERM MAJOR SHAREHOLDERS WE URGE YOU TO PROTECT YOUR INVESTMENT by
supporting our efforts to maximize shareholder value through the merger with
Star. Please sign, date and return the enclosed WHITE revocation of consent
card today in the envelope provided, even if you have done so previously.
Thank you,
Michael A. Robinton
Director since 1981
Melvin L. Katten
Director since 1985
George A. Rogers
Director since 1987
Ben L. Spinelli
Director since 1995
As a group, these directors own a total of 248,868 shares.
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PLEASE COMPLETE YOUR WHITE REVOCATION OF CONSENT CARD
AS SHOWN IN THIS EXAMPLE:
PLACE AN X IN THE REVOCATION BOXES
/X/ Please mark your
votes as this
example
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A REVOCATION TO PROPOSALS NO
1 AND NO. 2
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 apointed 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 Stockbridge s Proposal No. 1
/x/
NON-REVOCATION
The undersigned does not revoke any consents and proxies for consents which the
undersigned may have given for Stockbridge s Proposal No. 1
/ /
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 or
if the vacancies on the Board of Directors occasioned by the foregoing removal
of the 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 Stockbridge s Proposal No. 2 (except
with respect to the Stockbridge nominees listed below). /x/
NON-REVOCATION
The undersigned does not revoke any consents or proxies for consents which the
undersigned may have given for Stockbridge s Proposal No. 2
/ /
(INSTRUCTION: To revoke any and all consents and proxies for consents for
Stockbridge s Proposal No. 2, mark the REVOCATION box: to not revoke any
consents or proxies for consents for Stockbridge s Proposal No. 2, mark the
NON-REVOCATION box; and to revoke any and all consents and proxies for
consents only with respect to certain of the Stockbridge nominees for
director, mark the REVOCATION box and write in the space provided below the
names of those nominees for which consents and proxies for consents are NOT to
be revoked.)
Please indicate your opposition to the Stockbridge 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
Stockbridge proposal will not be revoked. If you need additional revocation
cards or assistance call Georgeson & Company Inc., toll free at (800) 223-2064.
Revocations of consent can only be given by a stockholder of record.
SIGNATURE(S) Your Signature(s) DATE
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Please sign you name above exactly as it appears hereon and date your card.
When shares 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.
SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE CARD. IF THE SHARES ARE REGISTERED
IN THE NAME OF MORE THAN ONE PERSON, ALL NAMED HOLDERS SHOULD SIGN. 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.
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If your shares of Common Stock are held in the name of a bank of 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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<PAGE> 6
STAR
MUTICARE
SERVICES, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE
COMPANY Stephen Sternbach
CONTACT: (718) 488-7300
STAR MULTI CARE REPORTS RECORD
THIRD QUARTER/NINE MONTHS RESULTS
HICKSVILLE, NEW YORK, March 27, 1996 . . . Star Multi Care Services, Inc.
(NASDAQ, NM: SMCS) today reported record results for the third quarter and
nine months ended February 29, 1996.
Third quarter sales climbed 36 percent, to $8,923,446, from $6,544,554
for the same period of fiscal 1995. Net income was $257,056, or 10 cents per
share, up 50 percent from $170,857, or seven cents per share in the comparable
quarter last year.
Sales for the nine months rose 34 percent, to $26,468,086, from
$19,684,818 for the nine months of the prior year. Net income increased 61
percent, to $750,026, or 28 cents per share, from $467,082, or 20 cents per
share for the same period of fiscal 1995.
"Star Multi Care has recorded 16 consecutive quarters of record revenues
and eamings, reflecting strong demand for our services in the high-growth
markets we have targeted, and the success of our selective acquisition program.
The definitive agreement to acquire Amserv Healthcare, Inc., announced during
the third quarter, will add Ohio and New Jersey to our service area and
introduce our efficient, cost- effective healthcare concepts to additional
medical facilities and patients in the Northeast", Stephen Sternbach, president
and CEO of Star, said.
Star Multi Care Services is a primary provider of proprietary, custodial
and high-tech health care services, and staffing to hospitals and other medical
facilities throughout the New York City metropolitan area, upstate New York and
southeastern Florida.
26 COURT STREET BROOKLYN, NEW YORK 11242
718/488-7300 FAX 718/802-1525
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STAR MULTI CARE SERVICES, INC.
Financial Highlights (Unaudited)
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<CAPTION>
For the Three Months Ended For the Nine Months Ended
2/29/96 2/29/95 2/29/96 2/29/95
<S> <C> <C> <C> <C>
Sales $8,923,446 $6,544,554 $26,468,086 $19,684,818
Earnings
before
taxes 435,056 299,857 1,270,026 820,082
Taxes 178,000 129,000 520,000 353,000
Net earnings 257,056 170,857 750,026 467,082
Earnings per
share $.10 $.07 $.28 $.20
Average shares
outstanding 2,704,187 2,282,032 2,704,187 2,282,032
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CONSOLIDATED BALANCE SHEETS
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<CAPTION>
February 29, 1996 May 31, 1995
<S> <C> <C>
ASSETS:
Current Assets $ 8,567,958 $ 6,331,686
Property and Equipment, Net 298,024 260,333
Other Assets 3,401,927 3,521,712
Total Assets $12,267,909 $10,113,731
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities $ 2,003,549 $ 2,024,225
Other Liabilities 3,531,250 2,125,000
Shareholders' Equity 6,733,110 5,964,506
Total Liabilities and
Shareholders' Equity $12,267,909 $10,113,731
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Note: Interim results are subject to audit and adjustments at the end of the
fiscal year.
####
