<PAGE> 1
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
</TABLE>
AMSERV HEALTHCARE INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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
<PAGE> 2
[AMSERV Letterhead]
April 10, 1996
Dear Fellow Shareholder:
By now you may have received a letter from Tom Clarke of Stockbridge Investment
Partners, asking you to vote with him to throw out the current Board and install
his nominees. His letter criticizes the Board-approved merger with Star Multi
Care Services (NASDAQ:SCMS) which is scheduled to be completed this summer.
Since January 1995, Clarke has tried to coerce AMSERV into a merger with a
wholly-owned subsidiary of Stockbridge, York Hannover Pharmaceuticals. If he
takes control of the Company, we believe he will block the merger with Star and
force a merger with York. Consider the following:
<TABLE>
<CAPTION>
Comparison of
-------------
York Star
---- ----
Year ended 12/31/95 Nine Months ended 2/29/96
*Annualized
<S> <C> <C>
Revenues $2,780,095 $35,290,781*
Net Income/Net Loss <535,970> 1,000,035*
Debt 2,179,876 3,656,250
Net Worth <1,700,000> 6,733,110
</TABLE>
You might be interested in reviewing his proposal dated November 13, 1995,
which is referenced in his proxy statement and is an exhibit to his recent
frivolous lawsuit, in which he claims Stockbridge was treated unfairly because
AMSERV "never indicated an amount by which [Stockbridge's] proposal would have
to be increased in order to exceed other offers received"!
Please call me at 800-556-8910 (extension 207) if you have any questions.
Sincerely,
Leslie Hodge
Vice President - Administration
and Secretary
Enclosure
<PAGE> 3
IN THE UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
STOCKBRIDGE INVESTMENT PARTNERS, INC., )
A FLORIDA CORPORATION, )
)
PLAINTIFF, )
)
V. ) CASE NO.: 96-30032-MAP
)
AMSERV HEALTHCARE INC., )
A DELAWARE CORPORATION, )
)
DEFENDANT. )
COMPLAINT
For its complaint, Stockbridge Investment Partners, Inc. states:
1. Plaintiff Stockbridge Investment Partners, Inc. ("Stockbridge")
is a Florida corporation with its principal place of business located in
Massachusetts.
2. Amserv Healthcare Inc. ("Amserv") is a Delaware corporation
with its principal place of business in California.
3. This Court has subject matter jurisdiction pursuant to 28
U.S.C. Section 1331 in that the parties are citizens of different states and
the amount in controversy exceeds $50,000.
4. Venue is appropriate in this judicial district pursuant to 28
U.S.C. Section 1391 because a substantial portion of the events giving rise to
this litigation occurred in this district.
5. Since early 1995, Stockbridge has attempted to effect a
business combination with Amserv or to replace certain members of Amserv's
board of directors. Amserv's board of directors has consistently opposed these
efforts.
<PAGE> 4
6. On or about October 18, 1995, Plaintiff and Defendant entered
into a written agreement, a copy of which is attached as Exhibit A (the
"October 1995 Agreement"). The October 1995 Agreement required the board of
directors of Amserv to "use its business judgment to establish a fair and
equitable process for considering business combinations." On or about this same
date, Amserv issued a press release announcing its intention to "broaden its
review of potential business combinations" and stating that "Stockbridge will
participate, on a fair and equal basis with other participants, in Amserv's
review process."
7. On November 13, 1995, Stockbridge presented to Amserv a written
proposal to effect a business combination between Amserv and York Hannover
Pharmaceuticals, Inc. ("York Hannover"), a wholly-owned subsidiary of
Stockbridge. The proposal provided for a stock for stock merger under which
Stockbridge would exchange all the stock of York Hannover for 1,200,000 shares
of Amserv common stock, which would represent approximately 27 percent of
Amserv's shares after consummation of the proposed merger. A copy of
Stockbridge's proposal is attached as Exhibit B.
8. Prior to submitting the November 13 proposal to Amserv,
representatives of Stockbridge met with Batchelder & Partners, Inc., Amserv's
financial advisor, and Eugene Mora, Amserv's chairman of the board and chief
executive officer. During this meeting, Amserv's representatives generally
discussed the terms of and timing for a proposed business combination between
Amserv and Stockbridge. The terms generally proposed by Amserv were more
favorable to Stockbridge than those set forth in the November 13 offer. During
this meeting, Mr. Mora also indicated that representatives of Amserv would want
to visit Stockbridge's operating facilities in Florida and conduct other due
diligence.
2
<PAGE> 5
9. In spite of its contractual obligation and express statements
to Stockbridge, Amserv did not "fairly" and "equitably" consider Stockbridge's
proposal. Evidence of Defendant's failure to fairly and equitably consider
Plaintiff's proposal include the following:
i. Amserv conducted almost no due diligence regarding the
assets of York Hannover after receipt of Plaintiff's offer. Defendant never
visited Plaintiff's primary places of business nor did Defendant ever contact
United Professional Companies, which is Plaintiff's partner in York Hannover
Partnership, a pharmaceutical and medical supply distribution business
comprising of a substantial portion of York Hannover's assets.
ii. Although the parties had explicitly discussed an
agreeable timetable for a proposed business combination at their meeting,
Amserv did not respond, or even ask for an extension of time to respond, to
Plaintiff's November 13 offer prior to its stated December 4, 1995 expiration
date.
iii. Defendant never engaged in any negotiations with
Plaintiff regarding its proposal for a business combination. Defendant never
indicated an amount by which Plaintiff's proposed would have to be increased in
order to exceed other offers received, and Defendant never informed Plaintiff
what aspects of its proposal were unacceptable.
iv. Without giving any prior notice to Stockbridge, on
January 18, 1996, Amserv issued a press release announcing its intention to
merge with Star Multi Care Services, Inc. ("Star") (the "Star Merger"). Amserv
has not entered a definitive agreement to enter into the Star Merger.
3
<PAGE> 6
10. Amserv failed to obtain from Star a significant premium for
Amserv's shares. Under the terms of the Star Merger, each share of Amserv
common stock will be exchange for .4090 shares of Star common stock. Based on
the price of Star's stock as of February 20, 1996, this exchange ratio results
in a value of $2.81 per share of Amserv stock, which is 16.7 percent less than
Amserv's stock price at its 52 week high of $3.375 per share on September 13,
1995. The per share value is only slightly higher than the trading price of
Amserv stock prior to the announcement of the Star Merger.
11. Defendant's failure to seriously consider Plaintiff's proposal,
its failure to conduct due diligence, its failure to negotiate with Plaintiff
and its merger with Star at a per share value significantly less than the
recent market value of Amserv's stock, as well as other actions taken by
Defendant constitute a breach of the October 1995 Agreement.
12. The October 1995 Agreement provides that, upon Amserv's breach
of its obligation to establish a fair and equitable process for considering
business combinations, Amserv will pay to Stockbridge $125,000 for the
reimbursement of Stockbridge's documented expenses.
13. In addition to its expenses, Plaintiff is entitled to recover
damages resulting from Defendant's failure to fairly and equitably consider
proposals for business combinations, including Plaintiff's reasonable
attorney's fees and the difference between the value of the 202,845 shares of
Amserv stock owned by Stockbridge and its affiliates under the terms of the
Star Merger and the value of these shares that would have been realized in a
business combination if the October 1995 Agreement had not been breached.
4
<PAGE> 7
WHEREFORE, Plaintiff respectfully requests entry of a judgment against
Defendant for damages, the exact amount to be proven at trial but believed to
exceed $400,000, for prejudgment interest thereon, for Plaintiff's attorney's
fees incurred, for the costs of this action and for such other relief as may be
equitable in this cause.
Respectfully Submitted,
MARTIN & OLIVEIRA
William E. Martin, Esq.
100 North Street, Suite 301
Pittsfield, Massachusetts 01201
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
By: /s/ GLENN B. ROSE
---------------------------------
Glenn B. Rose, Esq.
Craig V. Gabbert, Jr., Esq.
1800 First American Center
315 Deaderick Street
Nashville, TN 37238
(615) 256-0500
Attorneys for Stockbridge Investment Partners, Inc.
5
<PAGE> 8
AGREEMENT
This Agreement (the "Agreement") is made and entered into as
of this 18th day of October, 1995, by and among STOCKBRIDGE INVESTMENT PARTNERS,
INC., a Florida corporation ("Stockbridge"), AMSERV HEALTHCARE INC., a Delaware
corporation ("AMSERV"), and each of their affiliates, associates, groups,
directors, officers, representatives or agents.
RECITALS
WHEREAS, AMSERV and Stockbridge have been involved in
discussions regarding a potential business combination involving AMSERV; and
WHEREAS, the Board of Directors of AMSERV has determined 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
WHEREAS, by written notice delivered on September 18, 1995,
(the "Consent Notice"), Thomas M. Clarke, a principal of Stockbridge and a
record holder of AMSERV Common Stock, has requested that the Board of Directors
establish a record date for action by written consent to remove the Board of
Directors and replace the same with individuals selected by Clarke; and
WHEREAS, the parties desire to resolve certain matters
relating to such discussions by permitting Stockbridge to participate in the
process established by AMSERV's Board on a fair and equal basis with other
participants.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Stockbridge Participation. Stockbridge agrees that it will
participate in the process to consider business combinations described in the
recitals above. AMSERV agrees that Stockbridge will be the first participant to
have access to the AMSERV data room for due diligence.
2. Consent Solicitation. Stockbridge hereby agrees to promptly
withdraw, or cause Mr. Clarke to withdraw, in a manner reasonably satisfactory
to AMSERV, the Consent Notice. Stockbridge further agrees not to commence any
other consent solicitation with respect to AMSERV, or deliver any similar notice
to AMSERV's Board of Directors requesting a record date, until the earlier of
January 1, 1996 or the conclusion of AMSERV's process to consider business
combination described above. In the event that after January 1, 1996 Stockbridge
delivers written notice to AMSERV's Board of Directors requesting that the board
set a record date, AMSERV hereby agrees that its Board of Directors shall set a
record date in accordance with AMSERV's bylaw provision relating thereto.
3. Annual Meeting. The parties hereby acknowledge that
AMSERV's Annual Meeting of Stockholders for the fiscal year ended June 24, 1995
has been delayed. In the event that a definitive agreement relating to a merger,
sale or other business combination involving AMSERV has not been executed on or
prior to February 9, 1996, AMSERV hereby agrees that its Board of Directors
shall
<PAGE> 9
promptly thereafter (a) set a meeting date for a meeting of Stockholders in lieu
of its Annual Meeting, which date shall be no later than April 15, 1996, (b) set
a record date for such meeting, which date shall be forty-five (45) to sixty
(60) days prior to the meeting date and (c) notify Stockbridge of such record
date not later than twenty (20) days before the record date.
4. Consideration of Proposals. The Board of Directors shall
use its business judgment to establish a fair and equitable process for
considering business combinations.
5. Reimbursement of Expenses. (a) In the event that
Stockbridge submits a proposal relating to a merger, sale or other business
combination involving AMSERV to AMSERV's Board of Directors and such proposal is
accepted by AMSERV, AMSERV hereby agrees to pay to Stockbridge, in the event the
accepted proposal is not consummated for any reason (other than a breach by
Stockbridge or the failure by Stockbridge to perform its obligations
thereunder), a breakup fee of up to $125,000 for the reimbursement of
Stockbridge's documented expenses.
(b) In the event that AMSERV breaches its obligations to
Stockbridge under Sections 1, 3 or 4 regarding the conduct of the process for
consideration of proposals hereof, AMSERV will pay to Stockbridge $125,000 for
the reimbursement of Stockbridge's documented expenses.
6. Press Release. The parties hereby agree that AMSERV will
issue a press release describing this Agreement promptly following its execution
(attached as Exhibit A hereto).
7. Representations. Each of the parties represents and
warrants with respect to itself that such party is duly authorized to execute,
deliver and perform this Agreement, that this Agreement has been duly executed
by such party and that this Agreement is a valid and binding Agreement of such
party, enforceable against such party in accordance with its terms.
8. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal laws of the State of Delaware,
without regard to conflicts of law doctrines. The parties agree that in
connection with any breach of the terms of this Agreement, money damages may be
inadequate and each party agrees that it will not interpose any objection to any
motion of the other seeking injunctive relief on the basis that there is an
adequate remedy at law.
9. Certain Terms. As used herein, the terms "affiliate" and
"associate" shall have the meanings given such terms in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the term
"group" shall have the meaning given such term in Section 13(d)(3) of the
Exchange Act.
10. Amendments; Waiver. This Agreement may be amended,
modified or supplemented only by the written agreement of both parties. No
failure on the part of either party to exercise, or any delay in exercising, any
right hereunder shall be deemed a waiver thereof, nor shall any single or
partial exercise preclude any further or other exercise of such or any other
right.
11. Integration. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandings of the parties in connection
therewith.
2
<PAGE> 10
12. Headings. The descriptive headings of the sections and
subsections of this Agreement are for convenience only and do not constitute a
part of this Agreement.
13. Counterparts. This Agreement may be executed in two or
more counterparts, each of which when executed and delivered shall be deemed an
original and all of which taken together shall constitute but one and the same
instrument. This Agreement shall become effective when one or more counterparts
have been executed and delivered to each of the parties.
14. Severability. If any provision of this Agreement shall be
deemed or declared to be unenforceable, invalid or void to any extent, the
remainder of the provisions shall remain in full force and effect and shall not
in any way be affected, impaired or invalidated.
15. Best Efforts. Each of the parties shall use its best
efforts to cause all persons who are not parties to this Agreement to observe
the provisions hereof.
16. Assignments. This Agreement shall be binding upon, inure
to the benefit of and be enforceable by and against the parties hereto and their
respective successors and assigns; provided, however, that neither this
Agreement nor any rights or obligations hereunder are assignable.
17. Attorneys' Fees. In the event of any action or proceeding
for the breach of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and expenses incurred in such action or
proceeding.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and year
first above written.
STOCKBRIDGE INVESTMENT PARTNERS,
INC., a Florida corporation
By: /s/ Thomas M. Clarke
---------------------------
Name: Thomas M. Clarke
-------------------------
Title: President
------------------------
AMSERV HEALTHCARE INC.,
a Delaware corporation
By: /s/ Leslie Hodge
---------------------------
Name: Leslie Hodge
-------------------------
Title: Vice President-Administration
and Secretary
------------------------
3
<PAGE> 11
EXHIBIT A
###
[AMSERV HEALTHCARE LETTERHEAD]
NEWS RELEASE
AMSERV HEALTHCARE INC.
For immediate release.
Contact: Leslie Hodge
Vice President - Administration
619-597-1000, Extension 207
San Diego, California, October 18, 1995 -- AMSERV HEALTHCARE INC. (NASDAQ:AMSR)
AMSERV HEALTHCARE INC. announced today that AMSERV's Board of Directors has
determined 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.
Gene Mora, Chairman and Chief Executive Officer, commented: "This is a process
that will begin immediately. If this process yields a proposal which we believe
is in our stockholders' best interests, we will pursue it aggressively. If not,
we will continue to pursue our independent strategy. We anticipate this process
can be completed by late January 1996."
In light of these developments, the Company also announced that it will delay
its annual meeting of stockholders. Should the broadened study not result in a
transaction, the annual meeting will be promptly rescheduled.
AMSERV's Financial Advisor, Batchelder & Partners, Inc. - San Diego, California,
will be assisting AMSERV's Board of Directors in seeking indications of interest
from a broader group and also for a broader range of possible transactions with
the Company.
AMSERV also announced that it had entered into an agreement with Stockbridge
Investment Partners, Inc. pursuant to which Stockbridge will withdraw the
written notice delivered to AMSERV on September 18, 1995 indicating
Stockbridge's intent to act by written consent and requesting that AMSERV's
Board set a record date, and Stockbridge will not commence any other consent
solicitation with respect to AMSERV or deliver any other such notice until the
earlier of January 1, 1996 or the conclusion of the process described above by
which AMSERV's Board of Directors will consider potential business combinations
involving AMSERV.
The agreement provides that Stockbridge will participate, on a fair and equal
basis with other participants, in AMSERV's review process. If the process does
not result in the execution of a definitive agreement relating to a merger, sale
or other business combination involving AMSERV by February 9, 1996, AMSERV
agreed to set a meeting date of no later than April 15, 1996 for its annual
meeting, with a record date forty-five to sixty days prior to such meeting.
AMSERV is a health care company providing home care services, with six branch
offices located in New Jersey and Ohio.
<PAGE> 12
EXHIBIT B
[STOCKBRIDGE INVESTMENT PARTNERS, INC. letterhead]
November 13, 1995
SENT OVERNIGHT CARRIER AND BY FACSIMILE
Board of Directors
Amserv Healthcare Inc.
3252 Holiday Court
La Jolla, CA 92037
ATTENTION: EUGENE J. MORA, CHAIRMAN
Gentlemen:
Stockbridge Investment Partners, Inc. ("Stockbridge") is pleased to
submit this proposal to effect a business combination between its subsidiary,
York Hannover Pharmaceuticals, Inc. and Amserv Healthcare Inc. ("Amserv").
The material terms of the proposal are set forth on the Term Sheet
attached as Exhibit A. Stockbridge believes its proposal is so favorable to
Amserv as to preempt any further consideration of proposals by the Board.
Therefore, this proposal shall remain open for acceptance by Amserv through the
close of business (E.S.T.) on Monday, December 4, 1995.
Upon your acceptance of this proposal as provided for below:
(i) Amserv and its advisors and counsel would commence immediately to
work cooperatively and collaboratively with Stockbridge and its advisors and
counsel to prepare the Definitive Merger Agreement for execution and delivery,
to complete all due diligence and to effect any required filings with
regulatory authorities; and
(ii) Amserv shall immediately cease soliciting business combination
proposals from any third party and end all related activities.
<PAGE> 13
Board of Directors
November 13, 1995
Page 2
If the foregoing is acceptable, please so indicate below.
Sincerely,
/s/ Thomas M. Clarke
------------------------
Thomas M. Clarke
President
TMC/df
cc: David L. Batchelder
Enclosure
ACCEPTED AS OF THIS
DAY OF , 1995.
- -- -----------------
AMSERV HEALTHCARE INC.
By:
-----------------------------
Title:
--------------------------
<PAGE> 14
Exhibit A
---------
Business Combination Term Sheet.
Amserv/York Hannover Pharmaceuticals, Inc. ("YHPI")
Nature:
Acquisition by Merger of YHPI with and into Amserv which will be the
surviving corporation (the "Merger").
Consideration:
Stockbridge, as sole stockholder of YHPI, to receive 1,200,000 (27.5
percent of the outstanding stock after the issuance of the merger shares) of
Common Stock of Amserv so that on a fully-diluted proforma basis, Stockbridge
and its affiliates will own 1,439,900 shares, or 33.0 percent of Amserv. Newly
issued shares of Amserv Common Stock to be subject to demand and piggy-back
Registration Rights (transferable by Stockbridge and its affiliates) under a
Registration Rights Agreement.
Board Composition:
Upon the effectiveness of the Merger, the Amserv Board of Directors is
to be composed of five members, two selected by Stockbridge, two incumbents of
which one must be Mr. Mora and one non-affiliated director to be selected by
the other four.
Special Consideration:
Following the consummation of the merger:
1. Stockbridge will not increase its ownership of Amserv Common Stock
without the consent of the non-Stockbridge directors to an amount in
excess of 40.0 percent of the shares outstanding.
2. Stockbridge will not enter into any "business combination" as defined in
Section 203(c)(3) of Delaware General Corporate Law with Amserv except
in accordance with Delaware Law.
3. Thomas M. Clarke and Lawrence B. Cummings will enter into Agreements
with Amserv governing corporate opportunities, conflicts of interest and
employment.
<PAGE> 15
4. Amserv will use its best efforts to exchange its Class B Redeemable
Preferred shares for debt maturing on the same installment dates as the
Preferred shares.
5. The terms of Eugene J. Mora's Employment and Consulting Agreements shall
be amended such that upon Mr. Mora's resignation effective with the
Merger he shall be compensated all amounts due under the agreements in
60 equal installments to be paid out of corporate funds. Mr. Mora will
enter into acceptable Not to Compete and Not to Hire Agreements with
Amserv upon his resignation.
6. Amserv will enter into appropriate employment arrangements with Ms.
Hodge and Ms. Anderson on their agreement to relocate to Stockbridge's
offices in Pittsfield, Massachusetts, otherwise, Amserv will provide
the six month notice to each employee as of the effective date of the
Merger.
7. Stockbridge will not for two years solicit consents or proxies to
replace Amserv's Directors after the Merger.
8. Amserv shall enter into Employment Agreements with Thomas M. Clarke and
Lawrence B. Cummings as President and Chief Executive Officer,
respectively, on the effective date of the Merger. Such agreements shall
include a base salary not to exceed $100,000 each on an annual basis.
9. Mr. Cummings shall be the Chairman of the Board of Amserv.
Timetable:
Execution and delivery of a mutually-acceptable definitive Merger
Agreement on or before December 15, 1995, contemplating effectiveness of the
Merger on or before January 31, 1996.
Conditions:
- Approval by Amserv Board of Directors.
- Satisfactory completion of mutual due diligence.
- Redemption in full of all outstanding Preferred Stock of YHPI prior
to the effectiveness of the Merger.
- Receipt of all necessary governmental approvals (as may be determined
and specified in the definitive Merger Agreement).
<PAGE> 16
- No material adverse change in the financial condition or business
of either Amserv or YHPI from September 30, 1995 (Balance Sheet
Attached).
- No litigation threatened or pending which challenges the validity
of the Merger Agreement or seeks to enjoin the Merger.
Representations and Warranties:
- Merger Agreement to contain such representations and warranties of
Amserv and Stockbridge/YHPI as are usual and customary for this
kind of transaction.
Termination:
- Upon execution of the Letter Agreement incorporating this term sheet,
Amserv to cease soliciting business combination proposals, and all
activities related thereto; provided, however, in the event that the
Board of Directors in the exercise of its fiduciary duty, receives an
unsolicited business combination proposal from a third party which it
deems to be more favorable to Amserv's stockholders than the Merger,
the Merger Agreement may be terminated and of no further force and
effect upon written notice to Stockbridge together with the payment
to Stockbridge of $125,000 for reimbursement of its expenses.
<PAGE> 17
AMSERV HEALTHCARE INC.
PRO FORMA BALANCE SHEET
<TABLE>
<CAPTION>
Amserv York Hanover
for the Twelve Month Period for the Nine Month Period
Ended June 24, 1995 Ended September 30, 1995 Consolidated
--------------------------- -------------------------- ------------
<S> <C> <C> <C>
Cash $1,226.4 $ 39.8 $ 1,266.2
Accounts receivable 973.8 342.7 1,316.5
Inventory 0.0 0.0 0.0
Available-for-sale securities 1,392.0 1,385.7 2,777.7
Other current assets 187.5 64.4 251.9
-------- -------- ---------
CURRENT ASSETS 3,779.7 1,832.6 5,612.3
PP&E 387.8 0.0 387.8
Provider contracts 2,203.1 0.0 2,203.1
Investment in Partnerhsip 0.0 507.9 507.9
Deferred financing cost 0.0 0.0 0.0
Other assets 313.9 1,606.3 1,922.2
-------- -------- ---------
TOTAL ASSETS $6,684.5 $3.948.8 $10.633.3
-------- -------- ---------
Accounts Payable $ 105.7 $ 4.4 $ 110.1
Accrued salaries 561.1 0.0 561.1
Other current liabilities 646.5 65.5 712.0
-------- -------- ---------
CURRENT LIABILITIES 1,313.3 69.9 1,383.2
Secured Debt 30.9 1,750.0 1,780.9
Acquisition Debt 0.0 0.0 0.0
Debt Consolidation 0.0 0.0 0.0
Deferred income taxes 0.0 (275.0) (275.0)
Other liabilities 0.0 0.0 0.0
-------- -------- ---------
TOTAL LIABILITIES 1,344.2 1,544.9 2,889.1
DEFERRED REVENUE 0.0 909.8 909.8
EQUITY 5,340.3 1,494.1 6,834.4
-------- -------- ---------
TOTAL LIAB. & EQUITY $6,684.5 $3,948.8 $10,633.3
-------- -------- ---------
</TABLE>
