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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-ll(c) or
Section 240.14a-12
AMSERVE HEALTH CARE INC
..............................................................................
(Name of Registrant as Specified In Its Charter)
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-ll(c)(l)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14-6(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:(1)
.........................................................................
4) Proposed maximum aggregate value of transaction:
.........................................................................
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
..............................................................
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AMSERV LOGO
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July 22, 1996
Dear Fellow Shareholders:
I am very pleased to provide you with the enclosed proxy materials for our
upcoming Annual Meeting of Shareholders. Of particular importance is the
proposal to merge AMSERV HEALTHCARE INC. ("AMSERV") into Star Multi Care
Services, Inc. ("Star").
WE STRONGLY URGE YOU TO REVIEW THE ENCLOSED MATERIALS AT YOUR EARLIEST
CONVENIENCE AND RETURN THE ENCLOSED PROXY CARD WITH YOUR VOTE AS SOON AS
POSSIBLE. THE MERGER REQUIRES APPROVAL BY THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF AMSERV COMMON STOCK. CONSEQUENTLY, IF YOU DO NOT VOTE, IT
WILL HAVE THE EFFECT OF A VOTE AGAINST THE STAR MERGER.
As we have previously written you, your Board concluded the Star merger, which
is the product of an extensive review of possible business combinations, is in
the best interests of all the shareholders.
Please review the enclosed proxy statement carefully for full details of the
Star merger. In particular, you should consider the following:
IF THE MERGER IS APPROVED, EACH AMSERV SHAREHOLDER WILL RECEIVE
ONE SHARE OF STAR COMMON STOCK FOR EACH 2.445 SHARES OF AMSERV
COMMON STOCK.
ON JULY 19, 1996, THE CLOSING PRICE ON NASDAQ FOR STAR COMMON
STOCK WAS $7.50 PER SHARE.
STAR IS AN ESTABLISHED PUBLIC COMPANY WITH AN ANNUALIZED RATE OF
SALES OF APPROXIMATELY $40 MILLION AND A TRACK RECORD OF 16
QUARTERS OF RECORD SALES AND EARNINGS.
THE MERGER OF STAR AND AMSERV WOULD RESULT IN A COMBINED COMPANY
WITH SALES OF APPROXIMATELY $54 MILLION, SIMILAR LINES OF
BUSINESS, CLOSE GEOGRAPHIC LOCATIONS AND SIGNIFICANT COST SAVINGS
FROM CONSOLIDATION OF CORPORATE FUNCTIONS.
If you have any questions or require any assistance in voting your shares,
please call our proxy solicitor, Georgeson & Company Inc., toll free, at
1-800-223-2064.
Thank you,
Leslie Hodge
Secretary
- ------- AMSERV HEALTHCARE INC. 3252 Holiday Court,
Suite 204 La Jolla, CA 92037 (619) 597-1000 ---------
