SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
HEALTH OUTCOMES MANAGEMENT, 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):
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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:
[ ] 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:
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HEALTH OUTCOMES MANAGEMENT, INC.
2331 University Avenue Southeast
Minneapolis, MN 55414
1-800-STAT-911
(612) 378-3053 FAX (612) 378-2930
MEMO
TO: STEVE WOLF, NORMAN PESSIN, JOHN MACKAY, DANIEL GREENBERG
MYRON COHN, STEVEN WOLF, GEORGE GUPPY
FROM: BILL PETER
DATE: SEPTEMBER 8, 1997
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Mike Frakes and I met today with Vic Greenstein and Peter Zugschwert for a lunch
discussion in Minneapolis to discuss Board of Directors' candidates and a way to
resolve the proxy battle between the Greenstein Group and the current Board of
Health Outcomes Management.
The results of that meeting were as follows:
1. Mike Frakes and I asked them about their plan for the business. They said
that they would develop one after they had time to study the company in
depth. Mike and I concluded that their slate of Board members would take a
long time to even understand our business (probably about a year).
2. Mike Frakes and I offered a compromise approach in which the Board would be
increased to six (6) members: four (4) would be the present Board members
and two (2) would be selected from the Greenstein Group slate.
We offered to interview all four of their slate for the two positions.
3. Mike and I informed them that this proxy battle already has done major harm
to the company. One of our key associates is leaving because of uncertainty
and others have told us they will leave if the Greenstein Group slate wins.
Our staff is critical to the health of this company. We told Vic and Peter
that their win of the proxy battle would be a loss with the key staff
departing. Also, our negotiations with strategic partners in September (4
key meetings) is very vulnerable to word of the proxy battle.
<PAGE>
4. We asked if they would provide Mike and Bill with one year employment
agreements, like the one in place now. They said they would not make any
commitments until they studied the company.
5. Mike stated that he refused to work for the Greenstein Group slate under
any circumstances.
6. We agreed to separately contact key investors and have conference calls to
include Mike, Bill and Vic (at least) with each major investor. Wednesday
is a day available for such conference calls.
Separate from the lunch, Mike suggested that he contact the major investors
personally by phone today. Bill agreed and decided to send this FAX.
Any of the present Board members will be happy to talk with you. We urge you to
get their opinions before you authorize your proxy.
Mike Frakes 1-800-782-8911
Bob Cipolle (612) 624-5187
Jerry Hoganson (612) 227-8351
Bill Peter 1-800-782-8911
We have appreciated your support over the years. We have listened and offered an
expanded six (6) member Board. We pledge that if you give us your proxy we will
proceed to achieve a six (6) member Board including two (2) of the candidates
from the Greenstein Group slate.
cc: Janna Severance, Moss and Barnett
Rosemary Salzwedel, Health Outcomes Management
Mike Frakes, Health Outcomes Management
