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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:
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
HORIZON/CMS HEALTHCARE CORPORATION
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(Name of Registrant as Specified In Its Charter)
N/A
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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), 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):
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4) Proposed maximum aggregate value of transaction:
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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,
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HORIZON/CMS HEALTHCARE CORPORATION
6001 INDIAN SCHOOL ROAD, N.E., SUITE 530
ALBUQUERQUE, NEW MEXICO 87110
(505) 881-4961
September 12, 1996
Dear Fellow Stockholder:
IMPORTANT NOTICE
On Tuesday, September 10, 1996, the Annual Meeting of Stockholders of
Horizon/CMS Healthcare Corporation (the "Company") was convened at 1:30 p.m.,
Mountain Daylight Time. The purpose of the meeting was to consider and act on
the proposals set forth in the Company's Proxy Statement dated August 15, 1996.
Concerning one matter discussed below, the meeting was adjourned to Friday,
September 27, 1996, when it will reconvene at 10:00 a.m. at the Company's
corporate offices in Albuquerque, New Mexico.
As indicated in the Proxy Statement previously sent to you, the Board of
Directors is proposing to amend the Company's Restated Certificate of
Incorporation, as amended (the "Charter"), to (i) change the vote required to
fill newly created directorships and vacancies on the Board of Directors, (ii)
change the vote required to appoint and remove officers of the Company, and
(iii) change the vote required to designate committees of the Board, remove
committee members and fill vacancies on any committee of the Board. The proposal
to amend the Charter requires approval by holders of 66 2/3% of the Company's
outstanding shares. Due to a technical requirement, brokers who did not receive
specific voting instructions from their clients on Proposal 1 were unable to
vote a significant portion of the shares registered in their names by September
10. Although the votes received were strongly in favor of Proposal 1, the
Company had not received the required number of votes to approve the proposal.
The meeting was adjourned until September 27, to provide stockholders who had
not previously voted on this proposal the opportunity so to do.
Our records show that we have not yet received your proxy for the Annual
Meeting. We would like to renew our request that you return a proxy showing how
you want your shares to be voted on Proposal 1. Please return the enclosed proxy
to ensure representation of your shares.
Regardless of the number of shares you own, your vote is very important. We
would ask you to vote FOR Proposal 1 to authorize the amendment of the Charter
as outlined above by signing, dating and returning the enclosed proxy card as
soon as possible.
Before the adjournment, stockholders approved all other proposals described
in the Proxy Statement. The sole proposal on the agenda at the Annual Meeting
that remains to be acted upon is the proposal to amend the Charter as outlined
above.
Thank you for your continued support.
Sincerely,
[/S/ NEAL M. ELLIOTT]
Neal M. Elliott,
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF
EXECUTIVE OFFICER
