SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[X] Definitive Information Statement
American Consolidated Laboratories, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:
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[ ] 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:
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AMERICAN CONSOLIDATED LABORATORIES, INC.
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of American Consolidated Laboratories, Inc.
A Special Meeting of Shareholders of American Consolidated Laboratories,
Inc. (the "Company") will be held at the Company's offices at 1640 North
Market Drive, Raleigh, North Carolina 27609 on Wednesday, February 12, 1997
at 9:00 a.m. for the following purposes:
1. To consider and act upon a proposal to approve the amendment of the
Company's Articles of Incorporation to increase the authorized capital stock
of the Company by creating a class of 5,000,000 shares of Preferred Stock,
no par value; and
2. To transact any other business as may properly come before the
meeting.
Shareholders of record as of the close of business on January 10, 1997
are entitled to vote at this meeting or any adjournment thereof. Information
relating to the matters to be considered and voted on at the meeting is set
forth on the Information Statement accompanying this Notice.
By Order of the Board of Directors,
_____________________________________
Kenneth Kirkham, Assistant Secretary
January 13, 1997
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AMERICAN CONSOLIDATED LABORATORIES, INC.
1640 NORTH MARKET DRIVE
RALEIGH, NORTH CAROLINA 27609
(919) 872-2488
_______
INFORMATION STATEMENT FOR
SPECIAL MEETING TO BE HELD FEBRUARY 12, 1997
DATED: January 13, 1997
This Information Statement is furnished in connection with the Special
Meeting of Shareholders to be held at the Company's offices at 1640 North
Market Drive, Raleigh, North Carolina 27609 on Wednesday, February 12, 1997
at 9:00 a.m. or any adjournment thereof.
This Information Statement contains a proposal to adopt an amendment to
the Articles of Incorporation of the Company to increase the authorized
capital stock of the Company by creating a class of 5,000,000 shares of
Preferred Stock, no par value. Upon issuance, the Preferred Stock may be
used to solidify the Company's capital structure and to finance certain
general corporate objectives.
The only voting securities of the Company are its outstanding shares
of common stock (the "Common Stock"). Shareholders of record as of the close
of business on January 10, 1997 are entitled to notice of and to vote at the
Special Meeting. On that date, 4,278,081 shares of Common Stock were
outstanding, each share being entitled to one vote.
The affirmative vote of a majority of the holders of a majority of the
outstanding shares of Common Stock of the Company is required for adoption of
the proposal.
We Are Not Asking You for a Proxy and You Are Requested Not to Send Us A
Proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding those
persons known by management to hold beneficially at least 5% of the
outstanding shares of Common Stock.
<TABLE>
<S> <C> <C>
Name and address of Amount and Nature
Beneficial Owner of Beneficial Ownership Percentage
Tullis-Dickerson Capital
Focus L.P. 3,714,216 (a) 76.3%
One Greenwich Plaza,
Greenwich, CT 06830
James L.L. Tullis (b) (b)
One Greenwich Plaza,
Greenwich, CT 06830
Thomas P. Dickerson (b) (b)
One Greenwich Plaza,
Greenwich, CT 06830
Joan Neuscheler (b) (b)
One Greenwich Plaza,
Greenwich, CT 06830
</TABLE>
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(a) Includes 3,022,551 shares owned by Tullis-Dickerson Capital Focus
L.P., warrants to purchase 586,670 shares, 35,714 shares held by Tullis-
Dickerson & Co., Inc., 40,251 shares held by James L.L. Tullis, 20,126 shares
held by Thomas P. Dickerson and 8,904 shares held by Joan Neuscheler,
affiliates of Tullis-Dickerson Capital Focus L.P.
(b) See footnote (a) above. Mr. Tullis, Mr. Dickerson and Ms.
Neuscheler are affiliates of Tullis-Dickerson Capital Focus L.P. and general
partners of Tullis-Dickerson Partners, which is the general partner of
Tullis-Dickerson Capital Focus L.P.
SECURITY OWNERSHIP OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock, as of January 10, 1997
by its directors and chief executive officer.
<TABLE>
<S> <C> <C>
Name of Amount and Nature
Beneficial Owner of Beneficial Ownership Percentage
Joseph A. Arena 110,000 (a) 2.5%
Thomas P. Dickerson 3,714,216 (b) 76.3%
James L.L. Tullis 3,714,216 (b) 76.3%
Joan P. Neuscheler 3,714,216 (b) 76.3%
All executive officers 3,824,216 (c) 77.2%
and directors as a group
</TABLE>
(a) Includes options to purchase 90,000 shares which are currently
exercisable
(b) Includes 3,022,551 shares owned by Tullis-Dickerson Capital Focus
L.P., warrants to purchase 586,670 shares, 35,714 shares held by
Tullis-Dickerson & Co., Inc., 40,251 shares held by James L.L. Tullis,
20,126 shares held by Thomas P. Dickerson and 8,904 shares held by Joan
Neuscheler, affiliates of Tullis-Dickerson Capital Focus L.P.
(c) Includes options to purchase 90,000 shares which are currently
exercisable and warrants to purchase 586,670 shares
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
The Board of Directors of the Company (the "Board of Directors") has
proposed and recommends that the shareholders approve an amendment to the
Company's Articles of Incorporation that would increase the authorized number
of shares of capital stock of the Company by creating a class of 5,000,000
shares of Preferred Stock with no par value.
The Board of Directors believes that creation of a class of Preferred
Stock will be advantageous to the Company. As is the case with the Company's
currently authorized but unissued shares of Common Stock, the issuance of
Preferred Stock will be within the discretion
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of the Board of Directors without, in most cases, further action by the
shareholders and will be available for any valid corporate purpose. The
proposed amendment to the Company's Articles of Incorporation provides that
the Board of Directors will have discretion, from time to time, to issue
shares of Preferred Stock in one or more series and to determine the number
of authorized shares that will constitute a particular series. The Board of
Directors will have the authority to fix by resolution adopted at the time
of issuance of any shares of Preferred Stock (a) the voting rights, if any,
of the shares to be issued; (b) the terms and conditions, if any, upon which
the shares to be issued may be converted into shares of other classes or
series of the Company or other securities; (c) the dividend rate for the
shares to be issued, whether cumulative or not; (d) the price at which, and
the terms and conditions on which, the shares to be issued may be redeemed;
(e) the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares; (f) any preferential amount payable upon each share to
be issued in the event of a liquidation, dissolution or winding up of the
Company; and (g) the relative rights of each series of shares of Preferred
Stock as to dividends and assets. No further shareholder action will be
required unless otherwise required by law or regulation.
If the proposed amendment is adopted, the Board of Directors may issue
shares of the Preferred Stock to raise as much as $5,000,000 to recapture
sales lost to competition, to consolidate the administrative operations of
the Company's divisions and to further the Company's current acquisition
strategy. The Company has entered into an agreement with Branch, Cabell &
Co., L.P., L.L.P. ("Branch, Cabell") whereby Branch, Cabell has agreed to
assist the Company in the identification of prospective institutional
investors, to recommend a general marketing strategy for raising the
aforementioned capital and to assist the Company in preparing the appropriate
disclosure memoranda for its presentations to investors. Once prospective
institutional investors have been identified, the Company, with assistance
from Branch, Cabell, will negotiate the terms of any Preferred Stock
to be issued to such investors, including the rights, terms, conditions and
other provisions referenced hereinabove, and fix by resolution such terms at
the time of issuance.
OTHER MATTERS
Management is not aware of any matter to be brought before the Special
Meeting other than the matter described herein.
By Order of the Board of Directors
January 13, 1997
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[American Consolidated Laboratories, Inc. Letterhead]
January 13, 1997
To the Shareholders of
American Consolidated Laboratories, Inc.:
I am pleased to invite you to a Special Meeting of Shareholders of your
Company to be held at the offices of the Company at 9:00 a.m. on Wednesday,
February 12, 1997. The notice of the meeting and the Information Statement
relating to matters to be considered are enclosed. The shareholders are
being asked to consider and approve the amendment of the Company's Articles
of Incorporation to increase the authorized capital stock of the Company by
creating a class of 5,000,000 shares of Preferred Stock, no par value.
This proposal is discussed in greater detail in the enclosed Information
Statement. Approval of the amendment by the Company's shareholders is
necessary to enable the Company to issue shares of Preferred Stock from time
to time as the Board of Directors determines to be in the best interests
of the Company. The Board of Directors believes that the proposed amendment
is in the best interests of the Company and its shareholders and recommends
that you read carefully the enclosed Information Statement and vote to
approve the proposed amendment.
Sincerely,
Joseph A. Arena
Chief Executive Officer
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