<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AMERICAN HEALTHCHOICE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
(Title of Class of Securities)
02592910
(CUSIP Number)
JERRY D. KENNETT, M.D.
401 KEENE STREET
COLUMBIA, MO 65201
(573) 876-1689
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MAY 12, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 29 Pages
Index to Exhibits on Page 24
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 2 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL S. BASKAUSKAS
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 3 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN A. CROUCH, M.D.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF AND/OR BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
264,146
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
264,146
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,146
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 4 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EARL L. JENNINGS, JR.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 5 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JERRY D. KENNETT, M.D.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF AND/OR BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
346,726
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
346,726
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
346,726
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 6 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MERLIN KIRBY, M.D.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF AND/OR BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
90,822
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
90,822
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,822
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 7 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES E. MCDOWELL
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 8 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. JERRY MURRELL, M.D.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF AND/OR BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
90,822
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
90,822
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,822
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 02592910 PAGE 9 OF 29 PAGES
===============================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KURT E. STARNES
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. CITIZEN
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
-------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
In accordance with Rule 101(a)(2)(ii) of Regulation S-T, the text hereof is
hereby amended and restated in its entirety as set forth below.
ITEM 1. SECURITY AND ISSUER.
-------------------
This Statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.001 per share ("Common Stock"), of American HealthChoice,
Inc. (the "Company"). The principal executive offices of the Company are located
at 1500 W. Walnut Hill Lane, Suite 275, Irving, Texas 75038.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is being filed by Michael S. Baskauskas, John A. Crouch,
M.D., Earl L. Jennings, Jr., Jerry D. Kennett, M.D., Merlin Kirby, M.D., Charles
E. McDowell, H. Jerry Murrell, M.D. and Kurt E. Starnes (collectively, the
"Reporting Persons"). Schedule I hereto, which is incorporated herein by this
reference, sets forth for each of the Reporting Persons: (i) his business
address and (ii) his present principal occupation or employment (and the name,
principal business and address of the corporation or other organization in which
such employment is conducted). Each of the Reporting Persons is a United States
citizen.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The responses to Items 4, 5 and 6 are incorporated herein by this
reference.
The aggregate amount of funds necessary to exercise in full the options
granted pursuant to the Stock Option Agreement (as defined below) is $3,000,000.
On March 18, 1996, a non-refundable option fee in the amount of $100,000 was
paid to the Company in accordance with the terms of the Stock Option Agreement.
Such amount was obtained from the personal funds of certain of the Reporting
Persons.
It is presently anticipated that any additional amounts paid to the Company
under the Stock Option Agreement would be obtained from the personal funds of
the Remaining Option Holders (as
-10-
<PAGE>
defined below), borrowings obtained by the Remaining Option Holders or a
combination of such personal funds and borrowings.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The responses to Items 3, 5 and 6 are incorporated herein by this
reference.
The principal purpose of the Reporting Persons in entering into the Stock
Option Agreement was to obtain the right to make a significant investment in the
Company.
Subject to obtaining the necessary funds and certain other conditions, the
Remaining Option Holders presently intend to exercise in full the options
granted pursuant to the Stock Option Agreement. However, there can be no
assurance as to whether any such exercise will occur or as to the timing
thereof. The Remaining Option Holders reserve the right at any time and from
time to time to take any such further actions with respect to the Company or any
of its securities as may be permitted by law.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The responses to Items 3, 4 and 6 are incorporated herein by this
reference.
By reason of the options granted pursuant to the Stock Option Agreement and
the provisions of the Initial Allocation Agreement (as defined below) and the
Second Allocation Agreement (as defined below): (i) Jerry D. Kennett, M.D.
beneficially owns 346,726 shares of Common Stock or 4.6% of the total number of
shares of Common Stock outstanding; (ii) John A. Crouch, M.D. beneficially owns
264,146 shares of Common Stock or 3.5% of the total number of shares of Common
Stock outstanding; (iii) Merlin Kirby, M.D. beneficially owns 90,822 shares of
Common Stock or 1.2% of the number of shares of Common Stock outstanding; and
(iv) H. Jerry Murrell, M.D. beneficially owns 90,822 shares of Common Stock or
1.2% of the number of shares of Common Stock outstanding. If any of Jerry D.
Kennett, M.D., John A. Crouch, M.D., Merlin Kirby, M.D. and H. Jerry Murrell,
M.D. (collectively, the "Remaining Option Holders") were to exercise his rights
under the Stock Option Agreement to acquire shares of Common Stock, such
Remaining Option Holder would have sole power to vote and dispose of the shares
of Common Stock so acquired and the right to receive any dividends from, or the
proceeds from the sale of, all such shares of Common Stock.
As a result of the Stock Option Agreement, the Initial Allocation Agreement
and the Second Allocation Agreement, the Remaining Option Holders may be deemed
to constitute a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, and, accordingly, each of the Remaining Option
Holders may be deemed to be the beneficial owner of all of
-11-
<PAGE>
the 792,516 shares of Common Stock issuable upon exercise of the options granted
pursuant to the Stock Option Agreement or 10.6% of the total number of shares of
Common Stock outstanding.
The percentages set forth in the preceding paragraphs are based on
7,482,517 shares of Common Stock outstanding (including 6,690,001 shares of
Common Stock actually outstanding, based on information provided by the Company
to the Reporting Persons, and 792,516 shares of Common Stock issuable upon
exercise of the options granted pursuant to the Stock Option Agreement).
As a result of the Second Allocation Agreement, each of Michael S.
Baskauskas, Earl L. Jennings, Jr., Charles E. McDowell and Kurt E. Starnes
ceased to beneficially own any shares of Common Stock.
Except as disclosed herein, none of the Reporting Persons has effected
transactions in shares of Common Stock during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES
OF THE ISSUER.
--------------------------------------------
The responses to Items 3, 4 and 5 are incorporated herein by this
reference.
Pursuant to a letter agreement, dated March 8, 1996 (the "Stock Option
Agreement"), among the Company and the Reporting Persons, the Company granted to
the Reporting Person options to acquire an aggregate of 792,516 shares of Common
Stock (subject to adjustment as provided therein). The Stock Option Agreement
provides for certain piggyback registration rights with respect to shares of
Common Stock purchased upon the exercise of the options granted pursuant to the
Stock Option Agreement. The Stock Option Agreement further provides that such
shares will be subject to certain restrictions on transfer. A copy of the Stock
Option Agreement is attached as Exhibit 1 hereto and incorporated herein by this
reference.
On April 27, 1996, the Reporting Persons entered into an agreement (the
"Initial Allocation Agreement") allocating the rights and obligations under the
Stock Option Agreement 56.25% to Jerry D. Kennett, M.D., on the one hand, and
43.75% to the other Reporting Persons, on the other hand. A copy of the Initial
Allocation Agreement is attached as Exhibit 2 hereto and incorporated herein by
this reference.
On May 12, 1996, the Reporting Persons entered into an agreement (the
"Second Allocation Agreement") further allocating the 56.25% interest in the
rights and obligations under the Stock Option Agreement previously allocated to
the Reporting Persons other than Jerry D. Kennett, M.D. pursuant to the Initial
-12-
<PAGE>
Allocation Agreement. Pursuant to the Second Allocation Agreement, such 56.25%
interest was further allocated as follows: (i) 33.33% to John A. Crouch, M.D.,
(ii) 11.46% to Merlin Kirby, M.D., and (iii) 11.46% to H. Jerry Murrell, M.D. As
a result of the Second Allocation Agreement, each of Michael S. Baskauskas, Earl
L. Jennings, Jr., Charles E. McDowell and Kurt E. Starnes ceased to have any
interest in the Stock Option Agreement. A copy of the Second Allocation
Agreement is attached as Exhibit 3 hereto and incorporated herein by this
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -------------------
<C> <S>
1 Stock Option Agreement
2 Initial Allocation Agreement
3 Second Allocation Agreement
</TABLE>
-13-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ Michael S. Baskauskas
-------------------------
Michael S. Baskauskas
-14-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ John A. Crouch, M.D.
------------------------
John A. Crouch, M.D.
-15-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ Earl L. Jennings, Jr.
-------------------------
Earl L. Jennings, Jr.
-16-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ Jerry D. Kennett, M.D.
--------------------------
Jerry D. Kennett, M.D.
-17-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ Merlin Kirby, M.D.
----------------------
Merlin Kirby, M.D.
-18-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ Charles E. McDowell
-----------------------
Charles E. McDowell
-19-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ H. Jerry Murrell, M.D.
--------------------------
H. Jerry Murrell, M.D.
-20-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct and agrees that this Statement may be jointly filed
on behalf of him and each of the other Reporting Persons.
Date: May 20, 1996 /s/ Kurt E. Starnes
-------------------
Kurt E. Starnes
-21-
<PAGE>
SCHEDULE I
----------
INFORMATION WITH RESPECT TO THE REPORTING PERSONS
-------------------------------------------------
1. Michael S. Baskauskas
---------------------
(a) Business Address: 100 First Street, Suite 2704, San Francisco, CA
94105
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): Executive Vice President, Barker
Pacific Group, Inc. (a private real estate investment and management
company), 100 First Street, Suite 2704, San Francisco, CA 94105
2. John A. Crouch, M.D.
--------------------
(a) Business Address: 1701 East Broadway, Columbia, MO 65201
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): Cardiovascular Surgeon; John A.
Crouch, M.D., 1701 East Broadway, Columbia, MO 65201
3. Earl L. Jennings, Jr.
---------------------
(a) Business Address: 337 South Cedros Avenue, Suite G, Solana Beach, CA
92075
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): Private Investor
4. Jerry D. Kennett, M.D.
----------------------
(a) Business Address: 401 Keene Street, Columbia, MO 65201
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): Cardiologist; Jerry D. Kennett,
M.D., P.C., 401 Keene Street, Columbia, MO 65201
-22-
<PAGE>
5. Merlin Kirby, M.D.
------------------
(a) Business Address: 3520 Lakin Street, Great Bend, KS 67530-3686
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): General Surgeon; Merlin Kirby,
M.D., 3520 Lakin Street, Great Bend, KS 67530-3686
6. Charles E. McDowell
-------------------
(a) Business Address: 337 South Cedros Street, Suite G, Solana Beach, CA
92075
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): Private Investor
7. H. Jerry Murrell, M.D.
----------------------
(a) Business Address: 1600 East Broadway, Columbia, MO 65201
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): Oncologist; Boone Hospital
Center, 1600 East Broadway, Columbia, MO 65201
8. Kurt E. Starnes
---------------
(a) Business Address: 337 South Cedros Street, Solana Beach, CA 92075
(b) Principal occupation or employment (and, if applicable, name,
principal business and address of the corporation or organization in
which such employment is conducted): Vice President; Pinnacles Equity
Corporation (a private real estate investment and management company),
337 South Cedros Street, Solana Beach, CA 92075
-23-
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- ------- ----------------------------- ----------
<C> <S> <C>
1 Stock Option Agreement* N/A
2 Initial Allocation Agreement* N/A
3 Second Allocation Agreement
</TABLE>
________________
* Previously filed.
-24-
<PAGE>
EXHIBIT 3
SECOND ALLOCATION AGREEMENT
---------------------------
ALLOCATION & ASSIGNMENT OF
INTEREST IN STOCK OPTION AGREEMENT TO
JOHN A. CROUCH, M.D.,
MERLIN KIRBY, M.D., &
H. JERRY MURRELL, M.D.
1. On the terms and subject to the conditions herein set forth, including
without limitation Section 6 hereof, Michael S. Baskauskas, Earl L. Jennings,
Jr., Charles E. McDowell, and Kurt E. Starnes, all residents of the State of
California (all four of which individuals hereinafter collectively referred to
as the "Assignors") and John A. Crouch, M.D. ("Crouch"), and H. Jerry Murrell,
M.D. ("Murrell"), both residents of the State of Missouri, and Merlin Kirby,
M.D. ("Kirby"), a resident of the State of Kansas (Crouch, Murrell and Kirby
hereinafter collectively referred to as the "Assignees") and Jerry D. Kennett,
M.D. (by reason of an assignment made on April 27, 1996 [the "Prior
Assignment"], a copy of which assignment agreement was filed with the Securities
and Exchange Commission on May 3, 1996, Jerry D. Kennett, M.D. shall hereinafter
be referred to as "Kennett" or the "Prior Assignee"), the Assignors, Prior
Assignee and Assignees being parties to that one certain Stock Option Agreement
executed March 8, 1996 by American HealthChoice, Inc. (a copy of which agreement
was filed with the Securities and Exchange Commission on March 18, 1996 and is
hereinafter referred to as the "Agreement") and the Assignors, the Prior
Assignee and Assignees do hereby confirm, memorialize and agree that (i)
Assignees, effective with the execution hereof, are the sole owners of Fifty Six
and Twenty Five Hundredths per cent (56.25%) of all of the interests and
obligations of the Optionees as defined in the Agreement [Assignees have
determined and do hereby agree that the method or manner in which their 56.25%
share of the interests in and obligations under the Agreement shall be shared
between them shall be as follows; (a) Crouch, effective with the execution
hereof, shall be the sole owner of Thirty Three and Thirty Three One Hundredths
per cent (33.33%) of all of the interests and obligations of the Optionees as
defined in the Agreement (said 33.33% share of the interests in and obligations
under the Agreement being referred to herein as the "Crouch Interest"), (b)
Murrell, effective with the execution hereof, shall be the sole owner of Eleven
and Forty Six One Hundredths per cent (11.46%) of all of the interests and
obligations of the Optionees as defined in the Agreement (said 11.46% share of
the interests in and obligations under the Agreement being referred to herein as
the "Murrell Interest") and (c) Kirby, effective with the execution hereof,
shall be the sole owner of Eleven and Forty Six One Hundredths per cent (11.46%)
of all the interests and obligations of the Optionees as defined in the
Agreement (said 11.46% share of the interests in and obligations under the
Agreement being referred to herein as the "Kirby Interest") the Crouch Interest,
Murrell Interest and Kirby Interest being referred to herein collectively as the
"Interests"] and (ii) that
<PAGE>
Prior Assignee is the sole owner of Forty Three and Seventy Five Hundredths per
cent (43.75%) of all of the interests and obligations of the Optionees as
defined in the Agreement, for and in consideration of the sum of $10.00 and
other good and valuable consideration (the "Purchase Price"), the receipt and
sufficiency of which is hereby acknowledged by Assignors, Assignors (with the
consent of the Prior Assignee) do hereby IRREVOCABLY TRANSFER, ALLOCATE, ASSIGN
and CONVEY to the Assignees as follows; to Crouch the Crouch Interest, to
Murrell the Murrell Interest and to Kirby the Kirby Interest and any and all
interests therein of Assignors, so that after the assignment and allocation
hereby made (the "Assignment"), Assignees shall own all of the Interests so
allocated.
2. On the terms and subject to the conditions herein set forth, including
without limitation Section 6 hereof, the Assignees do hereby accept this
assignment and allocation of the Interests.
3. The Assignors hereby represent and warrant to the Assignees that the
Interests attributed herein to the Assignees, are free of any adverse claims,
and subject only to the restrictions contained in the Agreement, the Interests
are free and clear of any and all other liens, charges, pledges or other
restrictions whatsoever.
4. This Assignment supersedes any other agreement (other than the Prior
Assignment), whether written or oral, that has or may have been made or entered
into by Assignors and Assignees relating to the matters contemplated hereby.
The parties hereto hereby expressly acknowledge and agree that none of them has
made any representation, warranty or covenant on which the other has or may have
relied in connection with this Assignment, except as expressly set forth herein.
This Assignment (and the Prior Assignment) constitutes the entire agreement by
and between the parties hereto relating to the matters contemplated hereby and
there are no agreements or commitments between the parties hereto relating to
the matters contemplated hereby except as expressly set forth herein.
5. This Assignment shall be binding upon its execution by the parties
hereto upon the terms and subject to the conditions herein set forth, including
without limitation Section 6 hereof.
6. Effective on the date of the execution hereof by the last party hereto
and conditioned upon the execution hereof by each and every party hereto,
Assignors (with the consent of the Prior Assignee) hereby remise, release and
forever discharge the Assignees, and Assignees' successors, assigns or
affiliates of and from any and all primary or secondary debts, demands, actions,
causes of action, suits, accounts, covenants, contracts, agreements, damages,
claims, demands and liabilities whatsoever of every kind and nature, both in law
and in equity, against
-2-
<PAGE>
Assignees, and Assignees' successors, assigns or affiliates, which Assignors
have or ever had on or prior to the date hereof with respect to or arising out
of Assignors' interest in the Interests. Notwithstanding anything herein to the
contrary, the foregoing release and discharge shall not apply to any obligations
of Assignees, arising under this Assignment or to any obligations of the Prior
Assignee, arising either under this Assignment or the Prior assignment made to
the Prior Assignee on April 27, 1996.
7. The parties hereto hereby acknowledge that, except for this
Assignment, the Prior Assignment and the Agreement and as provided herein or
therein or created hereby or thereby, (i) there are no contracts, arrangements,
understandings or relationships among the parties hereto with respect to the
securities of American HealthChoice, Inc., including, without limitation, any
contracts, agreements or understandings with respect to the voting or
disposition of any shares of common stock of American HealthChoice, Inc.
acquired upon exercise of the rights under the Agreement and (ii) the Prior
Assignee and each of the Assignees may deal with his interest in the Agreement
and any shares of common stock of American HealthChoice, Inc. acquired by him
pursuant to the Agreement in any manner as he may determine in his sole
discretion.
8. The parties mutually agree that each has had full access to the advice
of counsel and that this Assignment represents the culmination of negotiations
of previous discussions, which previous discussions are superseded hereby in all
respects and are of no force and effect.
9. Each party agrees that he or it will, whenever and as often as he or it
shall be required by any other party, execute, acknowledge and deliver such
further instruments and documents as may be necessary in order to complete the
agreements herein provided and to do any and all other acts and to acknowledge,
execute and deliver any and all other documents which may be requested in order
to reasonably carry out the intent and purposes of this Assignment and the Prior
Assignment, including, without limitation, all acts or documents that may be
required in order for the Prior Assignee or any of the Assignees to exercise his
rights under the Agreement.
10. If any provision of this Assignment is held to be illegal, invalid, or
unenforceable under present or future laws, the legality, validity, and
enforceability of the remaining provisions hereof shall not be affected thereby,
and in lieu of each such illegal, invalid or unenforceable provision there shall
be added automatically as a part of this Assignment a provision as close in
meaning to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid, and enforceable. This Assignment shall be governed by and
construed in accordance with the laws of the State of Missouri. Venue for
-3-
<PAGE>
any cause of action arising out of or in conjunction with this Assignment shall
be exclusively in a court of competent jurisdiction, state or federal, in the
state of Missouri.
11. This Assignment may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same Agreement. Further, the constituent parties hereto
shall not be required to execute each original also executed by each such other
constituent party, but all of which taken together upon execution by all of such
parties shall constitute one and the same Agreement.
-4-
<PAGE>
EXECUTED TO BE EFFECTIVE the 12th day of May, 1996.
ACCEPTED & AGREED:
ASSIGNORS:
/s/ Michael S. Baskauskas /s/ Earl L. Jennings, Jr.
- ------------------------- -------------------------
Michael S. Baskauskas Earl L. Jennings, Jr.
Date: May 12, 1996 Date: May 12, 1996
/s/ Charles E. McDowell /s/ Kurt E. Starnes
- ----------------------- -------------------
Charles E. McDowell Kurt E. Starnes
Date: May 12, 1996 Date: May 12, 1996
ACCEPTED & AGREED:
ASSIGNEES:
/s/ H. Jerry Murrell, M.D. /s/ Merlin Kirby, M.D.
- -------------------------- ----------------------
H. Jerry Murrell, M.D. Merlin Kirby, M.D.
Date: May 12, 1996 Date: May 12, 1996
ACCEPTED & AGREED:
/s/ John A. Crouch, M.D. PRIOR ASSIGNEE:
- ------------------------
John A. Crouch, M.D.
Date: May 12, 1996 /s/ Jerry D. Kennett, M.D.
--------------------------
Jerry D. Kennett, M.D.
Date: May 12, 1996
-5-
