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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the period from inception (April 1, 1993) to December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
COMMISSION FILE NUMBER
1-10511
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
AMERICAN MEDICAL HOLDINGS, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
American Medical Holdings, Inc.
14001 N. Dallas Parkway
Dallas, Texas 75240
(214) 789-2220
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AMERICAN MEDICAL HOLDINGS, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1993
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AMERICAN MEDICAL HOLDINGS, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
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December 31, 1993
<TABLE>
<CAPTION>
Page
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<S> <C>
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . 1
Statement of Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Changes in Net Assets . . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Compensation Committee
of American Medical Holdings, Inc.
1993 Employee Stock Purchase Plan
In our opinion, the accompanying statement of net assets and the related
statement of changes in net assets present fairly, in all material respects, the
net assets of the American Medical Holdings, Inc. 1993 Employee Stock Purchase
Plan (the "Plan") at December 31, 1993, and the changes in its net assets for
the period from inception (April 1, 1993) to December 31, 1993, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Dallas, Texas
September 12, 1994
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AMERICAN MEDICAL HOLDINGS, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
ASSETS
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<S> <C>
American Medical Holdings, Inc., common stock at market value
(118,222 shares; $.01 par value; $1,268,192 at cost) $ 2,305,329
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Total Assets $ 2,305,329
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PARTICIPANTS' EQUITY
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Participants' equity at cost $ 1,268,192
Unrealized appreciation in fair value of investments 1,037,137
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Total Participants' Equity $ 2,305,329
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</TABLE>
The accompanying notes are an integral part
of these financial statements.
2
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AMERICAN MEDICAL HOLDINGS, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION (APRIL 1, 1993) TO DECEMBER 31, 1993
<TABLE>
<CAPTION>
<S> <C>
ADDITIONS
Employee contributions $1,393,225
Unrealized appreciation in fair value of investments 1,037,137
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Total additions 2,430,362
DEDUCTIONS
Employee withdrawals at cost 125,033
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NET INCREASE IN PARTICIPANTS' EQUITY 2,305,329
PARTICIPANTS' EQUITY, BEGINNING OF PERIOD 0
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PARTICIPANTS' EQUITY, END OF PERIOD $2,305,329
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</TABLE>
The accompanying notes are an integral part
of these financial statements.
3
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AMERICAN MEDICAL HOLDINGS, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The American Medical Holdings, Inc. 1993 Employee Stock Purchase Plan (the
"Plan") was established effective April 1, 1993 to promote the interests of
American Medical Holdings, Inc. and its subsidiaries (collectively, the
"Company") by providing eligible employees of the Company with additional
incentive to continue their employment and to increase efforts to promote the
Company. The Plan provides eligible employees with the opportunity to
purchase shares of the Company's common stock through payroll deductions at
prices which are less than the current market price. As of December 31,
1993, 2,300,000 shares of the Company's $.01 par value common stock are
reserved for issuance under the Plan. The Compensation Committee of the
Company's board of directors is the Plan's administrator (the
"Administrator"). The Administrator has appointed Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") as the plan trustee to keep
record of, among other things, individual participant accounts. Reference
should be made to the Plan for more complete information.
Substantially all full time employees of the Company are eligible to
participate in the Plan if such employee has been employed by the Company for
the entire three consecutive months immediately preceding the beginning of a
calendar quarter (the "Plan Quarter"). Participants may enroll in the Plan
or change their payroll deductions quarterly. Participants are allowed to
authorize payroll deductions in an amount not less than 1% and not more than
10% of their gross weekly earnings. No employee may acquire common stock
under the Plan if such acquisition would result in ownership of 5% or more of
the total combined voting power or value of all classes of stock of the
Company.
Payroll deductions are credited to the contribution account of each
participant. At the end of each Plan Quarter, the amount in each
participant's contribution account is applied to purchase whole shares of the
Company's common stock. The purchase price per share of common stock for
each Plan Quarter is equal to the lesser of 85% of the closing market price
on the first or the last day of the Plan Quarter. Common stock purchased by
each participant is considered to be issued and outstanding as of the close
of business on the last day of business of each Plan Quarter. Stock
certificates for such shares will be registered in the name of and held by
the plan trustee. Upon direction by a participant, the plan trustee will
sell the whole shares of common stock credited to the participant's account
and deliver such proceeds, net of sales commission, to the participants.
The entire cash balance in a participant's contribution account will be
refunded, without interest and less any taxes required to be withheld, upon a
participants termination of employment or participation in the Plan. In the
event a participant becomes permanently disabled, dies or retires during a
Plan Quarter, the disabled or retired participant or the executor of the
deceased participant's estate may elect to withdraw the cash balance in the
participant's contribution account. If no election to withdraw is made, the
cash balance in such participant's contribution account at the time of death,
retirement or permanent disability will be used to purchase shares of the
Company's common stock in accordance with the terms of the Plan.
4
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AMERICAN MEDICAL HOLDINGS, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Company may terminate the Plan as of the beginning of any Plan Quarter.
Upon termination of the Plan, the cash balance in each participant's
contribution account will be promptly refunded, without interest and less
any taxes required to be withheld.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on the accrual basis.
Investments are valued at quoted market value. The Company pays all of the
Plan's administrative expenses.
At December 31, 1993, American Medical Holdings, Inc., common stock at market
as shown on the accompanying statement of net assets includes 35,998 shares
issuable by the Company based on participant contributions for the Plan
Quarter then ended. Such shares were issued on January 11, 1994.
3. INCOME TAX STATUS
Management believes the Plan qualifies as an employee stock purchase plan
under Section 423 of the Internal Revenue Code.
Participants are liable for income taxes on withdrawals from the Plan in
accordance with the Internal Revenue Code. Participants tax liability is
more fully described in the American Medical Holdings, Inc. 1993 Employee
Stock Purchase Plan Prospectus.
5
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SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
Compensation Committee of the Company has duly caused this Annual Report to be
signed on its behalf by the undersigned thereunto duly authorized.
American Medical Holdings, Inc.
1993 Employee Stock Purchase Plan
DAN W. LUFKIN
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Dan W. Lufkin
Compensation Committee
HARRY J. GRAY
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Harry J. Gray
Compensation Committee
MELVYN N. KLEIN
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Melvyn N. Klein
Compensation Committee
WILLIAM E. MAYER
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William E. Mayer
Compensation Committee
September 12, 1994
6
