<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
LIFEMARK CORPORATION
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
561906 10 8
(CUSIP Number)
Michael J. Kennedy
Lifemark Corporation
7600 North 16th Street
Suite 150
Phoenix, Arizona 85020
(602) 331-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE> 2
CUSIP No. 561906 10 8 13D
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS/S. S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Richard C. Jelinek
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not Applicable
a (_)
b (_)
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS:
PF
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): (_)
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
_______________________________________________________________________________
7 SOLE VOTING POWER:
NUMBER OF
673,348
SHARES ___________________________________________________________
8 SHARED VOTING POWER:
BENEFICIALLY
157,922
OWNED BY ___________________________________________________________
9 SOLE DISPOSITIVE POWER:
EACH
673,348
REPORTING ___________________________________________________________
10 SHARED DISPOSITIVE POWER:
PERSON
WITH:
157,922
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
831,270
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
(_)
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.1%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON:
IN
_______________________________________________________________________________
<PAGE> 3
This Amendment No. 3 relates to a statement on Schedule 13D originally
filed on September 3, 1991 (the original "Statement"), as amended by Amendment
Nos. 1 and 2 thereto. This Amendment is being filed electronically via the
Securities and Exchange Commission's EDGAR system. Pursuant to the applicable
EDGAR rules, this Amendment restates the information contained in the original
Statement, as amended by Amendment Nos. 1 and 2 and this Amendment No. 3.
ITEM 1. Security and Issuer
This statement relates to the common stock, $.01 par value (the "Common
Stock"), of Lifemark Corporation, a Delaware corporation (the "Company"), which
has its principal executive offices at 7600 North 16th Street, Suite 150,
Phoenix, Arizona 85020.
ITEM 2. Identity and Background
(a): Mr. Jelinek filed the original Statement on Schedule 13D dated
September 3, 1991 as an individual. Mr. Jelinek filed Amendment No. 1 to the
original Statement dated January 25, 1996, together with certain other persons,
including William G. Brown, Jon E.M. Jacoby, Risa Lavizzo-Mourey, Walter J.
McNerney, Gail L. Warden, James M. Alland, and Susan P. Dowell (together with
Mr. Jelinek, the "Filing Persons"). Appendix A contains biographical information
concerning the Filing Persons as of the date of filing Amendment No. 1 to the
original Statement and is incorporated herein by reference. As a result of the
termination of the Stockholders' Agreement as described in Item 4, none of the
Filing Persons were a part of a group with respect to the Company at the time of
the filing of Amendment No. 2 to the original Statement. Thus, only Mr. Jelinek
filed Amendment No. 2, only Mr. Jelinek is filing this Amendment No. 3, and only
Mr. Jelinek will continue to file amendments with respect to the original
Statement on Schedule 13D.
(b) and (c): Mr. Jelinek's business address is c/o Lifemark Corporation,
7600 North 16th Street, Suite 150, Phoenix, Arizona 85020. His principal
occupation is as Chairman of the Board and Chief Executive Officer of the
Company.
(d) and (e): During the last five years, Mr. Jelinek has not been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any 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.
(f): Mr. Jelinek is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration
The shares of the Common Stock reported in this statement were purchased
with the personal funds of Mr. Jelinek.
ITEM 4. Purpose of Transaction
On January 25, 1996, Mr. Jelinek and each of the other Filing Persons
entered into a Stockholders' Voting Agreement (the "Stockholders' Agreement")
with certain shareholders of Managed Care Solutions, Inc., an Arizona
corporation ("MCS"), Ventana Health Systems, Inc., an Arizona corporation
("Ventana"), and Arizona Health Concepts, Inc., an Arizona corporation ("AHC"
and, together with MCS and Ventana, the "MCS Companies"). In the Stockholders'
Agreement, each of the Filing Persons
<PAGE> 4
agreed to vote the shares of Common Stock owned by such person in favor of
approval of the Agreement and Plan of Merger dated November 20, 1995 (the "1996
Merger Agreement") among the Company, the MCS Companies, and three wholly owned
subsidiaries of the Company (the "Subsidiaries"). The Stockholders' Agreement
also provided, among other things, that the Filing Persons would not grant any
proxies or dispose of their shares of Common Stock during the term of the
Stockholders' Agreement. The Stockholders' Agreement terminated upon the earlier
of the termination of the 1996 Merger Agreement or the consummation of the
mergers contemplated thereby. The foregoing description of certain terms of the
Stockholders' Agreement is qualified in its entirety by reference to the
Stockholders' Agreement, a copy of which is Exhibit 2 to this Amendment and
incorporated herein by reference.
Prior to the filing of Amendment No. 1 to the original Statement, the
Company had announced a spinoff transaction pursuant to which the managed care
business of the Company was separated from the Company's software business. The
transaction was effected through a distribution (the "Distribution") to Company
stockholders on a pro rata, share for share basis of all of the outstanding
shares of a new company to be named Medicus Systems Corporation to which the
Company transferred all of its assets and liabilities and ongoing businesses
other than those related to its managed care business. Immediately after the
Distribution, the Company, which then consisted only of the managed care
business, was renamed MCM Managed Care, Inc. ("MCM") and the outstanding shares
of MCM were reclassified in a one-for-three reverse stock split in which each
three shares of Common Stock outstanding prior to the Distribution became one
share of common stock, $.01 par value per share, of MCM ("MCM Common Stock")
after the Distribution.
The 1996 Merger Agreement provided for the mergers (the "1996 Mergers"),
after completion of the Distribution, of the Subsidiaries into the MCS
Companies, with the MCS Companies becoming wholly owned subsidiaries of MCM. In
the 1996 Mergers, shareholders of the MCS Companies received shares of MCM
Common Stock representing, in the aggregate, 51% of the MCM Common Stock
outstanding immediately after consummation of the 1996 Mergers. As a result of
the ownership by Mr. Jelinek (described below) of 6.85 shares of the Company's
Voting Preferred Stock, the shares of MCM Common Stock received by shareholders
of the MCS Companies represented 49.9% of the voting power with respect to MCM
after the 1996 Mergers.
Pursuant to the 1996 Merger Agreement, two directors of the Company
resigned and the size of the board of directors was increased to eight. Upon
consummation of the 1996 Mergers, Blaine Bergeson, James Burns, John
Lingenfelter and Henry Kaldenbaugh (directors and shareholders of the MCS
Companies) were elected as directors of MCM; Walter J. McNerney, previously a
director of the Company, served as Chairperson of the Board of Directors of MCM;
and Blaine Bergeson and James Burns entered into employment agreements pursuant
to which Mr. Bergeson became President and Chief Executive Officer of MCM, and
Mr. Burns became Vice Chairman of MCM. The Company's name was changed from MCM
to Managed Care Solutions, Inc. upon consummation of the 1996 Mergers.
The Distribution and reverse stock split, and the 1996 Mergers, were all
approved at the Company's annual meeting of stockholders on February 27, 1996,
and consummated prior to the opening of business on March 1, 1996. As a result,
the Stockholders' Agreement terminated on that date.
The foregoing description of certain terms of the 1996 Merger Agreement
is qualified in its entirety by reference to the 1996 Merger Agreement, which is
Exhibit 1 to this Amendment and is incorporated herein by reference.
On November 21, 1995, Mr. Jelinek purchased 6.85 shares of Voting
Preferred Stock through the partial exercise of an outstanding option to
purchase all of the 500 authorized shares of the Company's Voting Preferred
Stock. At the time of the
<PAGE> 5
filing of Amendment No. 1, the 6.85 shares held by Mr. Jelinek were entitled to
an aggregate of 301,400 votes.
On July 12, 1999, the Company's name was changed from Managed Care
Solutions, Inc. to Lifemark Corporation.
On October 10, 2000, the respective Boards of Directors of UnitedHealth
Group Incorporated ("Parent" or "UnitedHealth Group"), Leo Acquisition Corp., a
wholly-owned subsidiary of Parent ("Merger Sub") and the Company entered into an
Agreement and Plan of Merger (the "2000 Merger Agreement"), whereby Merger Sub
will be merged with and into the Company (the "2000 Merger"). At the time the
2000 Merger becomes effective (the "Effective Time"), each share of the
Company's Common Stock (other than shares owned by the Company as treasury stock
and stock owned by the Parent or any wholly owned subsidiary of Parent or the
Company) will be canceled and extinguished and converted automatically into the
right to receive that number of shares of common stock of the Parent equal to
the "Per Share Price" divided by the "Parent Average Price".
(i) The term "Per Share Price" means:
(A) If the Parent Average Price is $95.00 or more, $10.55;
(B) If the Parent Average Price is $88.00 or less, $10.08;
and
(C) If the Parent Average Price is more than $88.00 and
less than $95.00, the sum of $10.08 plus the product of
Parent Average Price - $88.00
$0.47 X ( _______________________________________ )
$7.00
(ii) The term "Parent Average Price" means the average closing
price per share of Parent Common Stock on the New York Stock Exchange
for the ten consecutive trading days ending with and including the
second business day preceding the date of the closing of the
transactions contemplated by the 2000 Merger Agreement; provided, that
if the amount so calculated is more than $113.00, the term "Parent
Average Price" shall mean $113.00.
Notwithstanding the above, if the Parent Average Price is $88.00 or
less, Parent may elect that each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time (other than shares owned by
the Company as treasury stock, stock owned by the Parent or any wholly owned
subsidiary of Parent or the Company and shares held by a holder who has not
voted in favor of the 2000 Merger or consented thereto in writing and who has
demanded properly in writing appraisal for such shares in accordance with
Delaware General Corporate Law) will be canceled and extinguished and be
converted automatically into the right to receive from Parent an amount of cash
equal to the Per Share Price.
IN CONNECTION WITH THE 2000 MERGER, UNITEDHEALTH GROUP WILL FILE A
REGISTRATION STATEMENT ON FORM S-4 AND OTHER RELEVANT DOCUMENTS WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THE COMPANY WILL FILE WITH
THE SEC A PROXY STATEMENT CONTAINING INFORMATION ABOUT THE 2000 MERGER.
INVESTORS AND STOCKHOLDERS OF THE COMPANY WILL BE ABLE TO OBTAIN FREE COPIES OF
THESE DOCUMENTS THROUGH THE WEBSITE MAINTAINED BY THE SEC AT http:/www.sec.gov.
INVESTORS AND STOCKHOLDERS OF THE COMPANY WILL ALSO BE ABLE TO OBTAIN COPIES OF
THE DOCUMENTS FILED BY UNITEDHEALTH GROUP FREE OF CHARGE FROM UNITEDHEALTH GROUP
BY MAILING A REQUEST TO UNITEDHEALTH GROUP INCORPORATED, INVESTOR RELATIONS,
UNITEDHEALTH GROUP CENTER, 9900 BREN ROAD EAST, MINNETONKA, MINNESOTA 55343,
TELEPHONE: (952) 936-1300. THE PROXY
<PAGE> 6
STATEMENT/PROSPECTUS WILL ALSO BE AVAILABLE TO INVESTORS AND STOCKHOLDERS FREE
OF CHARGE FROM THE COMPANY BY MAILING A REQUEST TO LIFEMARK CORPORATION,
INVESTOR RELATIONS, 7600 NORTH 16TH STREET, SUITE 150, PHOENIX, ARIZONA 85020,
TELEPHONE: (602) 331-5150.
On October 10, 2000, Mr. Jelinek entered into a Voting Agreement (the
"Voting Agreement") by and among Parent and certain shareholders of the Company.
In the Voting Agreement, Mr. Jelinek agreed to vote the shares of Company Common
Stock owned by him (whether held directly or beneficially) in favor of approval
of the 2000 Merger Agreement and the other transactions contemplated by the 2000
Merger Agreement and all other actions necessary or desirable for the
consummation of the 2000 Merger. The Voting Agreement also provides, among other
things, that Mr. Jelinek will not vote any shares owned by him (whether held
directly or beneficially) in favor of the approval of any (i) acquisition
proposal, (ii) reorganization, recapitalization, liquidation or winding up of
the Company or any other extraordinary transaction, (iii) corporate action that
would frustrate the purposes or prevent or delay the consummation, of the
transactions contemplated by the 2000 Merger Agreement; or (iv) other matters
related to or connected with the foregoing matters.
During the term of the Voting Agreement, Mr. Jelinek further agrees to
revoke all previous proxies granted with respect to the shares of Company Common
Stock he holds; and he grants an irrevocable proxy appointing Parent and each of
its designees as his attorney-in-fact and proxy, with full power of
substitution, for and in his name, to vote, express, consent or dissent, or
otherwise use such voting power in the manner contemplated above. The Voting
Agreement terminates upon the earlier of the termination of the 2000 Merger
Agreement or the Effective Time. The foregoing description of certain terms of
the Voting Agreement is qualified in its entirety by reference to the Voting
Agreement, a copy of which is included as Exhibit 3 to this Amendment and is
incorporated herein by reference.
The shares of Common Stock reported in this statement are held for
investment purposes. Depending on trading prices of the Common Stock and upon
Mr. Jelinek's personal financial position and goals from time to time, Mr.
Jelinek may, subject to any applicable statutory or other limitations, purchase
additional shares of Common Stock or dispose of shares of Common Stock in the
open market, in privately negotiated transactions, or otherwise. Mr. Jelinek
retains the right to evaluate his position in the future and change his intent
with respect to any future actions.
Other than as described above, Mr. Jelinek has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a)-(j)
of Schedule 13D (although he reserves the right to develop such plans).
ITEM 5. Interest in Securities of the Issuer
(a) and (b): As of the date of the filing of the original Statement, Mr.
Jelinek was the beneficial owner, and had the sole power to vote and dispose of,
2,724,006 shares of Common Stock.
As of the date of the filing of Amendment No. 1 to the original
Statement, each of the Filing Persons were the beneficial owners of, and had the
sole power to vote and dispose of (other than shares then subject to exercisable
options), the number of shares set forth opposite their name below. Each Filing
Person disclaimed beneficial ownership of the shares of Common Stock reported as
beneficially owned by the other Filing Persons.
<PAGE> 7
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED PERCENT OF COMMON STOCK
<S> <C> <C>
Richard C. Jelinek 1,995,950 31.2%
(1)(2)(3)
James M. Alland (2) 55,000 0.9%
William G. Brown(2) 117,260 1.8%
Susan P. Dowell(2) 108,000 1.7%
Jon E.M. Jacoby(2) 66,250 1.0%
Risa Lavizzo-Mourey(2) 8,750 0.1%
Walter J. McNerney(2) 111,878 1.7%
Gail L. Warden(2) 108,250 1.7%
</TABLE>
(1) Includes 100,000 shares owned by Mr. Jelinek's wife.
(2) Includes 1,250 shares covered by options held by each of Mr.
Jelinek, Mr. Brown, Mr. Jacoby, Mr. McNerney and Mr. Warden, and 8,750,
55,000, and 20,000 covered by options held by Dr. Lavizzo-Mourey,
Mr. Alland and Ms. Dowell, which were exercisable within sixty days. At
the time of filing Amendment No. 1, such persons disclaimed beneficial
ownership of such shares.
(3) Mr. Jelinek also owned 6.85 shares of the Company's Voting
Preferred Stock, with such shares representing an aggregate of 301,400
votes (or approximately 4.5% of the outstanding voting power with
respect to the Company.)
As of the date of the filing of Amendment No. 2 to the original
Statement, each of the Filing Persons were the beneficial owners of, and had the
sole power to vote and dispose of (other than shares then subject to exercisable
options), the number of shares set forth opposite their name below. Each Filing
Person disclaimed beneficial ownership of the shares of Common Stock reported as
beneficially owned by the other Filing Persons.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED PERCENT OF COMMON STOCK
<S> <C> <C>
Richard C. Jelinek 664,900 15.2%
(1)(2)
James M. Alland 0 0.0%
William G. Brown 38,670 0.9%
Susan P. Dowell 29,333 0.7%
Jon E.M. Jacoby 21,666 0.5%
Risa Lavizzo-Mourey 0 0.0%
Walter J. McNerney 36,876 0.8%
Gail L. Warden 35,666 0.8%
</TABLE>
<PAGE> 8
(1) Includes 33,333 shares owned by Mr. Jelinek's wife.
(2) Mr. Jelinek also owned 6.85 shares of the Company's Voting
Preferred Stock, with such shares representing an aggregate of 100,469
votes (or approximately 2.2% of the outstanding voting power with
respect to the Company.)
As of the date of the filing of this Amendment No. 3, Mr. Jelinek was
the beneficial owner of 831,270 shares of Common Stock, with (i) the sole power
to vote and dispose of 673,348 shares of Common Stock, and (ii) the shared power
to vote and dispose of 157,922 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The description of the Voting Agreement set forth under Item 4 of this
Amendment is incorporated herein by reference.
Except as set forth above, Mr. Jelinek does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. Material to Be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
No.
---
<S> <C>
1 1996 Merger Agreement, dated November 20, 1995 among the
Company, the Subsidiaries and the MCS Companies
(incorporated by reference to Exhibit 2 to the Company's
Registration Statement No. 333-558 on Form S-4)
2 Stockholders Voting Agreement dated January 25, 1996 by and
among Richard C. Jelinek, William G. Brown, James M. Alland,
Susan P. Dowell, Jon E.M. Jacoby, Risa Lavizzo-Mourey,
Walter J. McNerney, Gail L. Warden, John Lingenfelter,
M.D., Henry Kaldenbaugh, M.D., Mrs. Geralde Curtis, James A.
Burns, Blaine Bergeson and Patrick A. Brennan (incorporated
by reference to Exhibit 2 to the original Statement)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
No.
---
<S> <C>
3 Voting Agreement, dated October 10, 2000, among Parent, Mr.
Jelinek and certain other shareholders of the Company
</TABLE>
<PAGE> 10
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Dated: October 19, 2000
/s/ Richard C. Jelinek
----------------------------
Richard C. Jelinek
<PAGE> 11
APPENDIX A
Biographical information concerning the Filing Persons (as of January
25, 1996) is presented below.
Richard C. Jelinek, age 58, Chairman of the Board and Chief Executive
Officer of the Company, was co-founder of the predecessor of the Company in 1969
and has served as Chief Executive Officer of the Company since its incorporation
in December 1984. From 1983 to 1985 he was also Chairman of the Board and Chief
Executive Officer of Mediflex Systems Corporation. Prior to founding the
predecessor of the Company, Mr. Jelinek was Associate Professor of Industrial
Engineering and Hospital Administration and Director, Systems Engineering Group,
Bureau of Hospital Administration at The University of Michigan. He has a Ph.D.
in Industrial Engineering from The University of Michigan. Mr. Jelinek also
serves as a director of Spectra Medical Systems, Inc. He has been a director of
the Company since its incorporation in 1984.
William G. Brown, age 53, is a partner of Bell, Boyd & Lloyd, Chicago,
Illinois, counsel to the Company, and has been Secretary and a director of the
Company since its incorporation in December 1984. Mr. Brown is also a director
of The L.E. Myers Co. Group, Dovenmuehle Mortgage, Inc. and CFC International,
Inc.
Jon E.M. Jacoby, age 57, is Executive Vice President, Chief Financial
Officer and member of the Board of Directors of Stephens Group, Inc. Mr. Jacoby
is also a director of American Classic Voyages Co., St. Vincent Infirmary
Medical Center, SD Leasing, Inc., Southwestern Life Corporation, Pine Bluff
Warehouse Company, Systematics, Inc. and Beverly Enterprises, Inc. He was first
elected a director of the Company in 1991.
Risa Lavizzo-Mourey, age 41 is the Class of 1970 Associate Professor of
Medicine and Health Care Systems at the University of Pennsylvania and a board
certified Internist and Geriatrician. Dr. Lavizzo-Mourey earned her medical
degree at Harvard Medical School followed by a Masters of Business
Administration at the University of Pennsylvania's Wharton School. After
completing a residency in internal medicine at Brigham and Women's Hospital in
Boston, Massachusetts, she was a Robert Wood Johnson Clinical Scholar at the
University of Pennsylvania. She also held faculty appointments at the Harvard
Medical School and Temple University Medical School. Dr. Lavizzo-Mourey has
served on numerous Federal advisory committees, including the White House Task
Force on Health Care Reform where she co-chaired the Working Group on Quality of
Care. She continues to be a consultant to the White House on Health Care Policy.
Ms. Lavizzo-Mourey joined the Company Board in April 1994.
Walter J. McNerney, age 69, is the Herman Smith Professor of Health
Policy at the J.L. Kellogg Graduate School of Management, Northwestern
University and Chairman of Walter J. McNerney and Associates. From 1978 to 1981,
Mr. McNerney was national President of the Blue Cross and Blue Shield
Association. Mr. McNerney is Chairman of the Board of McNerney Heintz, Inc. He
is also Chairman of the Board of American Health Properties, Inc., and a
director of Hanger Orthopaedic Group, Inc., The Hospital Fund, Inc., Hospital
Research and Education Trust, Institute for the Future, Institute of Physician
Management Relations, National Executive Service Corps., Nellcor Corp.,
Osteotech Inc., The Stanley Works, Inc., Value Health, Inc. and Ventritex. He
was first elected a director of the Company in 1985.
Gail L. Warden, age 57, is President and Chief Executive officer of
Henry Ford Health System, Detroit, Michigan. Mr. Warden is Chairman and Board
Member of the American Hospital Association Board of Trustees and a member of
the Governing
<PAGE> 12
Council of the Institute of Medicine of the National Academy of Sciences. Mr.
Warden is also a director of Comerica Bank Midwest of Detroit, Mental Health
Management and American Healthcare Systems. In addition, Mr. Warden is Chairman
of the Michigan Medicaid Funding Task Force, Vice Chairman of the Matthew
Thorton Health Plan, and a member of the Association for Health Services
Research and the Pew Health Professions Commission. He is past Chairman of the
Board of Trustees of the National Committee for Quality Assurance. He was first
elected a director of the Company in 1988.
James M. Alland, Executive Vice President and Chief Operating Officer of
the Company, is responsible for Strategic Business Development, Marketing and
Sales. Most recently, Mr. Alland was Senior Vice President for Sales and
Marketing. Prior to joining the Company in April 1993, he served in successive
management positions with Enterprise Systems, Inc., serving as President from
1989 until he joined the Company.
Susan P. Dowell, Executive Vice President and Chief Operating Officer of
the Company, is responsible for Software Product Development, Implementation and
Support Services, Information Management Services, and Human and Operations
Resources. Most recently, Ms. Dowell was Senior Vice President responsible for
software products development and operations. Previously, she was Vice President
for the Clinical Data Systems business. She joined the Company in November 1986
and served successively as Senior Consultant and Product Manager. She first
became an officer of the Company in 1987. Prior to joining the Company in
November 1986, Ms. Dowell was Director of Patient Data Services at the
University of Washington. Ms. Dowell is past President of the American Health
Information Management Association (AHIMA).
<PAGE> 13
<TABLE>
<CAPTION>
Exhibit Description
No. -----------
-------
<S> <C>
1 1996 Merger Agreement, dated November 20, 1995 among the
Company, the Subsidiaries and the MCS Companies
(incorporated by reference to Exhibit 2 to the Company's
Registration Statement No. 333-558 on Form S-4)
2 Stockholders Voting Agreement dated January 25, 1996 by and
among Richard C. Jelinek, William G. Brown, James M. Alland,
Susan P. Dowell, Jon E.M. Jacoby, Risa Lavizzo-Mourey,
Walter J. McNerney, Gail L. Warden, John Lingenfelter,
M.D., Henry Kaldenbaugh, M.D., Mrs. Geralde Curtis, James A.
Burns, Blaine Bergeson and Patrick A. Brennen (incorporated
by reference to Exhibit 2 to the original Statement)
3 Voting Agreement, dated October 10, 2000, among Parent,
Mr. Jelinek and certain other shareholders of the Company
</TABLE>
