<PAGE> 1
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN HOMEPATIENT, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transactions
applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined)
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 24, 1996
TO THE STOCKHOLDERS OF AMERICAN HOMEPATIENT, INC.:
The Special Meeting of Stockholders of American HomePatient, Inc. (the
"Company") will be held at 1800 First American Center, 315 Deaderick Street,
Nashville, Tennessee 37238 on June 24, 1996, at 9:00 a.m. Central Daylight Time,
for the purposes of considering and voting upon the following matters:
1. To amend the Company's Certificate of Incorporation to increase the
number of shares of Common Stock authorized for issuance from 12,000,000
to 35,000,000 and the number of shares of Preferred Stock authorized for
issuance from 1,000,000 to 5,000,000;
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on May 17, 1996 will be
entitled to vote at the meeting.
The Company's Board of Directors urges all stockholders of record to
exercise their right to vote at the meeting personally or by proxy. Accordingly,
we are sending you the accompanying Proxy Statement and the enclosed proxy card.
Your attention is directed to the Proxy Statement accompanying this notice
for a statement regarding matters to be acted upon at the meeting.
By Order of the Board of Directors,
/s/ Mary Ellen Rodgers
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Mary Ellen Rodgers, Secretary
Brentwood, Tennessee
May 21, 1996
YOUR REPRESENTATION AT THE SPECIAL MEETING OF STOCKHOLDERS IS IMPORTANT. TO
ENSURE YOUR REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD. SHOULD YOU
DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS VOTED IN THE
MANNER PROVIDED IN THE ACCOMPANYING PROXY STATEMENT.
<PAGE> 3
AMERICAN HOMEPATIENT, INC.
MARYLAND FARMS OFFICE PARK
5200 MARYLAND WAY, SUITE 400
BRENTWOOD, TENNESSEE 37027-5018
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 24, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of American HomePatient, Inc. (the "Company")
to be used at the Special Meeting of Stockholders, and at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Special
Meeting of Stockholders. The Special Meeting will be held at 1800 First American
Center, 315 Deaderick Street, Nashville, Tennessee 37238 on Monday, June 24,
1996, at 9:00 a.m. Central Daylight Time. This Proxy Statement and the
accompanying form of proxy are being mailed to stockholders on or about May 21,
1996.
A stockholder who executes and returns the accompanying form of proxy may
revoke it at any time before it is voted by giving written notice of revocation
to the Secretary of the Company, by executing a proxy bearing a later date, or
by attending the Special Meeting of Stockholders and voting in person. Proxies
will be voted in accordance with instructions noted on the proxies. Unless
otherwise specifically instructed in the proxies, it is the intention of the
persons named in the proxy to vote all proxies received by them FOR THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES
OF COMMON STOCK AUTHORIZED FOR ISSUANCE FROM 12,000,000 TO 35,000,000 AND THE
NUMBER OF SHARES OF PREFERRED STOCK AUTHORIZED FOR ISSUANCE FROM 1,000,000 TO
5,000,000. Management does not know of any other matters which will be presented
for action at the Special Meeting of Stockholders. If any other matter does come
before the meeting, however, the persons appointed in the proxy will vote in
accordance with their best judgment on such matter.
The cost of this proxy solicitation will be borne by the Company. It is
contemplated that proxies will be solicited solely by mail. Banks, brokers and
other custodians will be requested to forward proxy soliciting materials to
their customers where appropriate, and the Company will reimburse such banks,
brokers and custodians for their reasonable out-of-pocket expenses in sending
the proxy materials to beneficial owners of the Company's shares.
SUMMARY OF MATTERS TO BE CONSIDERED
At the Special Meeting of Stockholders, the stockholders of the Company
will be asked to vote on the following matter: an amendment of the Company's
Certificate of Incorporation to increase the number of shares of Common Stock
authorized for issuance from 12,000,000 to 35,000,000 and the number of shares
of Preferred Stock authorized for issuance from 1,000,000 to 5,000,000.
VOTING
Stockholders of record as of May 17, 1996 will be entitled to vote at the
Special Meeting. At the close of business on that day, there were outstanding
7,816,473 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"). See "Stock Ownership of Directors, Executive Officers and
Principal Holders." Each share of Common Stock is entitled to one vote, which
may be given in person or by proxy authorized in writing. The Company has no
other classes of voting stock issued. The Company has the authority to issue
shares of preferred stock in one or more series, although no series of preferred
stock has been designated or issued.
To vote by proxy, a stockholder should complete, sign, date and return the
enclosed proxy to the Secretary of the Company. The Board of Directors urges you
to complete the proxy card whether or not you plan to attend the meeting. If you
attend the meeting in person, you may, if you wish, vote in person on all
matters brought before the meeting even if you have previously delivered your
proxy. Any stockholder who has given a proxy may revoke it at any time prior to
exercise by filing an instrument revoking it with the Secretary
<PAGE> 4
of the Company, by duly executing a proxy bearing a later date, or by attending
the meeting and voting in person. The mere presence at the meeting of a
stockholder who has appointed a proxy will not revoke the appointment.
All matters submitted to the stockholders will be approved by the
affirmative vote of a majority of shares of Common Stock outstanding and
entitled to vote at the Special Meeting. Abstentions and broker non-votes will
not be counted as affirmative votes, but will be counted for purposes of
determining the presence or absence of a quorum. Accordingly, abstentions and
broker non-votes will have the effect of negative votes.
STOCK OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND PRINCIPAL HOLDERS
The following table sets forth, as of May 17, 1996, the number and
percentage of shares of the Company's Common Stock owned by (i) all persons
known to the Company to be holders of 5% or more of such securities, (ii) each
director and nominee, (iii) each of the Company's executive officers, and (iv)
all directors and executive officers of the Company, as of May 17, 1996, as a
group. Unless otherwise indicated, all holdings are of record and beneficial.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE
BENEFICIALLY OF TOTAL
NAME OWNED(1) SHARES(2)
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<S> <C> <C>
Counsel Corporation(3)........................................ 3,165,750 40.5%
Two First Canadian Place, Suite 1300
Toronto, Ontario, Canada MX5 1E3
Nicholas Company, Inc.(4)..................................... 447,390 5.7
700 North Water Street
Milwaukee, Wisconsin 53202
Metropolitan Life Insurance Company(5)........................ 424,400 5.4
One Madison Avenue
New York, New York 10010
Edward K. Wissing(6).......................................... 155,237 1.9
Thomas E. Mills(7)............................................ 21,369 *
Mary Ellen Rodgers(8)......................................... 6,667 *
Allan C. Silber(3)(9)......................................... 102,000 1.3
Henry T. Blackstock(10)....................................... 7,000 *
Edward Sonshine(11)........................................... 2,000 *
Morris A. Perlis(12).......................................... 102,000 1.3
Thomas A. Dattilo(13)......................................... 17,000 *
Joseph F. Furlong, III(14).................................... 33,701 *
Mark Manner(15)............................................... 12,000 *
All directors and executive officers as a group(16) (10
persons).................................................... 458,974 5.6
</TABLE>
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* Indicates less than 1%
(1) Unless otherwise indicated, the persons or entities identified in this
table have sole voting and investment power with respect to all shares
shown as beneficially owned by them, subject to community property laws,
where applicable.
(2) The percentages shown are based on 7,816,473 shares of Common Stock
outstanding on May 17, 1996, plus, as to each individual and group listed,
the number of shares of Common Stock deemed to be owned by such holder
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, which
includes shares subject to stock options and warrants held by such holder
which are exercisable within sixty (60) days of May 17, 1996.
(3) Counsel Corporation, a Toronto, Ontario, Canada corporation ("Counsel")
owns 100% of Counsel Healthcare Assets Inc. ("CHA"), which owns 100% of
Counselcare Ltd. ("Limited"), which owns 100% of DCAmerica Inc. ("DCA"),
which owns 100% of AHOM Holdings, Inc. ("AHOM"), which
2
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directly beneficially owns the shares of Common Stock listed above.
Directors Silber, Sonshine and Perlis are directors of Counsel and CHA, and
directors Silber and Perlis are directors of Limited, DCA and AHOM.
Director Silber beneficially owns or controls approximately 25% of the
common stock of Counsel, a majority of which is pledged to a lender.
Directors Sonshine and Perlis own in the aggregate less than 5% of
Counsel's common stock. All of the directors listed in this footnote (3)
disclaim beneficial ownership of shares of Common Stock in their capacity
as directors of Counsel, CHA, Limited, DCA and Holding. Mr. Silber also
disclaims beneficial ownership of shares of Common Stock in his capacity as
a stockholder of Counsel.
(4) Information included was derived from a Schedule 13G filed jointly by
Nicholas Company, Inc. and Albert O. Nicholas claiming sole dispositive
power with respect to 447,390 shares for which Nicholas Company, Inc.
provides investment advisory services. Mr. Nicholas disclaims beneficial
ownership of such securities.
(5) Information included was derived from a Schedule 13G filed by Metropolitan
Life Insurance Company claiming sole voting and dispositive power with
respect to 424,400 shares, including 419,500 shares beneficially owned by
its subsidiary, State Street Research and Management Company, Inc., a
registered investment adviser.
(6) Includes 25,000, 25,000, 50,000, and 50,000 shares purchasable upon
exercise of options at $15.00, $23.75, $24.75, and $26.25 per share,
respectively, issued under the 1991 Nonqualified Stock Option Plan (the
"1991 Option Plan") and 2,000 shares purchasable upon exercise of options
at $29.50 issued under the 1995 Nonqualified Stock Option Plan for
Directors (the "1995 Director Plan").
(7) Includes 18,000 and 2,666 shares purchasable upon exercise of options at
$24.75 and $26.25 per share, respectively, issued under the 1991 Option
Plan.
(8) Includes 6,667 shares purchasable upon exercise of options at $33.75 per
share issued under the 1991 Option Plan.
(9) Includes 50,000 and 50,000 shares purchasable upon exercise of options at
$24.75 and $26.25 per share, respectively, issued under the 1991 Option
Plan and 2,000 shares purchasable upon exercise of options at $29.50 issued
under the 1995 Director Plan. Does not include shares of Common Stock
beneficially owned by Counsel. See note (3) above.
(10) Includes 5,000 shares purchasable upon exercise of options at $9.00 per
share issued under 1991 Option Plan and 2,000 shares purchasable upon
exercise of options at $29.50 issued under the 1995 Director Plan.
(11) Includes 2,000 shares purchasable upon exercise of options at $29.50 per
share issued under the 1995 Director Plan.
(12) Includes 50,000 and 50,000 shares purchasable upon exercise of options at
$24.75 and $26.25 per share, respectively, issued under the 1991 Option
Plan and 2,000 shares purchasable upon exercise of options at $29.50 issued
under the 1995 Director Plan.
(13) Includes 10,000 and 5,000 shares purchasable upon exercise of options at
$15.0625 and $24.75 per share, respectively, issued under the 1991 Option
Plan and 2,000 shares purchasable upon exercise of options at $29.50 issued
under the 1995 Director Plan.
(14) Includes 6,030 restricted shares and another 10,671 shares subject to a
stock purchase warrant at $11.00 per share in connection with consulting
services provided to the Company. Also includes 10,000 and 5,000 shares
purchasable upon exercise of options at $15.0625 and $24.75 per share,
respectively, issued under the 1991 Option Plan and 2,000 shares
purchasable upon exercise of options at $29.50 issued under the 1995
Director Plan.
(15) Includes 5,000 shares purchasable upon exercise of options at $31.00 issued
under the 1991 Option Plan and 5,000 and 2,000 shares purchasable upon
exercise of options at $31.00 and $29.50, respectively, issued under the
1995 Director Plan.
(16) Includes 417,332 and 21,000 shares purchasable upon exercise of options
issued under the 1991 Option Plan and the 1995 Director Plan, respectively,
and 10,671 shares purchasable upon exercise of a warrant.
3
<PAGE> 6
PROPOSAL 1:
AMENDMENT TO CERTIFICATE OF
INCORPORATION INCREASING SHARES
OF COMMON AND PREFERRED STOCK
On April 17, 1996, the Company's Board of Directors unanimously approved
the adoption of an amendment to the Company's Certificate of Incorporation (the
"Amendment") under which the number of authorized shares of the Company's Common
Stock would be increased from 12,000,000 to 35,000,000 and the number of
authorized shares to the Company's Preferred Stock would be increased from
1,000,000 to 5,000,000. The Board of Directors determined that the Amendment is
advisable and directed that the Amendment be considered at the Special Meeting
of Stockholders. A copy of the proposed Amendment is attached hereto as Exhibit
A.
The Company's Certificate of Incorporation currently authorizes 12,000,000
shares of $.01 par value Common Stock. The Certificate of Incorporation does not
provide for cumulative voting, and there are no preemptive or other subscription
rights, conversion rights, or redemption or sinking fund provisions with respect
to the Common Stock. If the Amendment is adopted, the Board of Directors of the
Company will be permitted to issue the authorized shares of Common Stock without
further stockholder approval, except to the extent otherwise required by law or
by a securities exchange or stock market on which the Common Stock is listed or
traded at the time. The Company's Common Stock is presently quoted on the Nasdaq
Stock Market. Additional shares of Common Stock for which authorization is
sought, when issued, would have the same rights and privileges as the shares of
Common Stock now outstanding.
The Company's Certificate of Incorporation authorizes 1,000,000 shares of
Preferred Stock which may be issued in one or more series. The Board of
Directors may fix by resolution, to the extent permitted by the Delaware General
Corporation Law, the terms and rights of each such series. If the Amendment is
adopted, the Board of Directors of the Company will be permitted to issue the
additional authorized shares without further stockholder approval, except to the
extent otherwise required by law. The Preferred Stock has not currently been
issued or designated, and none of the Preferred Stock is listed or traded on any
securities exchange or stock market.
As of May 17, 1996, there were 7,816,473 shares of Common Stock issued and
outstanding and an aggregate of 2,041,650 shares of Common Stock reserved for
issuance under the Company's stock option and stock purchase plans. Pursuant to
a Registration Statement on Form S-3 dated April 24, 1996 which was declared
effective on May 20, 1996, the Company and a selling stockholder intend to issue
and sell, in the aggregate, 2,200,000 shares of the Company's common stock. In
addition, the Company has announced a planned 3-for-2 stock split. The split is
to be effected by issuance of a one-half (1/2) share for each one share of
Common Stock owned by a stockholder as of the record date of June 28, 1996, and
is expected to be distributed to stockholders on or about July 12, 1996, subject
to approval of the Amendment.
The Board of Directors recommends the increase in authorized shares of
Common Stock and Preferred Stock in order to effectuate the announced stock
split and to enable the Company to have greater flexibility to issue additional
shares in connection with any future stock splits; dividends; equity financings;
business acquisitions; stock option, stock purchase and other employee benefit
plans; and general corporate purposes. Other than the announced stock split and
the Company's existing stock option and stock purchase plans, the Company has no
current plans, agreements or arrangements for the issuance of additional shares
of Common Stock or Preferred Stock.
The additional authorized shares of Common Stock and Preferred Stock will
be available for issuance at such times and for such proper corporate purposes
as the Board of Directors may approve. Depending upon the nature and terms
thereof, such transactions could enable the Board to render more difficult or
discourage an attempt by a third party to obtain control of the Company. For
example, the issuance of shares of Common Stock in a public or private sale
would increase the number of the Company's outstanding shares, thereby diluting
the interest of a party seeking to acquire control of the Company. Issuances of
additional shares or Common or Preferred Stock, depending upon their timing and
circumstances, may dilute earnings per share
4
<PAGE> 7
and decrease the book value per share of shares theretofore outstanding, and
each stockholder's percentage ownership of the Company may be proportionately
reduced.
A majority of the shares of Common Stock outstanding and entitled to vote
is required to amend the Company's Certificate of Incorporation. AHOM has
expressed its intention to vote all of its shares in favor of the proposed
amendment. THE BOARD OF DIRECTORS HAS APPROVED OF THE AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION AND RECOMMENDS THAT ALL STOCKHOLDERS VOTE IN FAVOR
OF THE AMENDMENT.
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS
Proposals of stockholders intended for consideration at the Company's 1997
Annual Meeting of Stockholders must be received by the Company's executive
offices at 5200 Maryland Way, Suite 400, Brentwood, Tennessee 37027-5018, no
later than December 14, 1996, if any such proposal is to be eligible for
inclusion in the Company's proxy materials for that meeting.
OTHER MATTERS
The management of the Company knows of no other matters to be brought
before the Special Meeting of Stockholders. If any other matter is duly
presented for action, it is the intention of the persons named in the enclosed
proxy to vote on such matter in accordance with their best judgment.
A copy of the Company's 1996 Annual Report to Stockholders has previously
been mailed to stockholders.
EACH STOCKHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY. IN THE EVENT A STOCKHOLDER DECIDES TO ATTEND THE MEETING, IT MAY, IF
IT WISHES, REVOKE ITS PROXY AND VOTE SUCH SHARES IN PERSON. IN ADDITION, A
STOCKHOLDER MAY REVOKE ITS PROXY AT ANYTIME BEFORE SUCH PROXY IS VOTED.
5
<PAGE> 8
EXHIBIT "A"
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
AMERICAN HOMEPATIENT, INC.
American HomePatient, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:
The amendment to the Corporation's Certificate of Incorporation set forth
in the following resolution approved by the Corporation's Board of Directors and
Stockholders was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Section 1 of Article Fourth in its entirety and
replacing therefor the following:
1. The total number of shares of stock which the Corporation shall
have the authority to issue is thirty five million (35,000,000) shares of
Common Stock having a par value of $0.01 per share, which shares shall not
be subject to any preemptive rights, and five million (5,000,000) shares of
preferred stock having a par value of $0.01 per share.
The foregoing amendment was adopted by the Corporation's Board of Directors
on April 17, 1996 and Stockholders on June 24, 1996.
This Certificate of Amendment is filed by authority of the duly elected
Board of Directors and Stockholders in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the
Corporation's authorized officers this day of June, 1996.
AMERICAN HOMEPATIENT, INC.
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Edward K. Wissing
President and Chief Executive Officer
ATTEST:
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Mary Ellen Rodgers, Secretary
6
<PAGE> 9
APPENDIX A
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PROXY AMERICAN HOMEPATIENT, INC. PROXY
SPECIAL MEETING OF STOCKHOLDERS, JUNE 24, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Edward K. Wissing and Mary Ellen
Rodgers, or either of them, as proxies, with power of substitution, to
vote all shares of the undersigned at the Special Meeting of the
Stockholders of American HomePatient, Inc., to be held on June 24,
1996, at 9:00 a.m. Central Daylight Time, at 1800 First American
Center, 315 Deaderick Street, Nashville, Tennessee, and at any
adjournments or postponements thereof, in accordance with the
following instructions:
(1) To approve an amendment to the Company's Certificate of
Incorporation to increase the number of shares of Common Stock
authorized for issuance from 12,000,000 to 35,000,000 and the
number of shares of Preferred Stock authorized for issuance from
1,000,000 to 5,000,000.
/ / FOR / / AGAINST / / ABSTAIN
(2) In their discretion, on such other matters as may properly come
before the meeting.
/ / FOR DISCRETION / / AGAINST DISCRETION / / ABSTAIN
(CONTINUED ON REVERSE SIDE)
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(CONTINUED FROM OTHER SIDE)
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR THE AMENDMENT TO
THE CERTIFICATE OF INCORPORATION, AND, IN THE DISCRETION OF THE
PROXIES, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY.
Dated: ,1996
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Dated: , 1996
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Signatures of stockholder(s)
should correspond exactly
with the name printed hereon.
Joint owners should each sign
personally. Executors,
administrators, trustees,
etc., should give full title
and authority.
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