SCHEDULE 14C INFORMATION
Information Statement
Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2)
[X] Definitive Information Statement
The Standish Care Company
(Name of Registrant as specified in its charter)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
As filed with the Securities and Exchange Commission on September 20, 1996
Registration No. 333-5364
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
THE STANDISH CARE COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 8316 04-3069586
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
197 First Avenue
Needham, Massachusetts 02194
(617) 433-1000
(Address, including zip code, and telephone number, including
area code of Registrant's principal executive offices)
---------------------------
Michael J. Doyle
The Standish Care Company
197 First Avenue
Needham, Massachusetts 02194
(617) 433-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copies of communications to:
David A. Garbus, Esquire
Robinson & Cole
One Boston Place
Boston, MA 02108
(617) 557-5900
---------------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement and upon
consummation of the Merger as described herein.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
<PAGE>
THE STANDISH CARE COMPANY
197 FIRST AVENUE
NEEDHAM, MASSACHUSETTS 02194
September 23, 1996
Dear Stockholder:
The enclosed supplemental material is being provided to you in connection
with the Special Meeting of Stockholders of The Standish Care Company
("Standish") originally scheduled to be held on September 26, 1996 at Standish's
executive offices at 197 First Avenue, Needham, Massachusetts, starting at 10:00
a.m. local time. In order to give you an opportunity to review the enclosed
supplemental material, the Special Meeting will be adjourned until October 3,
1996, 10:00 a.m. local time at the same location.
Details of the matters to be voted on at the Special Meeting, including a
merger of subsidiaries of Standish with twelve corporations referred to as
Pre-Merger CareMatrix (the "Merger"), were described in the Proxy
Statement-Prospectus which was mailed to you on August 23, 1996. Capitalized
terms not defined in the supplemental material shall have the meanings
attributed to them in the Proxy Statement-Prospectus. If you require an
additional copy of the Proxy Statement-Prospectus, please call Kenneth M. Miles,
Chief Financial Officer of Standish, collect at (617) 433-1000.
The supplemental material being provided to you today concerns certain
actions which will be taken after the Merger, assuming the Merger is approved by
the Stockholders. These actions are: (i) the approval of an amendment to the
Restated Certificate of Incorporation changing Standish's name to "CareMatrix
Corporation"; and (ii) the approval of an amendment to the Restated Certificate
of Incorporation authorizing a 1-for-5 reverse split of the issued and
outstanding shares of Common Stock. PLEASE NOTE THAT WE ARE NOT ASKING YOU FOR
YOUR VOTE ON THESE MATTERS DISCUSSED IN THE ATTACHED INFORMATION STATEMENT AND
SUPPLEMENT TO PROXY STATEMENT.
The Board of Directors believes that these post-Merger actions are in the
best interests of the Company and the Stockholders. Because these actions cannot
be taken unless the Merger is approved by the Stockholders, and because these
matters can be approved post-Merger without obtaining your proxy to approve
them, the Board believes that you should be aware of these facts prior to
deciding whether to vote to approve the Merger. Accordingly, we have provided
you with this supplemental material to assist you in deciding whether to vote to
approve the Merger.
If you have already submitted a proxy (blue form) with respect to the
approval of the Merger and do not wish to change your vote, then you need do
nothing. If, however, you want to change your vote with respect to the approval
of the Merger, or if you have not already voted, please fill-in, sign, date and
return the enclosed proxy (green form) as promptly as possible in the
postage-paid envelope enclosed for that purpose. If you do find it possible to
attend the Special Meeting and wish to vote in person, you may withdraw your
proxy card at that time.
On behalf of the Board of Directors
Sincerely,
Michael J. Doyle
Chairman and Chief Executive Officer
<PAGE>
The Standish Care Company
197 First Avenue
Needham, Massachusetts 02194
617-433-1000
INFORMATION STATEMENT
AND
SUPPLEMENT TO PROXY STATEMENT
INTRODUCTION
This Information Statement and Supplement to Proxy Statement (the
"Information Statement") is being furnished pursuant to Sections 14(a) and 14(c)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the
holders (the "Stockholders") of the common stock, par value $.01 per share (the
"Common Stock"), and of the Series A Cumulative Convertible Preferred Stock,
$.01 par value per share ("Series A Preferred Stock"), of The Standish Care
Company, a Delaware company ("Standish"), in connection with (i) the approval of
an amendment to the Restated Certificate of Incorporation changing Standish's
name to "CareMatrix Corporation"; and (ii) the approval of an amendment to the
Restated Certificate of Incorporation authorizing a 1-for-5 reverse split of the
presently issued and outstanding shares of Common Stock (collectively referred
to herein as the "Amendments"). WE ARE NOT ASKING FOR YOUR VOTE AND YOU ARE
REQUESTED NOT TO SEND US A PROXY WITH RESPECT TO THE MATTERS DISCUSSED ABOVE.
It is anticipated that on October 4, 1996, subject to the approval
of the Merger at the meeting of Standish stockholders on October 3, 1996,
holders of a majority of the 53,697,366 shares of Common Stock then outstanding
will deliver written consents adopting the Amendments. Since the Amendments will
have been approved by the holders of the required majority of the Common Stock
and the Series A Preferred Stock issued and outstanding and taken together as a
class, your vote is not required and proxies on the matters discussed above are
not being solicited with this Information Statement.
Pursuant to Rule 14c-2 under the Exchange Act, the effective date of
the Amendments will not occur until a date at least twenty (20) days after the
date on which this Information Statement has been mailed to the Stockholders. It
is anticipated that the actions contemplated by this Information Statement will
be effected on or about the close of business on October 14, 1996.
Standish has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement is being sent to Stockholders of record
as of August 23, 1996. This Information Statement also serves as notice to
Stockholders of an action taken by less than unanimous written consent as
required by Section 228(d) of the Delaware General Corporation Law, as amended.
The date of this Information Statement is September 23, 1996.
This Information Statement is first being
sent to Stockholders on or about September 23, 1996.
1
<PAGE>
BACKGROUND
The Standish Care Company ("Standish") was incorporated in Delaware
in 1989. It is contemplated that, subject to a vote of Stockholders to be taken
at a meeting to be held on October 3, 1996, on October 4, 1996, twelve
wholly-owned subsidiaries of Standish will merge (the "Merger") into twelve
corporations owned primarily by Abraham D. Gosman, Andrew D. Gosman and Michael
M. Gosman, referred to herein as "Pre-Merger CareMatrix." The holders of the
common stock of Pre-Merger CareMatrix will receive approximately 92% of the
outstanding shares of Common Stock of Standish. For purposes of this Information
Statement, it is assumed that the Merger has occurred. All references to "the
Company," therefore, are to the entity surviving the Merger.
MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information concerning each of
the persons who will be directors or executive officers of the Company after the
Merger.
<TABLE>
<CAPTION>
Name Age Position
- --- ---- ---------
<S> <C> <C>
Abraham D. Gosman 67 Chairman of the Board; Director
Andrew D. Gosman 30 Vice Chairman; Executive Vice President; Director
Michael J. Doyle 38 Chief Executive Officer; Director
Robert M. Kaufman 47 President
Michael M. Gosman 33 Executive Vice President--Acquisition and Development;
Director
James M. Clary, III 35 Executive Vice President, General Counsel and Secretary
Joel A. Kanter 46 Executive Vice President
Harold E. Nash, III 43 Executive Vice President--Construction/Planning and Zoning
Marc H. Benson 40 Chief Operating Officer
Donald J. Amaral 44 Director
H. Loy Anderson, Jr. 53 Director
Rev. Bedros Baharian 80 Director
Stephen E. Ronai 60 Director
</TABLE>
2
<PAGE>
PRINCIPAL STOCKHOLDERS
Common Stock. The following table and the notes thereto set forth
information regarding the anticipated beneficial ownership of Common Stock of
the Company, as of October 4, 1996, by each Director and each Named Executive
Officer, by persons who beneficially own 5% or more of the outstanding shares of
Common Stock, and by all Directors and executive officers of the Company as a
group. The beneficial ownership information described and set forth below is
based on information furnished by the specified persons and is determined in
accordance with Rule 13d-3 under the Exchange Act. It does not constitute an
admission of beneficial ownership for any other purpose. The following
discussion does not contemplate the Reverse Split (as defined below).
<TABLE>
<CAPTION>
Common Stock
Name and Address of Beneficial Owner Beneficially Owned(1) Percentage(2)
- ----------------------------------- --------------------- -------------
<S> <C> <C>
Abraham D. Gosman................................... 42,446,539(3) 78.6%
777 South Flagler Drive
West Palm Beach, FL 33401
Andrew D. Gosman.................................... 17,111,833(4) 32.0%
197 First Avenue
Needham, MA 02194
Michael M. Gosman................................... 17,111,833(4) 32.0%
197 First Avenue
Needham, MA 02194
Michael J. Doyle.................................... 755,699(5) 1.4%
Kenneth M. Miles.................................... 304,500(6) *
Donald J. Amaral.................................... 0 0.0%
H. Loy Anderson, Jr................................. 0 0.0%
Rev. Bedros Baharian................................ 0 0.0%
Stephen E. Ronai.................................... 0 0.0%
All directors and executive officers as a group..... 46,702,238 85.5%
(13 persons including certain of the above-named
individuals)
</TABLE>
- --------------------
* Represents less than 1%.
(1) Includes shares which may be acquired within 60 days of October 4,
1996 pursuant to exercise or conversion of outstanding options, warrants
and convertible securities of the Company. The table does not show the
45,000 shares subject to options held by Michael J. Brenan or the 63,523
shares owned by Dr. C. Joel Glovsky, who are no longer officers or
directors of the Company. Their share ownership represents less than 1%
of the outstanding shares of Common Stock.
(2) The percentages shown are based on an anticipated 53,697,366 shares of
Common Stock as of October 4, 1996 outstanding 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 Exchange Act,
assuming exercise or conversion of outstanding options, warrants and
convertible securities of the Company held by such holder which are
3
<PAGE>
exercisable within 60 days of October 4, 1996, after application of
anti-dilution adjustments in respect of such holders.
(3) Consists of (a) 3,509,167 shares of Common Stock owned directly, (b)
38,600,833 shares of Common Stock held by Abraham D. Gosman as trustee
for the benefit of each of his sons, Andrew D. Gosman and Michael M.
Gosman, who are directors of the Company (as trustee, Abraham D. Gosman
has investment power with respect to all such shares and voting power
with respect to 21,489,000 of such shares), and (c) 336,538 shares of
Common Stock currently issuable upon conversion of the Series B Preferred
Stock at an initial conversion price of $4.16 per share, subject to
customary anti-dilution adjustments.
(4) 38,600,833 shares (71.8% of the outstanding shares) of Common Stock are
held in trust for Andrew and Michael Gosman by their father Abraham D.
Gosman who has sole investment power with respect to all of the shares
and sole voting power with respect to 21,489,000 of the shares. Andrew
and Michael Gosman have shared voting power with respect to 17,111,833
shares.
(5) Includes 45,339 shares held by Mr. Doyle's spouse and 13,560 shares held
by trusts for the benefit of each of Mr. Doyle's two minor children. Mr.
Doyle disclaims beneficial ownership of the shares held by his spouse and
by the two trusts. Also includes (a) 50,000 shares which may be acquired
within 60 days pursuant to options dated as of February 28, 1995, (b)
50,000 shares which may be acquired within 60 days pursuant to options
dated as of July 1, 1995 and (c) 500,000 shares which may acquired within
60 days pursuant to options dated as of June 28, 1996.
(6) Includes (a) 54,500 shares of Common Stock which may be acquired within
60 days pursuant to options dated as of February 27, 1993, November 12,
1993 and July 1, 1995 and (b) 250,000 shares which may be acquired within
60 days pursuant to options dated as of June 28, 1996.
Series A Preferred Stock. As of August 23, 1996, Robert A.
Schneider and Deltec Asset Mgmt. Corp. ("Deltec") beneficially owned 14,000 and
10,000 shares, respectively, representing 48.3% and 34.5% of the outstanding
shares, of the Company's Series A Preferred Stock. Mr. Schneider's address is 2
Broadway, New York, NY 10004. Deltec's address is 535 Madison Avenue, New York,
NY 10022.
Recent Developments. The Company has filed with the Securities and Exchange
Commission a Registration Statement on Form S-1 covering a proposed underwritten
public offering (the "Public Offering") of up to 35,937,500 shares of Common
Stock (7,187,500 shares post-Reverse Split), including 4,687,500 shares (937,500
shares post-Reverse Split) to cover over-allotments. The Company proposes to
sell 31,250,000 shares of Common Stock (6,250,000 shares post-Reverse Split) and
certain principal Stockholders of the Company may sell shares of Common Stock
upon exercise by the underwriters of their over-allotment option. Upon
completion of the Public Offering, the Company will have 85,580,000 shares of
Common Stock outstanding (17,116,000 shares post-Reverse Split). Non-affiliates
of the Company as of the date hereof own approximately 4,000,000 shares which
will represent approximately 7.4% of the outstanding shares immediately
following the Merger and approximately 4.7% of the outstanding shares following
the Public Offering. These percentages will not be effected by the Reverse
Split.
Following the Merger, options to purchase approximately 2,300,000 shares of
Common Stock (pre-Reverse Split) will be issued to employees of Pre-Merger
CareMatrix who become employees of the Company in exchange for options granted
to them in 1996 by Pre-Merger CareMatrix. Such options have an exercise price of
approximately $2.95 per share. None of such options is exercisable prior to
December 31, 1996.
4
<PAGE>
CHANGE OF CORPORATE NAME
Proposed Amendment
On October 4, 1996, the Board of Directors will direct that there be
submitted to the Stockholders a proposed amendment to the Restated Certificate
of Incorporation to provide for a change of the name of the Company from "The
Standish Care Company" to "CareMatrix Corporation". It is anticipated that on
October 4, 1996, holders of a majority of the shares of Common Stock
outstanding will deliver written consents to the Company adopting the name
change.
REVERSE SPLIT OF ISSUED AND OUTSTANDING SHARES OF COMMON STOCK
General
On October 4, 1996, the Board of Directors of the Company will direct
that there be submitted to the Stockholders a proposed 1-for-5 reverse split of
the then issued and outstanding shares of Common Stock (the "Reverse
Split"). It is anticipated that on October 4, 1996, holders of a majority of
the shares of Common Stock outstanding will deliver written consents to the
Company adopting the Reverse Split. The effect of the Reverse Split upon holders
of Common Stock will be that the total number of shares of the Company's Common
Stock held by each Stockholder immediately prior to the Reverse Split (the "Old
Shares") will be automatically converted into the number of whole shares of
Common Stock (the "New Shares") equal to the number of Old Shares owned divided
by 5, adjusted, as described below, for any fractional shares. Each
Stockholder's percentage ownership interest in the Company and proportional
voting power will remain unchanged, except for minor differences resulting from
adjustments for fractional shares. The rights and privileges of the holders of
shares of Common Stock will be substantially unaffected by the Reverse Split. No
certificates or scrip representing fractional shares of the Company's Common
Stock will be issued to Stockholders because of the Reverse Split. In lieu of
such fractional interest, a Stockholder will receive cash equal to the average
closing price of the Common Stock for the three trading days following the
Reverse Split Effective Date (as defined below) multiplied by the fractional
interest.
Purposes of the Proposed Reverse Split
The Reverse Split is desirable for several reasons. The Reverse Split
should enhance the acceptability of the Common Stock by the financial community
and investing public. The reduction in the number of issued and outstanding
shares of Common Stock caused by the Reverse Split is expected to increase the
per share market price of the Common Stock. The proposed Reverse Split will
likely result in a broader market for the Common Stock than that which currently
exists. A variety of brokerage house policies and practices tend to discourage
individual brokers within those firms from dealing with lower priced stocks.
Some of those policies and practices pertain to the payment of broker's
commissions and to time consuming procedures that function to make the handling
of lower priced stocks economically unattractive to brokers. In addition, the
structure of trading commissions also tends to have an adverse impact upon
holders of lower priced stock because the brokerage commission on a sale of
lower priced stock generally represents a higher percentage of the sales price
than the commission on a relatively higher priced issue. The proposed Reverse
Split should result in a price level for the Common Stock that will reduce, to
some extent, the effect of the above-referenced policies and practices of
brokerage firms and diminish the adverse impact of trading commissions on the
market for the Common Stock. The expected increased per share price level may
also encourage interest and trading in the Common Stock and possibly promote
greater liquidity for the Company's Stockholders, although such liquidity could
be adversely affected by the reduced number of shares of
5
<PAGE>
Common Stock outstanding after the Reverse Split Effective Date (as defined
below). Finally, the Reverse Split is expected to help the Company meet the
minimum listing requirements established by Nasdaq for all Nasdaq National
Market companies.
However, there can be no assurance that any or all of these effects will
occur, including, without limitation, that the market price per New Share of
Common Stock after the Reverse Split will be five times the market price per Old
Share of Common Stock before the Reverse Split, or that such price will either
exceed or remain in excess of the current market price. Further, there is no
assurance that the market for the Common Stock will be improved.
The Reverse Split may result in some Stockholders owning "odd-lots" of
less than 100 shares of Common Stock. Brokerage commissions and other costs of
transactions in odd-lots are generally somewhat higher than the costs of
transactions in "round-lots" of even multiples of 100 shares.
Stockholders have no right under Delaware law or under the Company's
Restated Certificate of Incorporation or By-Laws to dissent from the Reverse
Split or to dissent from the payment of cash in lieu of issuing fractional
shares.
Effective Date of the Reverse Split
The Reverse Split will be effected by means of filing an Amendment to the
Restated Certificate with the Delaware Secretary of State. The Amendment to the
Restated Certificate will be filed with the Delaware Secretary of State as
promptly as practicable and the Reverse Split will become effective as of 5:00
p.m., Eastern daylight time, on the date specified in such filing (the "Reverse
Split Effective Date"). Without any further action on the part of the Company or
the Stockholders, after the Reverse Split, the certificates representing Old
Shares will be deemed to represent one-fifth the number of New Shares, as
adjusted.
The Company has authorized capital stock of 75,000,000 shares of Common
Stock. The following table illustrates the principal effects of the proposed
Reverse Split and decrease in outstanding Common Stock assuming no additional
shares of Common Stock are issued prior to the Reverse Split Effective Date as a
result of the exercise of any options or warrants:
Shares of Prior to Proposed After Proposed
Common Stock Reverse Split Reverse Split
------------ ----------------- --------------
Authorized 75,000,000 75,000,000
Outstanding 53,697,366 10,739,473
6
<PAGE>
Changes Affecting Capital Stock
The Common Stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") and, as a result, the
Company is subject to the periodic reporting and other requirements of the
Exchange Act. The Reverse Split will not effect the registration of the Common
Stock under the Exchange Act. After the Reverse Split Effective Date, trades of
the New Shares will continue to be reported on The Nasdaq SmallCap Market under
the Company's symbol.
Exchange of Stock Certificates
As soon as practicable after the Reverse Split Effective Date, the
Company will send a letter of transmittal to each holder of record of Old Shares
of Common Stock outstanding on the Reverse Split Effective Date. The letter of
transmittal will contain instructions for the surrender of certificate(s)
representing such Old Shares to American Securities Transfer Incorporated, the
Company's exchange agent (the "Exchange Agent"). Upon proper completion and
execution of the letter of transmittal and return thereof to the Exchange Agent,
together with the certificate(s) representing Old Shares, a Stockholder will be
entitled to receive a certificate representing the number of New Shares of
Common Stock into which his Old Shares have been reclassified and changed as a
result of the Reverse Split and cash for any fractional share interest.
Stockholders should not submit any certificates until requested to do
so. No new certificate will be issued to a Stockholder until he has surrendered
his outstanding certificate(s) together with the properly completed and executed
letter of transmittal to the Exchange Agent.
Options, Warrants and Rights to Purchase
The Company has previously issued, and has outstanding, various
options, warrants and rights to purchase, including convertible preferred stock,
shares of Common Stock. In general, both the exercise price and the number of
shares subject to each such option, warrant or right will be affected by the
Reverse Split. The number of shares subject to such option, warrant or right
will be reduced by 80% and the exercise price of such option, warrant or right
will increase by approximately five times.
Federal Income Tax Consequences of the Reverse Split
The Company has not sought and will not seek an opinion of counsel or
a ruling from the Internal Revenue Service regarding the federal income tax
consequences of the Reverse Split. The Company, however, believes that because
the Reverse Split is not part of a plan to periodically increase a Stockholder's
proportionate interest in the assets or earnings and profits of the Company, the
Reverse Split will have the following federal income tax effects.
1. Except for cash received in lieu of fractional shares, a
Stockholder will not recognize gain or loss on the exchange and
in the aggregate, the Stockholder's basis in the New Shares will
equal his basis in the Old Shares.
2. A Stockholder's holding period for the New Shares will be the
same as the holding period of the Old Shares exchanged therefor.
3. The Reverse Split will constitute a reorganization within
the meaning of Section 368(a)(1)(E) of the Code and the
Company will not recognize any gain or loss as a result of
the Reverse Split.
7
<PAGE>
Miscellaneous
The Board of Directors may abandon the proposed Reverse Split at any
time before the filing of the Amendment to the Restated Certificate of
Incorporation and prior to the Reverse Split Effective Date if for any reason
the Board of Directors deems it advisable to abandon the proposal. The Board of
Directors may consider abandoning the proposed Reverse Split if it determines,
in its sole discretion, that the Reverse Split would adversely affect the
ability of the Company to raise capital or the liquidity of the Common Stock,
among other things. In addition, the Board of Directors may make any and all
changes to the Amendment to the Restated Certificate that it deems necessary to
file the Amendment to the Restated Certificate with the Delaware Secretary of
State and give effect to the Reverse Split.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on the 20th day of September 1996.
THE STANDISH CARE COMPANY
By: /s/ Michael J. Doyle
---------------------------
Michael J. Doyle
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ Michael J. Doyle Director, Chairman and
- ----------------------- Chief Executive Officer
Michael J. Doyle (Principal Executive Officer) September 20, 1996
/s/ Kenneth M. Miles Chief Financial Officer and
- ----------------------- Treasurer (Principal
Kenneth M. Miles Financial and Accounting September 20, 1996
Officer)
- -----------------------
John A. Carucci Director
*
- -----------------------
Marshall S. Sterman Director September 20, 1996
- -----------------------
Robert W. DeVore Director
* The undersigned, by signing his name hereto, does sign and execute this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 of The
Standish Care Company pursuant to Powers of Attorney executed by the above-named
Officers and Directors.
By: /s/ Michael J. Doyle
---------------------------
Michael J. Doyle
Attorney-in-Fact
