SCHEDULE 14A INFORMATION
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
240.14a-12
MEDMARCO, INC.
d/b/a THC HOMECARE, INC.
.....................................................................
(Name of Registrant as Specified in Charter)
.....................................................................
(Name of Person(s) Filing Proxy Statement If Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $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)(4) and 0-11.
[ ] 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 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:
..............................................................
[ ] 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 For of 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>
THC HOMECARE, INC.
215 South State Street, Suite 535
Salt Lake City, Utah 84111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 25, 1996
To the Shareholders:
Notice is hereby given that the Annual Meeting of the Shareholders of
Medmarco, Inc., d/b/a THC HomeCare, Inc. (the "Company") will be held at the
offices of Forte Communications, 50 Broadway, Suite 2300, New York, N.Y.
10004, on Friday, October 25, 1996, at 10:00 a.m., local time, for the
following purposes, which are discussed in the following pages and which are
made part of this Notice:
1. To elect two directors, one each in Class 1 and Class 2 of the
Company's tiered Board of Directors, each director in Class 1 to serve for two
years and each director in Class 2 to serve for three years, until the annual
meeting of shareholders in such years, and until his or her successor is
elected and shall qualify;
2. To approve the change of the Company's corporate name and an amendment
to the Company's Articles of Incorporation effecting such change;
3. To approve the Board of Directors' selection of Arthur Andersen & Co.,
LLP, as the Company's independent public accountants; and
4. To consider and act upon any other matters that properly may come
before the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business on
September 16, 1996 as the record date for the determination of shareholders
having the right to notice of, and to vote at, the Annual Meeting of
Shareholders and any adjournment thereof. A list of such shareholders will be
available for examination by a shareholder for any purpose germane to the
meeting during ordinary business hours at the offices of the Company at 215
South State Street, Suite 535, Salt Lake City, Utah 84111, during the ten days
prior to the meeting.
You are requested to date, sign and return the enclosed proxy which is
solicited by the Board of Directors of the Company and will be voted as
indicated in the accompanying proxy statement and proxy. Your vote is
important. Please sign and date the enclosed Proxy and return it promptly in
the enclosed return envelope whether or not you expect to attend the meeting.
The giving of your proxy as requested hereby will not affect your right to
vote in person should you decide to attend the Annual Meeting. The return
envelope requires no postage if mailed in the United States. If mailed
elsewhere, foreign postage must be affixed. Your proxy is revocable at any
time before the meeting.
By Order of the Board of Directors,
Charles W. McLaughlin, Chairman
Salt Lake City, Utah
September 27, 1996
<PAGE>
Medmarco, Inc., d/b/a
THC HOMECARE, INC.
215 South State Street, Suite 535
Salt Lake City, Utah 84111
(801) 532-7525
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of Medmarco,
Inc. ("Medmarco" or the "Company") for use in voting at the Annual Meeting of
Shareholders to be held at the offices of Forte Communications, 50 Broadway,
Suite 2300, New York, N.Y. 10004, on Friday, October 25, 1996, at 10:00 a.m.,
E.T., and at any postponement or adjournment thereof, for the purposes set
forth in the attached notice. When proxies are properly dated, executed and
returned the shares they represent will be voted at the Annual Meeting in
accordance with the instructions of the shareholder completing the proxy. If
no specific instructions are given, the shares will be voted FOR the election
of the nominees for directors set forth herein, FOR approval of an amendment
to the Articles of Incorporation of the Company changing the name of the
Company, and FOR ratification of the selection of Arthur Andersen & Co. LLP as
the independent auditors of the Company. A shareholder giving a proxy has the
power to revoke it at any time prior to its exercise by voting in person at
the Annual Meeting, by giving written notice to the Company's Secretary prior
to the Annual Meeting or by giving a later dated proxy.
The presence at the meeting, in person or by proxy, of shareholders
holding in the aggregate a majority of the outstanding shares of the Company's
common stock entitled to vote shall constitute a quorum for the transaction of
business. The Company does not have cumulative voting for directors; a
plurality of the votes properly cast for the election of directors by the
shareholders attending the meeting, in person or by proxy, will elect
directors to office. Except for the amendment to the Articles of
Incorporation, which requires the affirmative vote of a majority of the issued
and outstanding shares of the Company, (and other than the election of
directors as described above) a majority of votes properly cast upon any
question presented for consideration and shareholder action at the meeting,
shall decide the question. Abstentions and broker non-votes will count for
purposes of establishing a quorum, but will not count as votes cast for the
election of directors or any other questions and accordingly will have no
effect. Votes cast by shareholders who attend and vote in person or by proxy
at the Annual Meeting will be counted by inspectors to be appointed by the
Company (it is anticipated that the inspectors will be employees, attorneys or
agents of the Company).
The close of business on Monday, September 16, 1996, has been fixed as
the record date for determining the shareholders entitled to notice of, and to
vote at, the Annual Meeting. Each share shall be entitled to one vote on all
matters. As of the record date there were 3,983,909 shares of the Company's
common stock outstanding and entitled to vote. For a description of the
principal holders of such stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" below.
This Proxy Statement and the enclosed Proxy are being furnished to
shareholders on or about September 27, 1996.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Bylaws provide that the board of directors consists of
three classes, with a maximum of two directors in each class, but that there
shall be no less than three. Presently the Company's Board of Directors
consists of three members, two of whom are nominees for reelection at the
annual meeting. At the time of their election in successive years, the
directors so elected are to serve three-year terms, until the third ensuing
annual meeting of shareholders. Directors may be removed for cause. Due to
resignations and retirements from the Board in 1995 and 1996, vacancies were
created in Classes 1, 2 and 3. All vacancies on the board may only be filled
by a vote of a majority of the board. The Board appointed one director to
fill the vacancy in Class 1. A director appointed to fill a vacancy created
other than by an increase in the number of directors holds office until the
next election for the class to which such director was appointed or for any
lesser period prescribed by the board of directors at the time of such
director's appointment. Because there was no annual meeting held in 1995 when
Class 1 directors would normally stand for election, the nominee selected to
that Class at the upcoming annual meeting will hold office for two years, or
until the annual meeting of shareholders in 1998. The nominees elected in
Class 2 at the upcoming meeting will hold office for three years, or until the
annual meeting of shareholders in 1999. Officers of the Company are elected
annually and serve at the pleasure of the board of directors.
Each director elected at the Annual meeting will hold office until a
successor is elected and qualified, or until the director resigns, is removed
or becomes disqualified. Unless marked otherwise, proxies received will be
voted FOR the election of each of the nominees named below. If any such person
is unable or unwilling to serve as a nominee for the office of director at the
date of the Annual Meeting or any postponement or adjournment thereof, the
proxies may be voted for a substitute nominee, designated by the proxy holders
or by the present Board of Directors to fill such vacancy, or for the balance
of those nominees named without nomination of a substitute, or the Board may
be reduced accordingly. The Board of Directors has no reason to believe that
any of such nominees will be unwilling or unable to serve if elected as a
director.
The following information is furnished with respect to the nominees.
Stock ownership information is shown under the heading "Security Ownership of
Certain Beneficial Owners and Management" and is based upon information
furnished by the respective individuals.
Class 1
WILLIAM D. CARRAWAY, age 53, was appointed in July 1996 to fill the
vacancy created by the earlier resignation of a former director in 1995.
Since 1991, Mr. Carraway has been the CEO of Green Oasis Environmental, Inc.
(Nasdaq-GRNO), a development stage company that manufactures and operates
waste oil recycling equipment. Mr. Carraway began his business career in the
health care industry as one of the founders and ultimately an officer and
principal shareholder of Hospital Affiliates, Inc., owner/manager of 118
hospitals worldwide, until its sale in 1978 to HCA. From 1978 to 1991, Mr.
Carraway was a private investor in various business ventures, including
Historical Properties, Inc., and Manorhouse Retirement Inns, Inc., which
developed and managed retirement centers in Florida and Georgia. Mr. Carraway
is a graduate of Mississippi State University (Accounting and Economics) and
pursued graduate studies at Emory University. In 1966 he joined the Federal
Reserve (St. Louis District). He resides in South Carolina.
Class 2
CHARLES W. MCLAUGHLIN, 51, is the founder, chairman and CEO of McLaughlin
Financial Group, Inc., a privately held merchant/investment banking firm which
was originally known as Charles W. McLaughlin Inc., organized in 1985. Mr.
McLaughlin is also president and CEO of Forte Communications, Inc., a full
service media company which also publishes "Today's Investor(R)" magazine and
"Today's Investor (R) Select (TM)", an electronic magazine featured exclusively
on CompuServe, as well as "Today's Investor (R) Direct"(TM) on the worldwide
web. Mr. McLaughlin was a member of the New York Stock Exchange from 1965 to
1980. In 1993, Mr. McLaughlin was hired as Chairman of O.B. Systems, Inc., a
Huntington, West Virginia corporation (formerly Ohio Brass), to supervise the
reorganization and eventual liquidation of that entity. In 1988, Mr. McLaughlin
was appointed chairman of American Medical Technologies, Inc., a Delaware
corporation, to manage and oversee the eventual liquidation of that entity.
He has been a director of the Company since May 1995 and Chairman of the
Board since July 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR
PROPOSAL 2 -- CHANGE OF NAME
The Company's Board of Directors has approved and adopted, subject to
shareholder approval, a proposal to change the name of the Corporation to THC
HomeCare, Inc. by means of filing an amendment to the Articles of
Incorporation of the Company pursuant to the Utah Revised Business Corporation
Act. The Company started using the name as an assumed name in August 1996.
The formal name change was required due to a claimed infringement in the
continuing use of the name "Medmarco" alleged by Medmarc Insurance Co., an
unrelated corporation ("Medmarc"). Although the Company disputed Medmarc's
claims, in order to settle litigation commenced by Medmarc, the Company agreed
to pay a nominal sum to cover costs and to change the name of the Company to
avoid future confusion between the two corporations. The new name clearly
identifies the Company's focus on the home health care industry. Approval of
the name change will also constitute authorization to file the Amendment to
the Articles of Incorporation and such other filings as may be necessary to
effect such change. A form of the Articles of Amendment is attached hereto as
Annex I. The amendment must be approved by a majority of the issued and
outstanding shares of the Company. The Board recommends a vote FOR the change
of name.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the Company's knowledge, the following table sets forth information
regarding ownership of the Company's outstanding common stock on September 16,
1996 by (i) beneficial owners of more than 5% of the outstanding shares of
common stock, (ii) each director and the named executive officer, and (iii)
all directors and executive officers as a group. As of September 16, 1996,
there were 3,983,909 shares of the Company's voting common stock issued,
outstanding and entitled to vote at the Annual Meeting. Except as otherwise
indicated below and subject to applicable community property laws, each owner
has sole voting and sole investment powers with respect to the stock listed.
<TABLE>
<CAPTION>
Name/Address of 5% Number of Shares Percentage of Class(1)
Beneficial Owner,
Director, Officer
<S> <C> <C>
Martens Trust 1,227,600(2) 30.8%
c/o Mr. M. E. McMillan,
Trustee
Bank of Durango
P.O. Drawer G
Durango, Colorado 81302
Robert Abbate 237,500(3) 5.8
3131 West Lewis Ave.,
Suite 100
Phoenix, Arizona 85017
Lawrence Pellerito 237,500(3) 5.8
3131 West Lewis Ave.,
Suite 100
Phoenix, Arizona 85017
Charles W. McLaughlin, 126,500(4) 3.1
Director
50 Broadway, Suite 2300
New York, NY 10004
Thomas O. Bushell, 101,000(5) 2.5
CEO and Director
215 South State Street,
Suite 535
Salt Lake City, UT 84111
William V. Trowbridge, 30,000(6) *
CFO
215 South State Street,
Suite 535
Salt Lake City, Utah 84111
William D. Carraway 50,000(7) 1.2
1182 Debordine Blvd.
Pawley's Island, S.C. 29440
The Tail Wind Fund Ltd. 250,000(8) 5.9
18-20 North Quay
Douglas, Isle of Man
British Isles 1M1 4LE
Officers and Directors 307,500 7.2%
as a group (4 persons)
</TABLE>
* Less than one percent
(1) Percentages rounded to nearest one-tenth of one percent.
(2) Voting control of these shares is exercised by the trustee in
accordance with the trustee's duties as trustee under a written trust
agreement and as a fiduciary under applicable trust law.
(3) Includes 100,000 shares issuable upon exercise of warrants
exercisable within 60 days of the date of this report at a price of $1.75 per
share.
(4) Includes 100,000 shares issuable upon exercise of options
exercisable within 60 days of the date of this report.
(5) Includes 100,000 shares issuable upon exercise of options
exercisable within 60 days of the date hereof.
(6) Includes 30,000 shares issuable upon exercise of options
exercisable within 60 days of the date hereof.
(7) Includes 50,000 shares issuable upon exercise of options
exercisable within 60 days of the date hereof.
(8) Includes 250,000 shares issuable upon conversion of debentures in
principle amount of $90,000 at rates based upon the fair market value of the
Company's common stock on the date of conversion. The amounts indicated
assume conversion on the record date, for purposes of calculating the number
of shares and the percentages in this table only.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
executive officers and directors of the Company as of September 16, 1996:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Thomas O. Bushell 40 CEO, President, Director
Charles W. McLaughlin 54 Director (Chairman)
William D. Carraway 53 Director
William V. Trowbridge 38 Chief Financial Officer
</TABLE>
The board of directors is divided into three classes, with the number of
directors in each class to be as equal as possible, with any director or
directors in excess of the number divisible by three being assigned to Class 3
and Class 2, as the case may be. At the present time, there is one director
in each Class: Mr. Carraway in Class 1, Mr. McLaughlin in Class 2, and Mr.
Bushell in Class 3. Upon election, the directors in each class serve for a
three-year term. Unless a director dies, resigns or is removed, he or she
holds office for the term elected or until his or her successor is elected and
qualified, whichever is later. Vacancies, including vacancies resulting from
an increase in the number of directors, may be filled only by the board of
directors or, if the directors remaining in office constitute fewer than a
quorum of the board, the vacancy may be filled by the affirmative vote of a
majority of the directors remaining in office.
Thomas O. Bushell was employed as the Chief Operating Officer of the
Company in March 1995 and became a Director in August 1995. He was named
President and CEO of the Company in February 1996. Mr. Bushell received a
B.A. degree in accounting in 1985 from the University of Utah. In 1990 he
received an M.B.A. and a Masters Degree in Health Services Administration from
the University of Utah. From August 1993 to his employment with the Company,
Mr. Bushell was Administrator of Salt Lake Clinic Home Health, a company
providing infusion therapies, respiratory therapy, DME and nursing services in
Utah. From June 1990 to August 1993, Mr. Bushell was Chief Financial Officer
of three hospitals owned by Charter Health Care in the state of Utah, where he
was primarily responsible for coordination of all financial aspects of the
facilities, including strategic planning, budgeting, cash management,
financial statement preparation and data processing. During this time he
played a key role in the turnaround of one of the facilities and a significant
increase in net income of another, through strategic planning and financial
management changes.
Charles W. McLaughlin became a Director of the Company in August 1995 and
was appointed Chairman of the Board in July 1996. He is the founder, chairman
and CEO of McLaughlin Financial Group, Inc., a privately held
merchant/investment banking firm which was originally known as Charles W.
McLaughlin Inc., organized in 1985. Mr. McLaughlin is also president and CEO
of Forte Communications, Inc., a full service media company which also
publishes Today's Investor (R) magazine and Today's Investor (R) Direct (TM) on
the worldwide web,as well as Today's Investor (R) Select (TM), an electronic
magazine featured exclusively on CompuServe. Mr. McLaughlin was a member of
the New York Stock Exchange from 1965 to 1980. In 1993, Mr. McLaughlin was
hired as Chairman of O.B. Systems, Inc., a Huntington, West Virginia
corporation (formerly Ohio Brass), to supervise the reorganization and
eventual liquidation of that entity. In 1988, Mr. McLaughlin was appointed
chairman of American Medical Technologies, Inc., a Delaware corporation, to
manage and oversee the eventual liquidation of that entity. He has been a
director of the Company since May 1995 and Chairman of the Board since
July 1996.
William D. Carraway was appointed in July 1996 to fill the vacancy
created by the resignation of a former director. Since 1991, Mr. Carraway has
been the CEO of Green Oasis Environmental, Inc. (Nasdaq-GRNO), a development
stage company that manufactures and operates waste oil recycling equipment.
Mr. Carraway began his business career in the health care industry as one of
the founders and ultimately an officer and principal shareholder of Hospital
Affiliates, Inc., owner/manager of 118 hospitals worldwide, until its sale in
1978 to HCA. From 1978 to 1991, Mr. Carraway was a private investor in
various business ventures, including Historical Properties, Inc., and
Manorhouse Retirement Inns, Inc., which developed and managed retirement
centers in Florida and Georgia. Mr. Carraway is a graduate of Mississippi
State University (Accounting and Economics) and pursued graduate studies at
Emory University. In 1966 he joined the Federal Reserve (St. Louis
District). He resides in South Carolina.
William V. Trowbridge was employed as Vice President, Treasurer,
Assistant Secretary and Chief Financial Officer of the Company in February
1996. He graduated from Brigham Young University with a B.S. degree in
Accounting in 1980 and is a Certified Public Accountant. From 1994 to his
employment with the Company, Mr. Trowbridge served as a Director and Chief
Financial and Chief Operating Officer of Comspec Corporation, a venture
capital funded high-tech growth company engaged in the development,
distribution and integration of document imaging and forms processing
solutions. Mr. Trowbridge continues to serve as a Director for Comspec and
its wholly-owned subsidiary, Docusoft, Inc. From 1987 through 1994, Mr.
Trowbridge was a Director, President and Chief Financial Officer of Gentner
Communications Corporation, a developer and marketer of telecommunications
hardware and software. From 1980 through 1987, he worked as a certified
public accountant in senior and management positions, working primarily with
public companies on audit, SEC reporting and merger and acquisition
engagements.
There is no family relationship between any executive officer or director
of the Company and any other executive officer or director.
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION
The Company's Board of Directors took action at nine duly noticed
meetings of the Board during 1995. Each director attended at least 75% of the
Company's special meetings of the Board of Directors. During 1995, the
Company's Board of Directors had an audit committee and a compensation
committee, comprised of the outside directors of the Company. Directors
receive an initial grant of options to purchase shares pursuant to the 1995
Directors' Stock Option Plan.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent shareholders are
required by regulation of the Securities and Exchange Commission to furnish
the Company with copies of all Section 16(a) forms which they file. Based
solely on its review of the copies of such forms furnished to the Company
during the fiscal year ended December 31, 1995, the Company believes that
during its 1995 fiscal year all Section 16(a) filings applicable to its
officers, directors and significant beneficial owners were made, although
Section 16(a) forms for certain of the Company's officers and directors were
not timely filed.
EXECUTIVE COMPENSATION
The following table summarizes the compensation of each person serving in
the capacity of Chief Executive Officer during 1995 and all executive officers
of the Company who earned $100,000 or more during the last fiscal year of the
Company and the amounts earned:
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation
Other Long-term
Name Annual Compensation All other
and Compensa- Awards of Compensa-
Principal Salary Bonus tion Stock Options tion
Position Year ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
D. Michael Case
CEO/President(1) 1995 $ 42,500 $0 $0 none $ 2,000(2)
Wendell A. Martens
CEO/President(3) 1995 $114,684 $0 $0 none $ 5,267(2)
</TABLE>
(1) Mr. Case served as President and CEO until April 30, 1995.
(2) Represents the approximate value of the employee's use of a
Company-owned car.
(3) Mr. Martens resigned as President effective December 31, 1995 and as
CEO and a member of the board of directors on February 8, 1996, to pursue
other interests. The table does not include amounts payable to Mr. Martens in
connection with his separation from the Company, which included the
forgiveness of loans made to Mr. Martens totaling approximately $100,000. See
"Certain Relationships and Related Transactions" and Notes to Consolidated
Financial Statements.
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information with respect to
options granted to the named executive officers of the Company during the year
ended December 31, 1995. The Company has never granted any stock appreciation
rights ("SARs"). No options were exercised by executive officers during 1995.
<TABLE>
Option/SAR Grants in Last Fiscal Year
Individual Grants
<CAPTION>
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SAR's Employees Exercise or Base
Name Granted (#) in Fiscal Year Price ($/Sh) Expiration Date
<S> <C> <C> <C> <C>
Wendell A. Martens
CEO/President 195,000 50.1% $1.45 May 7, 1996
25,000 6.4 1.45 April 6, 2000
50,000(1) 12.9% $1.80 Aug. 9, 1996
</TABLE>
(1) Represents options granted to Mr. Martens pursuant to the
"Directors' Option Plan" dated December 6, 1995.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-end Option/SAR Values
<CAPTION>
(a) (b) (c) (d) (e)
# of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Options/SARS at At Fiscal Year
Shares Acquired Value Fiscal Year End End ($)
Name on Exercise (#) Realized Exercised/Unexer. Exercised/Unexer.
<S> <C> <C> <C> <C>
W. A. Martens
CEO/President 0 - 122,500/147,500 $0/$0
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past two years, the following transactions were entered into
involving the Company and certain persons for which disclosure is required by
Item 404 under Regulation S-B of the Securities Act of 1933, as amended:
In March 1994, the Company redeemed 152,407 shares of common stock held
by MESI, an affiliate of the Company owned and controlled by Harvey B.
Riceberg, a former director and officer of the Company and the holder of more
than 10% of the Company's issued and outstanding common stock. The cash for
such redemption came from the proceeds of the Company's public offering of
securities concluded January 12, 1994. In August 1995, as part of a
settlement agreement with Mr. Riceberg in connection with litigation initiated
by the Company, the Company redeemed the balance of all shares of common stock
(1,213,752 shares) and preferred stock (150,000 shares) beneficially owned by
Mr. Riceberg in exchange for cash and forgiveness of debt totaling $2,464,740.
In September 1994, the Company entered into an employment contract with
D. Michael Case to become its President and CEO. His salary under such
agreement was $102,000 per annum. In addition, he received the usual health
insurance and other benefits provided to employees of the Company and an
automobile allowance of $400 per month. Mr. Case was at that time a
co-trustee with his law partner, Robert Minter, of the Martens Trust, a
significant stockholder of the Company which owns approximately 30.8% of the
total issued and outstanding common stock of the Company. Mr. Minter and Mr.
Case, as general partners of the partnership Minter & Case, also are each the
beneficial owner of 65,790 shares of the common stock of the Company
(approximately 1%). Mr. Minter formerly served as a director of the Company.
He resigned as a director in November 1994. He served as Secretary/Treasurer
of the Company until April 30, 1995. Mr. Minter and Mr. Case are the
principal owners of the law partnership Minter, Case & Zimmerman, which
provided legal services to the Company during 1994 and 1995. Messrs. Minter
and Case resigned as trustees of the Trust in March 1996.
In 1995, the Company loaned approximately $100,000 to Wendell A. Martens,
who was then its President and CEO. Upon Mr. Martens' resignation as
President (effective December 31, 1995) and CEO and Director of the Company in
February 1996, the Company agreed to forgive the loan as a severance
settlement and the Company and Mr. Martens waived any other claims either may
have against the other. The Company agreed to engage Martens as a consultant
for a period of 16 months, through and including June 1997. Over that term,
Martens will be paid a consulting fee of $101,900, receive use of a car leased
by the Company and receive insurance benefits pursuant to statute. The
Company elected to terminate the consulting services of Mr. Martens in May
1996.
PROPOSAL 3 -- APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Arthur Andersen & Co.
LLP, as the independent public accountants for the Company for the fiscal year
ending December 31, 1996. Arthur Andersen & Co. LLP served as the Company's
independent public accountants for the fiscal year ended December 31, 1995.
At the Annual Meeting, shareholders will be asked to ratify the selection
by the Board of Directors of Arthur Andersen & Co., LLP as the Company's
independent accountants.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present a matter for action at the 1996 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by mail,
certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no such
third party has been engaged by the Company as of the date hereof. The
Company will also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting materials to the beneficial owners of Common
Stock held of record and will reimburse such persons for forwarding such
material. The cost of this solicitation of proxies will be borne by the
Company.
ANNUAL REPORT
A Copy of the Company's 1996 Annual Report on Form 10-KSB is being mailed
with this Proxy Statement, and is incorporated herein by this reference to the
extent necessary to comply with applicable proxy rules.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation in connection with the 1997 Annual Meeting of
Shareholders must be received by the Company by December 31, 1996. The
proposal must be in accordance with the provisions of Rule 14a-8 promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934. The Company suggests that any such request be submitted by certified
mail - return receipt requested. The Board of Directors will review any
proposal which is received by December 31, 1996, and determine whether it is a
proper proposal to present to the 1997 Annual Meeting.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
/s/ Charles W. McLaughlin
Chairman
Salt Lake City, Utah
September 27, 1996
<PAGE>
PROXY
MEDMARCO, INC. d/b/a THC HOMECARE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas O. Bushell and Charles W. McLaughlin
and each of them as Proxies, with full power of substitution, and hereby
authorizes them to represent and vote, as designated below, all shares of
Common Stock of the Company held of record by the undersigned on September 16,
1996 at the Annual Meeting of Shareholders to be held at 50 Broadway, Suite
2300, New York, N.Y. 10004, on Friday, October 25, 1996, at 10:00 a.m., local
time, or at any adjournment thereof.
1. Election of Directors.
FOR WITHHOLD AS TO ALL FOR ALL EXCEPT
/ / / / / /
(INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE, INDICATE THE
NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY BY STRIKING A LINE
THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)
Charles W. McLaughlin William D. Carraway
2. To approve the change of the Company's corporate name to THC HomeCare,
Inc.
FOR AGAINST ABSTAIN
/ / / / / /
3. To approve and ratify the selection of Arthur Andersen & Co. LLP as the
Company's independent accountants.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
NO. OF SHARES OWNED:______________________
__________________________________________
Signature
__________________________________________
Signature of joint holder, if any
Date:_______________________
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
<PAGE>
APPENDIX
The Proposed Articles of Amendment to the Articles of Incorporation are
attached hereto as an appendix to the Proxy Statement for information
purposes.
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
MEDMARCO, INC.
Pursuant to the Utah Revised Business Corporation Act, as amended (the
"Act"), Medmarco, a Utah corporation (the "Corporation"), hereby amends its
Articles of Incorporation as provided in these Articles of Amendment:
1. The name of the Corporation is Medmarco, Inc.
2. The Corporation's Articles of Incorporation are hereby
amended as follows:
ARTICLE I
Name of Corporation. The Name of the Corporation is THC HomeCare, Inc.
No other change is made to the Articles of Incorporation, as heretofore
amended.
The foregoing amendment to the Articles of Incorporation was adopted by
vote of the holders of a majority of the Corporation's common shares issued
and outstanding and entitled to vote pursuant to a meeting of the shareholders
held October 25, 1996. A total of _________ shares were represented in person
or by proxy at the meeting, constituting a quorum for purposes of convening
the meeting. A total of ________ shares voted for the amendment and a total
of _________ shares voted against the amendment. A total of ________ shares
abstained from voting on the matter.
IN WITNESS WHEREOF, the undersigned, being the President of the
Corporation, executes these Articles of Amendment to the Articles of
Incorporation, this 25th day of October, 1996.
MEDMARCO, INC.
By:____________________________________
Thomas O. Bushell, President
