<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials [ ] Confidential, for Use of the
[ ] Soliciting Material Pursuant to Commission Only (as permitted
Rule 14a-11(c) or Rule 14a-12 by Rule 14a-6(e)(2))
Hospital and Health Facilities Trust
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] 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 form or schedule and the date of it filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE> 2
CALIFORNIA HOSPITAL AND HEALTH
FACILITIES LIQUID ASSET FUND
(A PORTFOLIO OF HOSPITAL AND HEALTH FACILITIES TRUST)
7901 STONERIDGE DRIVE, SUITE 500
PLEASANTON, CALIFORNIA 94588
March 25, 1997
Dear Shareholder:
You are invited to attend a special meeting of the shareholders of
Hospital and Health Facilities Liquid Asset Fund (the "Fund") to be held
Tuesday, April 15, 1997 at 2:30 p.m. (Pacific time) at 7901 Stoneridge Drive,
Suite 500, Pleasanton, California. The matters to be acted upon are set forth
in the accompanying Notice of Special Meeting of Shareholders and Proxy
Statement.
Your vote is important. Please take a moment now to sign and return
your proxy card in the enclosed envelope. If you have questions about the
transaction, please call 1 (800) 221-4524 Ext. 202.
Thank you for your cooperation and continued support.
Sincerely,
JAY HUDSON,
Chair
<PAGE> 3
CALIFORNIA HOSPITAL AND HEALTH
FACILITIES LIQUID ASSET FUND
(A PORTFOLIO OF HOSPITAL AND HEALTH FACILITIES TRUST)
7901 STONERIDGE DRIVE, SUITE 500
PLEASANTON, CALIFORNIA 94588
_____________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
_____________________
TO BE HELD ON APRIL 15, 1997
1-800-221-4524 EXT. 202
A Special Meeting of the shareholders of CALIFORNIA HOSPITAL AND
HEALTH FACILITIES LIQUID ASSET FUND, a portfolio of Hospital and Health
Facilities Trust, will be held at 7901 Stoneridge Drive, Suite 500, Pleasanton,
California 94588, on April 15, 1997 at 2:30 p.m. (PST) for the following
purposes:
1. To consider and act upon the election of thirteen (13) members
of the Board of Trustees of the Trust to serve until their
successors are elected and qualified; and
2. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
The Board of Trustees has fixed the close of business on March 19,
1997 as the record date for the determination of shareholders of the Fund
entitled to notice of, and to vote at, the Special Meeting.
By order of the Board of Trustees,
JAY HUDSON, Chair
March 25, 1997
- --------------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN
PERSON OR BY PROXY. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE
PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE.
- --------------------------------------------------------------------------------
<PAGE> 4
CALIFORNIA HOSPITAL AND HEALTH
FACILITIES LIQUID ASSET FUND
(A PORTFOLIO OF HOSPITAL AND HEALTH FACILITIES TRUST)
7901 STONERIDGE DRIVE, SUITE 500
PLEASANTON, CALIFORNIA 94588
_____________________
PROXY STATEMENT
_____________________
FOR A SPECIAL MEETING TO BE HELD ON APRIL 15, 1997
1-800-221-4524 EXT. 202
INTRODUCTION
This Proxy Statement (the "Proxy") is being furnished in connection
with the solicitation by the Board of Trustees (the "Board") of Hospital and
Health Facilities Trust (the "Trust") of proxies to be voted at a Special
Meeting of the shareholders (the "Meeting") of the California Hospital and
Health Facilities Liquid Asset Fund (the "Fund"), a portfolio of the Trust, to
be held at 7901 Stoneridge Drive, Suite 500, Pleasanton, California 94588 on
April 15, 1997 at 2:30 p.m. (PST) and at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Special Meeting of
Shareholders.
The costs of preparing, printing, mailing and soliciting proxies are
being borne by Cadre Financial Services, Inc. ("Cadre Financial"), the
investment adviser to the Fund. In addition, certain officers, directors and
employees of Cadre Financial and officers and Trustees of the Fund (none of
whom will receive additional compensation therefor) may solicit proxies in
person or by telephone, telegraph or mail. It is not expected that any paid
proxy solicitors will be retained. However, if such solicitors are retained,
their fees and expenses will not be borne by the Fund.
All properly executed proxies received prior to the Meeting will be
voted at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Unless instructions to the contrary are marked,
shares represented by the proxies will be voted in favor of the election of
each person nominated for election as a Trustee of the Trust. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions will be counted as present, and any proxies from brokers or nominee
owners of shares indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power, will be treated as shares that are not present. Any proxy
may be revoked at any time prior to the exercise thereof by submitting another
proxy bearing a later date or by giving written notice to the Secretary of the
Meeting at the address indicated above or by voting in person at the Meeting.
The Board knows of no business other than that specifically mentioned
in the accompanying Notice of Special Meeting of Shareholders which will be
presented for consideration at the Meeting. If any other matters are properly
presented, it is the intention of the persons named in the enclosed proxy to
vote thereon in accordance with their best judgment.
The Board has fixed the close of business on March 19, 1997 as the
record date (the "Record Date") for the determination of shareholders of the
Fund entitled to notice of and to vote at the Meeting
<PAGE> 5
or any adjournment thereof. Shareholders of the Fund on that date will be
entitled to one vote on each matter for each share held. Shareholders do not
have cumulative voting rights. At the close of business on the Record Date,
the Fund had outstanding 41,291,199 shares. In the event that a quorum (the
presence in person or by proxy of shareholders representing one-third of the
shares outstanding on the Record Date) cannot be obtained, one or more
adjournments of the Meeting may be sought. Any such adjournment would require
the affirmative vote of the holders of a majority of the shares present at the
Meeting (or any adjournment thereof) in person or by proxy. The persons named
as proxies will vote all shares represented by proxies that they are entitled
to vote for the election of any of the persons nominated for election as a
Trustee of the Trust in favor of an adjournment.
The principal executive offices of the Fund are located at 7901
Stoneridge Drive, Pleasanton, California 94588. The enclosed proxy and this
Proxy Statement are first being sent to the Fund's shareholders on or about
March 25, 1997.
A copy of the Fund's annual report for the year ended December 31,
1996, is being sent to all shareholders of record together with this Proxy
Statement.
Price Waterhouse LLP ("PW") has been selected by the vote of the
Board, as the independent accountants of the Trust to audit the accounts of the
Fund for and during the fiscal year ending December 31, 1997. Representatives
of PW will not attend the Meeting.
PRINCIPAL HOLDERS
As of March 19, 1997, to the best knowledge of the Fund, the following
persons beneficially owned more than 5% of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name and Address Beneficially Owned Outstanding Shares
---------------- ------------------ ------------------
<S> <C> <C>
California Breast Cancer Treatment Center 5,065,999.82 12.27%
770 East Shaw, Suite 200
Fresno, CA 93710
Chinese City Health Care Assn. 2,442,717.00 5.92%
170 Columbus Ave, Suite 210
San Francisco, CA 94133
Chinese Hospital Association 5,811,833.16 14.07%
845 Jackson St.
San Francisco, CA 94133
Community Hospital of the Monterey Peninsula 4,737,618.00 11.47%
P.O. Box HH
Monterey, CA 93942
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name and Address Beneficially Owned Outstanding Shares
---------------- ------------------ ------------------
<S> <C> <C>
Health Services Research Foundation 2,287,865.26 5.54%
7901 Stoneridge Dr., Suite 500
Pleasanton, CA 94588
Muir Medical Group 2,553,275.75 6.18%
P.O. Box 5107
Walnut Creek, Ca 94596
Sharp Community Medical Group 5,074,968.09 12.29%
8665 Gibbs Dr., Suite 201
San Diego, CA 98123
</TABLE>
ELECTION OF THE BOARD OF
TRUSTEES OF THE TRUST
At the Meeting, thirteen (13) trustees will be elected to the Board to
serve until their successors are elected and qualified. The affirmative vote
of a majority of the shares of the Fund present at the Meeting and voting for
each nominee is required to elect such nominee. It is the intention of the
persons named in the enclosed proxy to vote in favor of the election of each of
the nominees listed below, in the absence of other instructions. The Board
recommends that you vote in favor of the election of each of the nominees.
The Board knows of no reason why any of the nominees listed below will
be unable to serve, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominees as the Board may recommend.
Certain information concerning the nominees is set forth below. The
nominees who are currently trustees of the Trust are indicated by an asterisk
(*). All of them except Jenete M. Maslonka and William K. Piche were elected
at a Special Meeting of the Shareholders held on November 19, 1996. The
"interested" trustees (as defined by Section 2(a)(19) of the Investment Company
Act) are indicated by double asterisk(**). None of the Trustees directly owned
any shares in the Fund during the fiscal year ended December 31, 1996, nor, up
to and including the Record Date, have they owned any shares in the Fund during
fiscal year 1997. Certain trustees, in their respective capacities as officers
and directors of certain shareholders of the Fund, may be deemed to have an
indirect interest in the shares of the Fund owned by such shareholders.
Interests in such shares are indicated by a triple asterisk (***). William T.
Sullivan, Jr. is an officer and director of the Fund's investment advisor,
Cadre Financial Services, Inc., and prior to December 31, 1996 was a
shareholder of the Fund's investment advisor.
3
<PAGE> 7
<TABLE>
<CAPTION>
TRUSTEE FUND SHARES
PRINCIPAL OCCUPATIONS OR OF THE OWNED AS OF % OF SHARES
NAME AND AGE EMPLOYMENT IN PAST 5 YEARS TRUST SINCE 3/19/97 OUTSTANDING
- ------------ -------------------------- ----------- ------- -----------
<S> <C> <C> <C> <C>
Alan H. Anderson* President, South Coast Health 1992 43,562*** 0.11% ***
Age: 53 Care Management, Inc. His
address is 3901 E. 4th Street,
Long Beach, California 90814.
J. Kendall Anderson* Chief Executive Officer of the 1995 3,748,545*** 9.08% ***
Age: 53 John Muir Medical Center. His
address is 1601 Ygnacio Valley
Road, Walnut Creek, California
94598.
Elizabeth Suzanne Curtis* Executive Director of Sharp 1996 5,074,968*** 12.29%***
Age: 38 Community Medical Group since
April 1994. Vice President of
Physician Services, Sharp
Healthcare, San Diego,
California from March 1989 to
March 1991; and Director of
Finance, Sharp Memorial
Hospital, San Diego,
California, from November 1987
to March 1989. Her address is
8665 Gibbs Drive, Suite 201,
San Diego, California 92123.
Dennis A. Eder Senior Vice President and CFO,
Age: 44 Care America Health Plans since
1995; Acting CFO, since
September 1996, Vice President,
Treasury, UniHealth 1988 to
1995. His address is 6300
Canoga Avenue, Woodland Hills,
California 91367.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
TRUSTEE FUND SHARES
PRINCIPAL OCCUPATIONS OR OF THE OWNED AS OF % OF SHARES
NAME AND AGE EMPLOYMENT IN PAST 5 YEARS TRUST SINCE 3/19/97 OUTSTANDING
- ------------ -------------------------- ----------- ------- -----------
<S> <C> <C> <C> <C>
Harvey A. Fein Chief Financial Officer, Molina
Age: 50 Medical Centers since 1995;
Financial Consultant 1994-1995;
Director of Finance, Blue Cross
of California-Wellpoint Health
Networks, Inc. 1990-1994. His
address is One Golden Shore,
Long Beach, California 90802.
Frank E. Gibson* President and Chief Executive 1994 1,217,775*** 2.95%***
Age: 54 Officer of Hospital Consortium
of San Mateo County since 1981.
CEO, Sequoia Heath Care
District since 1996. His
address is 1600 Trousdale
Drive, Burlingame, California
94010.
Terry Hartshorn Chairman since 1993 and
Age: 52 President and CEO 1976-1993,
PacifiCare Health Systems;
President and CEO UniHealth
January 1997-1993. His address
is 3400 Riverside Drive,
Burbank, California 91505.
James O. Hillman Chief Operating Officer,
Age: 62 American Medical Group
Association since 1996;
Executive Director, Unified
Medical Group Association 1988-
1996. His address is 3010 Old
Ranch Parkway #190, Seal Beach,
California 90740.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
TRUSTEE FUND SHARES
PRINCIPAL OCCUPATIONS OR OF THE OWNED AS OF % OF SHARES
NAME AND AGE EMPLOYMENT IN PAST 5 YEARS TRUST SINCE 3/19/97 OUTSTANDING
- ------------ -------------------------- ----------- ------- -----------
<S> <C> <C> <C> <C>
Martin L. Hopp Otolaryngologist, Head and Neck
Age: 47 Surgeon on staff of Cedars-
Sinai Medical Center, Century
City Hospital and Midway
Hospital; Chief Operating
Officer, Beverly Hills Care.
His address is 8631 W. Third
Street, Suite 440E, Los
Angeles, California 90048.
Jay Hudson* President and Chief Executive 1992 4,737,618*** 11.47%***
Age: 59 Officer of Community Hospital
of the Monterey Peninsula since
1990; Chief Operating Officer
from 1987 to 1990; and Senior
Vice President from 1982 to
1987. His address is 23625
Holman Highway, Monterey,
California 93340.
Jenete M. Maslonka* Chief Operating Officer, 1997
Age: 42 Network Health Financial
Services since 1996; Banking
consultant 1993-1994;
Compliance Officer 1993-1994
and Senior Vice President,
Operations 1989-1993, First
Professional Bank. Her address
is 11835 W. Olympic Boulevard,
Suite 650E, Los Angeles,
California 90064.
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
TRUSTEE FUND SHARES
PRINCIPAL OCCUPATIONS OR OF THE OWNED AS OF % OF SHARES
NAME AND AGE EMPLOYMENT IN PAST 5 YEARS TRUST SINCE 3/19/97 OUTSTANDING
- ------------ -------------------------- ----------- ------- -----------
<S> <C> <C> <C> <C>
William K. Piche*** President and CEO since 1997 1997 8,965,944 *** 21.71% ***
Age: 50 and Executive Director 1995-
1997, SharePlus, Inc.; Regional
Vice President, Operations and
Development, Paracelsus
Healthcare Corp. 1993-1995;
President and CEO, Memorial
Hospitals Association, Modesto,
California 1987-1993. His
address is 7901 Stoneridge
Drive, Suite 500, Pleasanton,
California 94588.
William T. Sullivan, Jr.** Chairman and CEO, Cadre
Age: 51 Financial Services, Inc. since
1996. Chairman and CEO of CF
Services, Inc. (formerly Cadre
Financial Services, Inc.) since
1983. His address is 905
Marconi Avenue, Ronkonkoma, New
York 11779.
</TABLE>
Four meetings of the Board of the Trustees were held during the fiscal
year ended December 31, 1996. Each nominee who was a trustee during that
period attended at least 75% of the meetings of the Board of Trustees, with the
exception of Alan H. Anderson.
The Trustees receive no remuneration from the Trust or the Fund for
acting as such. However, the Independent Trustees may be reimbursed by the
Fund for expenses they incur in providing services to the Trust.
The Board has no standing committees.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the issuer
or from an underwriter or a market maker for the securities. Usually no
brokerage commissions are paid by the Fund for such purchases. Purchases from
underwriters of portfolio securities typically include a commission paid by the
issuer to the underwriter and the purchase price paid to market makers for the
securities generally includes a "spread" which represents compensation to the
market maker.
Currently, transactions are allocated to various dealers by Cadre
Financial in its best judgment. The primary considerations are prompt and
effective execution and orders at the most favorable price. Subject to those
primary considerations, dealers may be selected for research, statistical or
other services
7
<PAGE> 11
to enable Cadre Financial to supplement its own research and analysis with the
views and information of other securities firms. Securities transactions are
not directed to securities firms in consideration of sales of Fund shares.
During the fiscal year ended December 31, 1996, the Trust did not pay
any brokerage commissions.
DEADLINE FOR SHAREHOLDER PROPOSALS
The Trust does not hold regularly scheduled annual meetings of shareholders.
Any shareholder desiring to present a proposal for inclusion at the next
meeting of shareholders should submit such proposal to the Trust.
OTHER MATTERS
The management of the Trust knows of no other matters which are to be
brought before the Meeting. However, if any other matters not now known or
determined properly to come before the Meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote such Proxy in accordance
with their best judgment on such matters.
All Proxies received will be voted in favor of all the proposals,
unless otherwise directed therein.
By order of the Board of Trustees,
JAY HUDSON
Chair
March 25, 1997
8
<PAGE> 12
CALIFORNIA HOSPITAL AND HEALTH FACILITIES
LIQUID ASSET FUND
(A PORTFOLIO OF HOSPITAL AND HEALTH FACILITIES TRUST)
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE TRUST FOR A SPECIAL MEETING OF SHAREHOLDERS
APRIL 15, 1997
The undersigned hereby appoints Jay Hudson and William K. Piche,
jointly and severally, as Proxies, with full power to appoint his or her
substitute, and hereby authorizes them to represent and to vote, as designated
below, all shares of California Hospital and Health Facilities Liquid Asset
Fund (the "Fund") held of record by the undersigned on March 19, 1997 at the
Meeting of Shareholders of Hospital and Health Facilities Trust (the Trust") to
be held April 15, 1997, and at any and all adjournments thereof, with all the
powers the undersigned would possess if personally present at such meeting, and
hereby revokes any proxies that may previously have been given by the
undersigned with respect to the shares covered hereby.
The Board of Trustees Recommends a Vote "FOR":
1. Election of each of the persons FOR all nominees WITHHOLD
nominated for election as Trustees listed below AUTHORITY
of the Trust. (see reverse). [ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list below.)
Alan H. Anderson, J. Kendall Anderson, Elizabeth Suzanne Curtis,
Dennis A. Eder, Harvey A. Fein, Frank E. Gibson, Terry Hartshorn,
James O. Hillman, Martin L. Hopp, Jay Hudson, Jenete M. Maslonka,
William K. Piche, William T. Sullivan
2. In their discretion upon such other business as may properly be
brought before the meeting.
If this proxy is properly executed and returned, the shares represented hereby
will be voted in the manner directed herein, if not otherwise specified, this
proxy will be voted to elect each of the persons nominated as Trustees.
Please date and sign below exactly as name appears on this Proxy.
___________________________________________
Name of Shareholder
___________________________________________
Authorized Signature
Title:
___________________________________________
Authorized Signature
Title:
Date: ____________________________, 1997
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
