<PAGE>
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED, AND YOU ARE REQUESTED NOT
TO SEND THE COMPANY A PROXY.
This Information Statement, which is being mailed on or about September 9,
1997 to the holders of shares of the Common Stock, $.01 par value per share (the
"Common Stock"), of The Multicare Companies, Inc., a Delaware corporation (the
"Company"), is being furnished in connection with the designation by Genesis
ElderCare Acquisition Corp., a Delaware corporation formerly known as Waltz
Acquisition Corp. (the "Purchaser") and a wholly owned subsidiary of Genesis
ElderCare Corp., a Delaware corporation formerly known as Waltz Corp. (the
"Parent"), of persons (the "Purchaser's Designees") to the Board of Directors of
the Company (the "Board"). Such designation is made pursuant to an Agreement and
Plan of Merger, dated as of June 16, 1997 (the "Merger Agreement"), by and among
the Company, the Parent and the Purchaser.
On September 4, 1997 the issued and outstanding voting securities of the
Company consisted of 30,913,962 shares of Common Stock.
The Purchaser has commenced a cash tender offer to purchase all of the
outstanding shares of Common Stock (the "Shares") at a purchase price of $28.00
per Share, net to the seller in cash without interest thereon, upon the terms
and subject to the conditions set forth in the Purchaser's Offer to Purchase
dated June 20, 1997 and the related Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer"). The Offer and withdrawal
rights will expire at 12:00 midnight on September 12, 1997, unless otherwise
extended. The Offer is conditioned upon, among other things, there being validly
tendered and not properly withdrawn prior to the expiration of the Offer such
number of Shares which constitutes, on a fully-diluted basis, a majority of the
voting power on the date of purchase of all securities of the Company entitled
to vote generally in the election of directors or in a merger (the "Minimum
Condition"). The Merger Agreement provides for the Merger (the "Merger") of the
Purchaser with and into the Company as soon as practicable after the
consummation of the Offer. Following the consummation of the Merger (the
"Effective Time"), the Company will be the surviving corporation (the "Surviving
Corporation") and a wholly owned subsidiary of the Parent. At the Effective
Time, each Share issued and outstanding immediately prior to the Effective Time
(unless otherwise provided for), other than Shares, if any, held by stockholders
who have perfected rights as dissenting stockholders under the Delaware General
Corporation Law ("Delaware Law"), will be cancelled, extinguished and converted
into the right to receive $28.00 in cash or any higher price that may be paid
pursuant to the Offer, payable to the holder thereof, without interest.
The Merger Agreement provides that, promptly upon the purchase by the
Purchaser of such number of Shares pursuant to the Offer as satisfies the
Minimum Condition (the "Majority Acquisition"), and from time to time
thereafter, the Purchaser will be entitled to designate up to such number of
directors on the Board as represents a percentage of the Board equal to the
percentage of the aggregate number of Shares owned by the Purchaser, provided
that, from the Majority Acquisition until the Effective Time, at least two
persons who were directors of the Company on the date of the Merger Agreement
(the "Continuing Directors") will be directors of the Company and that if the
number of Continuing Directors is reduced below two for any reason, any
remaining Continuing Director will be entitled to fill such vacancy or if no
Continuing Directors remain, the other directors will fill such vacancies with
persons not affiliated with the Purchaser, the Parent or the Company. From the
time of the Majority Acquisition to the Effective Time, the Company will use its
reasonable best efforts to cause persons designated by the Purchaser to
constitute the same percentage as is on the board of (i) each committee of the
Board, (ii) each board of directors of each subsidiary of the Company and (iii)
each committee of each such board, in each case only to the extent permitted by
law. The Company's obligations to appoint designees to the Board shall be
subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14f-1 promulgated thereunder.
Following the election or appointment of the Purchaser's designees and
prior to the Effective Time, the affirmative vote of a majority of the
Continuing Directors of the Company shall be required by the Company to (i)
amend or terminate the Merger Agreement by the Company, (ii) exercise or waive
any of the Company's rights or remedies under the Merger Agreement, (iii) extend
the time for performance of the Parent's and the Purchaser's respective
obligations under the Merger Agreement, (iv) take any action to amend or
otherwise modify the Company's certificate of incorporation or by-laws or (v)
take any action that would adversely affect the rights of the holders of Shares
or the holders of options to purchase Shares with respect to the transactions
contemplated in the Merger Agreement.
The terms of the Merger Agreement, a summary of the events leading up to
the Offer and the execution of the Merger Agreement and certain other
information concerning the Offer and the Merger are contained in the Offer to
Purchase and in
1
<PAGE>
the Solicitation/Recommendation Statement on Schedule 14D-9 of the Company (the
"Schedule 14D-9") with respect to the Offer, copies of which have been delivered
to stockholders of the Company prior to the mailing of this Information
Statement. Certain other documents (including the Merger Agreement) were filed
with the Securities and Exchange Commission (the "Commission") as exhibits to
the Schedule 14D-9 and as exhibits to the Tender Offer Statement on Schedule
14D-1 of the Purchaser and the Parent (the "Schedule 14D-1"). The Schedule 14D-9
and the Schedule 14D-1 and any amendments hereto (including exhibits) may be
inspected and copies may be obtained from the offices of the Commission (except
that the exhibits thereto cannot be obtained from the regional offices of the
Commission) in the manner set forth in Section 8 of the Offer to Purchase.
No action is required by the stockholders of the Company in connection with
the election or appointment of the Purchaser's Designees to the Board. However,
Section 14(f) of the Exchange Act requires the mailing to the Company's
stockholders of the information set forth in this Information Statement prior to
a change in majority of the Company's directors otherwise than at a meeting of
the Company's stockholders.
The information contained in this Information Statement concerning the
Parent and the Purchaser and the Purchaser's Designees has been furnished to the
Company by such persons, and the Company assumes no responsibility for the
accuracy or completeness of such information. The Schedule 14D-1 indicates that
the principal executive offices of the Parent and the Purchaser are located at
148 West State Street, Kennett Square, Pennsylvania 19348.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board met nine times during the Company's 1996 fiscal year. No director
attended fewer than 75% of the aggregate number of meetings of the Board and
Committees on which such director served.
COMMITTEES OF THE BOARD
The Board has standing Audit, Compensation and Nominating Committees.
The Audit Committee makes recommendations to the Board as to the engagement
or discharge of the independent auditors, reviews the plan and results of the
auditing engagement with the independent auditors, reviews the adequacy of the
Company's system of internal accounting controls, monitors compliance with the
Company's business conduct policy and directs and supervises investigations into
matters within the scope of its duties. The Audit Committee met twice during
1996. The Audit Committee is comprised of Mr. Stuart H. Altman, Mr. Menachem
Rosenberg and Mr. George R. Zoffinger, all of whom are non-employee directors of
the Company.
The Compensation Committee approves, or in some cases recommends, to the
Board, remuneration and compensation arrangements involving the Company's
directors, executive officers and other key employees, reviews and in some cases
administers benefit plans in which such persons are eligible to participate and
periodically reviews the equity compensation plans of the Company as well as
grants under such plans as they may affect total compensation. The Compensation
Committee is comprised of Messrs. Rosenberg and Zoffinger, each of whom is a
non-employee director of the Company. The Compensation Committee met once in
1996.
The Nominating Committee was established to nominate persons for election
to the Board. The Nominating Committee will consider nominees recommended by
other stockholders but has not established any procedure therefor. The
Nominating Committee is currently composed of Mrs. Constance B. Girard-diCarlo
and Mr. Zoffinger.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
THE PURCHASER'S DESIGNEES
The Purchaser has informed the Company that it currently intends to choose
the designees (the "Acquisition Designees") it has the right to designate to the
Board pursuant to the Merger Agreement from the directors of the Parent and the
Purchaser listed in Schedule I of the Offer to Purchase, a copy of which has
been mailed to stockholders. The information with respect to such officers in
Schedule I is hereby incorporated herein by reference in its entirety. As of
September 1, 1997, the age of each such director is as follows: Michael R.
Walker -- 49; George V. Hager, Jr. -- 41; James L. Singleton -- 41; James G.
Coulter -- 37; Jonathan J. Coslet -- 32; Richard R. Howard -- 48; Karl I.
Peterson -- 26; William L. Spiegel -- 35 and James A. Stern -- 46. As of
September 1, 1997, the other directorships held by the Acquisition Designees are
as follows: Mr. Walker -- Renal Treatment Centers, Inc. and (member of the Board
of Trustees) Universal Health Realty & Income Trust; Mr. Singleton -- Williams
Scotsman, Inc.; Cinemark USA, Inc.; L.P. Thebault Company and Able Body
Corporation;
2
<PAGE>
Mr. Coulter -- America West Airlines, Inc.; Del Monte Corp.; Virgin Cinemas
Limited; Beringer Wine Estates and Paradyne Partners, L.P.; Mr.
Stern -- Cinemark USA, Inc.; Lear Corporation; Noel Group, Inc.; R. P. Scherer
Corporation; K&F Industries, Inc. and Amtrol Inc.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the Directors
and executive officers of the Company:
<TABLE>
<CAPTION>
NAME POSITION(S) HELD
<S> <C>
Moshael J. Straus Chairman of the Board and
Co-Chief Executive
Officer
Daniel E. Straus Co-Chief Executive Officer
and Director
Stephen R. Baker Executive Vice President,
Chief Operating Officer
and Director
Paul J. Klausner Special Consultant,
Acquisitions and
Development and Director
Andrew Horowitz Senior Vice President,
Ancillary Services
Mark R. Nesselroad Senior Vice President,
Acquisitions,
Construction &
Development
Bradford C. Burkett Senior Vice President,
General Counsel &
Secretary
Stuart H. Altman Director
Constance B. Girard-diCarlo Director
Menachem Rosenberg Director
George R. Zoffinger Director
</TABLE>
The recent business experience of the executive officers and directors
listed above is as follows:
MOSHAEL J. STRAUS, age 44, the brother of Daniel E. Straus, was a
co-founder of the Company in 1984, and since 1978 was involved in the business
of the Company's predecessors. Mr. Straus has been co-principal owner of the
Company since its establishment. He assumed the positions of Chairman of the
Board of Directors and Co-Chief Executive Officer of the Company in September
1992.
DANIEL E. STRAUS, age 40, the brother of Moshael J. Straus, was a
co-founder of the Company in 1984, and since 1978 was involved in the business
of the Company's predecessors. Mr. Straus has been co-principal owner of the
Company since its establishment. He assumed the positions of President, Co-Chief
Executive Officer and Director of the Company in September 1992.
CONSTANCE B. GIRARD-DICARLO, age 50, has served as President of the
Healthcare Support Services Division of ARAMARK Corporation since 1990. ARAMARK
is a $6 billion service management company headquartered in Philadelphia,
Pennsylvania. Mrs. Girard-diCarlo is responsible for the non-clinical support
services ARAMARK manages for more than 300 healthcare institutions nationwide.
Mrs. Girard-diCarlo previously served as President of ARAMARK School Support
Services; Vice President, Midlantic Region, ARAMARK Campus Services; and as an
Assistant General Counsel of ARAMARK. Mrs. Girard-diCarlo is a member of the
Board of Directors of EnergyNorth, Inc., a public utility holding company
headquartered in Manchester, New Hampshire, and serves on the boards of Widener
University, The Franklin Institute and the Free Library of Philadelphia
Foundation. Mrs. Girard-diCarlo has served on the Board since 1996.
MENACHEM ROSENBERG, age 46, has been a partner of the public accounting
firm of Margolin, Winer & Evens in Garden City, New York for the past 14 years.
Mr. Rosenberg is a Certified Public Accountant and a member of the American
Institute of Certified Public Accountants and the New York State Society of
Certified Public Accountants. Mr. Rosenberg is the author of numerous articles
on income tax, investments, finance, mergers and acquisitions and a lecturer on
similar topics to various professional and trade groups. Mr. Rosenberg has
served on the Board since 1994.
3
<PAGE>
GEORGE R. ZOFFINGER, age 49, is the President and Chief Executive Officer
of Value Property Trust, a real estate investment trust traded on the New York
Stock Exchange. Mr. Zoffinger previously served as Chairman of CoreStates New
Jersey National Bank from April 1994 until its merger into CoreStates Bank, N.A.
in December 1996. He continues to serve on the Board of Directors of CoreStates
Bank, N.A. From December 1991 through 1994, Mr. Zoffinger served as President
and Chief Executive Officer of Constellation Bankcorp. From March 1990 through
December 1991, he served as the Commissioner of the New Jersey State Department
of Commerce and Economic Development and the Chairman of the Board of the New
Jersey Economic Development Authority. Mr. Zoffinger also served as Chairman of
New Jersey's Host Committee for the 1994 World Cup Soccer Games. Mr. Zoffinger
has also been appointed to the New Jersey Council of Economic Advisors and is
Chairman of the New Brunswick Development Corporation. He is also a member of
the Board of Trustees of St. Peter's Medical Center in New Brunswick, New
Jersey, and a member of the Board of Directors of New Jersey Resources, Inc. and
the Public Affairs Research Institute of New Jersey, Inc. Mr. Zoffinger has
served on the Board since 1995.
STUART H. ALTMAN, age 59, has served as the Sol C. Chaikin Professor of
National Health Policy at The Heller School at Brandeis University since 1977.
Mr. Altman also served as Dean of The Heller School from September 1977 through
June 1993, and was Interim President of Brandeis University from 1990 through
September 1991. Mr. Altman has also served as Chairman of the Board, Institute
for Health Policy, at The Heller School since 1977. In addition, Mr. Altman has
served in several government positions including serving as the Chairman of the
Prospective Payment Assessment Commission from 1984 through 1996 and as a senior
member of the Clinton/Gore Health Advisory Group. Mr. Altman also served as
Deputy Assistant Secretary for Planning and Evaluation/Health in the Department
of Health, Education and Welfare from July 1971 through August 1976. Mr. Altman
currently serves as member of the Board of Directors of IDX Systems, Inc., a
healthcare information systems company and on several other charitable and
educational boards and foundations. Mr. Altman has served on the Board since
1996.
STEPHEN R. BAKER, age 41, has served as Executive Vice President
responsible for finance and operations of the Company since August 1994 and
served as its Senior Vice President and Chief Financial Officer beginning
December 1992. Prior to joining the Company, Mr. Baker was a partner at the
public accounting firm of KPMG Peat Marwick LLP where he was employed for 16
years. Mr. Baker is a Certified Public Accountant. Mr. Baker has served on the
Board since 1994.
PAUL J. KLAUSNER, age 39, has served as Special Consultant, Acquisitions
and Development of the Company since September 1996. Prior to September 1996,
Mr. Klausner served as Executive Vice President, Development of the Company
since May 1995, as its Executive Vice President, General Counsel since August
1994 and as its Senior Vice President, General Counsel and Secretary beginning
October 1993. Prior to joining the Company, Mr. Klausner had been engaged in the
private practice of law in New York City since 1981 and had also been a
principal of KMF Partners, a New York-based real estate investment and
development firm, from 1986 to 1990. Mr. Klausner has served on the Board since
1994.
4
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following table sets forth information regarding all cash and non-cash
compensation awarded to, earned by or paid to the Company's two Co-Chief
Executive Officers, to each of the four other most highly compensated executive
officers of the Company serving in such capacity at December 31, 1996 and to a
former executive officer not serving in such capacity at December 31, 1996,
whose aggregate compensation from the Company and its subsidiaries for that
period exceeded $100,000.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION
AWARDS (1)
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) COMPENSATION
<S> <C> <C> <C> <C> <C>
Moshael J. Straus 1996 $600,000 $750,000 93,750 $100,808(3)
Chairman of the Board of Directors 1995 600,000 600,000 170,900 149,433(3)
and Co-Chief Executive Officer 1994 500,000 402,500 599,664 133,171(3)
Daniel E. Straus 1996 600,000 750,000 93,750 174,396(3)
President, Co-Chief Executive Officer 1995 600,000 600,000 170,900 --
and Director 1994 500,000 402,500 599,664 --
Stephen R. Baker 1996 300,000 178,125 23,438 --
Executive Vice President, Chief 1995 250,000 125,000 42,162 --
Operating Officer and Director 1994 210,648 69,774 26,865 --
Paul J. Klausner 1996 225,000 -- 23,438 --
Special Consultant, Acquisitions and 1995 250,000 50,000 42,163 --
Development and Director 1994 210,648 69,744 26,865 --
1996 198,057 69,794 7,500 --
Andrew Horowitz (4) 1995 180,740 52,500 22,500 --
Senior Vice President, Ancillary Services 1994 -- -- -- --
Mark R. Nesselroad (5) 1996 164,000 55,070 4,500 --
Senior Vice President, Acquisitions, 1995 12,500 -- 22,500 --
Construction & Development 1994 -- -- -- --
Bradford C. Burkett (6) 1996 175,068 34,980 10,500 --
Senior Vice President, General Counsel 1995 144,886 46,400 9,554 --
& Secretary 1994 69,276 19,849 15,000 --
</TABLE>
(1) The Company did not grant any long term incentive plan payouts ("LTIPs") to
any of the executive officers named in this table nor does the Company
maintain any LTIPS. Excludes perquisites and other personal benefits,
securities or property, the aggregate amount of which received by any named
person did not exceed the lesser of $50,000 or 10% of the total of annual
salary and bonus for such officer as well as certain incidental personal
benefits to executive officers of the Company resulting from expenses
incurred by the Company in interacting with the financial community and
identifying potential acquisition targets.
(2) Options adjusted for three-for-two stock split in May 1996.
(3) Amounts paid in connection with obtaining term life insurance to fund a
stock purchase right from the other Co-Chief Executive Officer in connection
with an agreement among the Company and each of the Co-Chief Executive
Officers.
(4) Mr. Horowitz joined the Company in January 1995.
(5) Mr. Nesselroad joined the Company in December 1995.
(6) Mr. Burkett joined the Company in June 1994.
5
<PAGE>
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
In January 1995, the Company entered into an employment agreement with each
of Moshael J. Straus and Daniel E. Straus. Each agreement provides for an
initial term of five years, which will extend automatically at the end of the
initial five year term for additional one year periods unless, not less than 180
days prior to the end of the initial term or any such additional term, notice of
non-extension is given either by the Company or the respective Co-Chief
Executive Officer. Each employment agreement provides for an annual base salary
at an initial rate of $600,000, which may be increased at the discretion of the
Board, and a bonus, to be determined pursuant to the Company's Key Employee
Incentive Compensation Plan (the "KEICP"), ranging from 70%-150% of base salary,
based upon goals and targets set forth in a business plan negotiated with the
Compensation Committee. Each of these employment agreements provides that if the
Company terminates the Co-Chief Executive Officer without Cause (as defined) or
fails to renew his employment agreement, or if such Co-Chief Executive Officer
terminates his employment agreement for Good Reason (as defined) or upon a
Change of Control (as defined) then (1) the Company will be obliged to pay the
respective Co-Chief Executive Officer the greater of (x) any remaining salary
payable during the term or (y) an amount equal to two times the annual salary
for the then current employment year (or, with respect to a Change of Control,
three times annual salary plus an amount equal to the highest bonus received
during the prior three years); (2) all stock options, stock awards and similar
equity rights will immediately vest and become exercisable; and (3) the Company
must maintain in effect the Co-Chief Executive Officer's other benefits for a
period equal to the greater of the remainder of the term or two years. Each of
the Co-Chief Executive Officers is also entitled to (i) life insurance benefits
in an amount equal to five times his then current salary (to a maximum of $5
million); (ii) life insurance benefits in an amount not exceeding $50 million in
connection with a buy-sell arrangement between the Co-Chief Executive Officers;
and (iii) disability insurance in an amount equal to 66.67% of his then current
salary.
In January 1995, the Company entered into an employment agreement with each
of Stephen R. Baker and Paul J. Klausner. Each agreement provides for an initial
term of three years which will be renewed automatically at the end of the
initial three year term for additional one-year periods unless, not less than
180 days prior to the end of the initial term or any such additional term,
notice of non-renewal is given either by the Company or the employee. The
agreements provide for an annual base salary at an initial rate of $250,000
which may be reviewed annually by the Board, and a bonus to be determined
pursuant to the Company's KEICP, ranging from 30-75% of base salary, based upon
goals and targets set forth in a business plan prepared by the Co-Chief
Executive Officers. Each employment agreement provides that if the Company
terminates the employee without Cause (as defined) or fails to renew his
employment agreement, or if the employee terminates his employment agreement for
Good Reason (as defined) or upon a Change of Control (as defined) then (1) the
Company will be obliged to pay him the greater of (x) any remaining salary
payable during the term or (y) an amount equal to two times the annual salary
for the then current employment year (or, with respect to a Change of Control,
three times annual salary plus an amount equal to the highest bonus received
during the prior three years); (2) all stock options, stock awards and similar
equity rights will immediately vest and become exercisable; and (3) the Company
must maintain in effect the employee's other benefits for a period equal to the
longer of the remainder of the term or two years. Each of Messrs. Baker and
Klausner is also entitled to life insurance benefits in an amount equal to four
times his then current salary (to a maximum of $2 million) and disability
insurance in an amount equal to 66.67% of his salary.
In January 1995, in connection with the Company's acquisition of Scotchwood
Pharmacy ("Scotchwood") the Company entered into a three year employment
agreement with Andrew Horowitz, an executive vice president and one of the
principal owners of Scotchwood. Mr. Horowitz now serves as the Company's Senior
Vice President, Ancillary Services. The agreement provides for an annual base
salary at an initial rate of $175,000 and a bonus to be determined pursuant to
the Company's KEICP under which Mr. Horowitz may earn a maximum annual bonus
equal to 35% of base salary. Mr. Horowitz's employment agreement also contains
terms granting him certain benefits receivable upon a Change of Control
discussed above with respect to the Employment Agreements between the Company
and Messrs. Baker and Klausner.
In December 1995, in connection with the Company's acquisition of Glenmark
Associates, Inc. ("Glenmark") the Company entered into a three year employment
agreement with Mark R. Nesselroad, the chief executive officer and co-founder of
Glenmark. Mr. Nesselroad now serves as the Company's Senior Vice President,
Construction, Acquisitions and Development. The agreement provides for an annual
base salary at an initial rate of $150,000 and a bonus to be determined pursuant
to the Company's KEICP under which Mr. Nesselroad may earn a maximum annual
bonus equal to 35% of base salary.
6
<PAGE>
STOCK OPTION GRANTS
The following table sets forth as to each of the individuals named in the
Summary Compensation Table the following information with respect to stock
option grants during the calendar year 1996 ("Fiscal 1996") and the potential
realizable value of such option grants: (i) the number of shares of Common Stock
underlying options granted during Fiscal 1996, (ii) the percentage that such
options represent of all options granted to employees during Fiscal 1996, (iii)
the exercise price, (iv) the expiration date and (v) grant date present value.
OPTION(1) GRANTS DURING FISCAL 1996
AND ASSUMED POTENTIAL REALIZABLE VALUE
<TABLE>
<CAPTION>
NUMBER OF % OF
SECURITIES TOTAL GRANT
UNDERLYING OPTIONS TOTAL
OPTIONS GRANTED EXERCISE EXPIRATION PRESENT
NAME GRANTED (3) IN 1996 PRICE DATE VALUE (2)
<S> <C> <C> <C> <C> <C>
Moshael J. Straus................................................... 93,750 11% $16.00 2/1/2006 $ 936,572
Daniel E. Straus.................................................... 93,750 11% 16.00 2/1/2006 936,572
Stephen R. Baker.................................................... 23,438 3% 16.00 2/1/2006 234,148
Paul J. Klausner.................................................... 23,438 3% 16.00 2/1/2006 234,148
Andrew Horowitz..................................................... 7,500 1% 16.00 2/1/2006 74,926
Mark R. Nesselroad.................................................. 4,500 1% 16.00 2/1/2006 44,955
Bradford C. Burkett................................................. 10,500 1% 16.00 2/1/2006 104,986
</TABLE>
(1) There were no SARs granted in 1996.
(2) The Company uses the Black-Scholes model of option valuation to determine
grant date present value with the following weighted average assumptions:
dividend yield of 0%; expected volatility of 38.4%; a risk-free interest
rate of 6.5%; and expected option life of 9.9 years. The actual value of the
options will depend on the excess of the stock price above the exercise
price on the date of exercise. There is no assurance that the value realized
will approximate the value estimated under the Black-Scholes model.
(3) Options vest at a rate of 33 1/3% per year over a three year period and
expire ten years from the date of grant.
7
<PAGE>
TEN YEAR OPTION REPRICINGS
The following table sets forth the information noted for all repricings of
options held by any executive officer of the Company in the Company's last 10
complete fiscal years.
OPTION REPRICING TABLE (1)
<TABLE>
<CAPTION>
SECURITIES MARKET PRICE
UNDERLYING OF STOCK AT NEW
OPTIONS REPRICED TIME OF EXERCISE PRICE AT EXERCISE
NAME DATE OR AMENDED PRICING TIME OF REPRICING PRICE
<S> <C> <C> <C> <C> <C>
Stephen R. Baker......... August 17, 1993(2) 90,000 $ 7.33(3) $7.39 $ 6.67
<CAPTION>
LENGTH OF
ORIGINAL OPTION
TERM REMAINING
AT DATE OF
NAME REPRICING
<S> <C>
Stephen R. Baker......... 9 years 7 months
</TABLE>
(1) Options and per share amounts adjusted for three-for-two stock split in May
1996.
(2) Stephen R. Baker was originally granted options to purchase 90,000 shares of
Common Stock on April 1, 1993 at an exercise price of $7.39 per share.
Subsequently, coinciding with the Company's 1993 initial public offering of
its Common Stock at $6.67 per share, Mr. Baker's options were amended such
that the exercise price would equal that of the Company's 1993 initial
public offering price.
(3) This represents the closing price of the Common Stock on August 19, 1993
which was the first day the Common Stock was traded on The Nasdaq Stock
Market. Prior to August 19, 1993, there was no public market for the Common
Stock.
STOCK OPTION VALUES
The following table sets forth the number and aggregate dollar value of
unexercised options held at December 31, 1996 by the individuals named in the
Summary Compensation Table. None of the named individuals exercised any options
during 1996.
AGGREGATE OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN THE MONEY OPTIONS
AT DECEMBER 31, 1996 AT DECEMBER 31, 1996(1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Moshael J. Straus.................................................... 307,242 557,072 $ 2,644,466 $ 4,301,746
Daniel E. Straus..................................................... 307,242 557,072 2,644,466 4,301,746
Stephen R. Baker..................................................... 85,964 96,503 997,430 872,814
Paul J. Klausner..................................................... 85,964 96,503 997,430 872,814
Andrew Horowitz...................................................... 4,500 25,500 31,860 159,315
Mark R. Nesselroad................................................... 7,500 19,500 41,850 102,825
Bradford C. Burkett.................................................. 9,184 25,870 81,329 178,048
</TABLE>
(1) The value of unexercisable in the money options was determined by reference
to the closing price of the Common Stock on December 31, 1996, reported by
The New York Stock Exchange, which was $20 1/4.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of December 31, 1996, each of the Co-Chief Executive Officers was
indebted to one of the Company's subsidiaries in the amount of $325,000. This
indebtedness is payable on demand and interest is payable on such indebtedness
at the rate of 9.5% per annum. Prior to the Company's reorganization in November
1992 (the "Reorganization"), the land and building of one of the Company's
facilities was owned by Gwendolyn Straus, the mother of the Co-Chief Executive
Officers. Mrs. Straus had taken a mortgage on that land to make a loan to four
of her children in the aggregate principal of $1,300,000, each child being
responsible for one-quarter of the principal indebtedness and interest. Mrs.
Straus then created a corporate entity and transferred her interest in the land
and building as well as the $1,300,000 indebtedness owed by her four children
into the corporate entity. The Company eventually acquired the corporate entity
and with such acquisition the Co-Chief Executive Officers of the Company became
indebted to that subsidiary for their pro rata share of the aggregate principal
balance and interest. During 1996, each Co-Chief Executive Officer paid interest
to the subsidiary in the amount of $30,875.
As a result of regulatory constraints, interests owned by the Co-Chief
Executive Officers relating to a 140 licensed bed facility to be constructed
were not transferred to the Company pursuant to the Reorganization. Transfer of
this facility to the
8
<PAGE>
Company prior to the completion of construction and licensure could have caused
the Certificate of Need to be voided. Accordingly, pursuant to an option
agreement the Company was granted an option to acquire this facility, subject to
the debt incurred in the construction and licensure, for a purchase price of
$100 plus the assumption of such indebtedness. In 1995, the Company and the
Co-Chief Executive Officers restructured the agreement to provide for a long
term lease of the Facility to the Company. In connection with the lease, the
Co-Chief Executive Officers repaid the indebtedness of the Facility to the
Company. The lease is for an initial term of ten years, subject to extension at
the option of the Company for four additional five year periods. The lease
provides for an annual rental payment of $973,404 for the initial five year
period, subject to increase at stated amounts set forth in the lease. This
restructuring was approved by a committee of the Board composed entirely of
outside directors which was advised by outside financial and legal advisors.
The real property relating to one of the Company's facilities is owned 50%
by a general partnership wholly owned by the Co-Chief Executive Officers and 50%
by an unrelated party. Neither such real property nor the interests of the
Co-Chief Executive Officers in the general partnership were transferred to the
Company in the Reorganization. The facility's lease is a "net lease" for an
initial term of ten years, with optional extensions on the part of the tenant
aggregating an additional eleven years and seven months. The Company's operating
subsidiary that leases the facility pays an annual rent of $1,181,714.
As a result of potential adverse tax consequences to the Co-Chief Executive
Officers, the real property relating to one of the Company's facilities was not
transferred to the Company by the Co-Chief Executive Officers in the
Reorganization. In lieu of a transfer, one of the Company's operating
subsidiaries has leased the real property pursuant to a "net lease" for a term
of 10 years, expiring in December 2002. The Company's operating subsidiary that
leases the real property pays an annual rent of $725,000.
In December 1995, the Company acquired Glenmark Associates, Inc.
("Glenmark"), a long-term care provider that currently operates 21 facilities
primarily in West Virginia. Mark R. Nesselroad, a senior vice president of the
Company, was a co-founder and the chief executive officer of Glenmark. Under the
terms of the acquisition agreement, $1.5 million of the purchase price payable
to Mr. Nesselroad and the other principal owner of Glenmark was placed into an
escrow account and scheduled to be paid out over a period of three years upon
Glenmark's achievement of certain financial targets. In July 1996, in connection
with an amendment to the acquisition agreement, Mr. Nesselroad and the other
former owner each received $250,000 of the deferred purchase price. Pursuant to
the amendment, Mr. Nesselroad and the other former owner are each entitled to
receive (i) on December 1, 1997, 25% of the amount, if any, remaining in the
escrow account as of such date and (ii) on December 1, 1998, one-half of the
amount, if any, remaining in the escrow account as of such date. The foregoing
payments are subject to indemnification obligations of Glenmark which, under the
terms of the acquisition agreement, are required to be paid out of the escrow
account.
The Company leases office space for its West Virginia divisional offices
from a limited liability company in which Mark R. Nesselroad, a senior vice
president of the Company, owns a 50% membership interest. The Company pays under
several leases an aggregate annual rent of approximately (i) $350,000 (plus
additional amounts for utilities and maintenance costs) for an aggregate 18,279
square feet of space used by corporate personnel and (ii) $66,000 (including
utilities and maintenance costs) for an aggregate 7,790 square feet of space
used for pharmacy and ancillary services personnel. In addition, the Company
leases 5,159 square feet of warehouse space for an annual rent of approximately
$15,500 (plus additional amounts for utilities and maintenance costs) from a
corporation in which Mr. Nesselroad owns a one-third interest. Each lease has an
initial term which ranges from one year to 16 months and renews automatically
for successive one-year periods unless a termination notice is delivered by
either party not less than 120 days prior to the end of the initial term or any
extended term. The rental payments are subject to re-negotiation prior to each
one-year renewal term based upon the fair market rental value of each premises.
In December 1996, the Company acquired The A-D-S Group ("A-D-S"), a group
of companies of which Alan D. Solomont, a member of the Board from 1994 until
March 1997, was the founder and a principal owner. A-D-S owns, operates or
manages 22 long-term care facilities with 2,930 beds, 20 hospital based subacute
units with 514 beds and eight assisted living facilities with 821 beds, all but
one of which are located in Massachusetts. A-D-S also provides consulting
services to an additional 14 facilities with 1,668 beds, operates several
ancillary businesses including home health, both Medicare-certified and private.
In addition, Mr. Solomont is also transferring to the Company his interests in
three assisted living development projects, subject to the rights of third
parties. Under the terms of the acquisition agreement, the Company paid
approximately $10 million in cash, financed approximately $51 million through a
lease facility, assumed or repaid approximately $29.8 million in debt and issued
554,973 shares of the Common Stock for A-D-S. Schroder Wertheim & Co. acted as
the financial advisor to the Board in this transaction and delivered a fairness
opinion confirming the fairness of the transaction from a financial point of
view to the Company's stockholders.
9
<PAGE>
Mr. Solomont became Vice Chairman of the Company and received approximately
$12.2 million in cash and 326,637 shares of Common Stock in the transaction. In
addition, the President of A-D-S, Susan S. Bailis, who joined the Company upon
consummation of the transaction as a Senior Vice President and as President and
Chief Executive Officer of A-D-S/Multicare, the Company's New England division,
received in the transaction approximately $2.3 million in cash and 123,588
shares of Common Stock. In connection with the transaction, Mr. Solomont was
relieved of certain guarantees of indebtedness of A-D-S. Mr. Solomont and Ms.
Bailis each have certain indemnification obligations to the Company which extend
post closing. In addition, Mr. Solomont and Ms. Bailis received 300,000 and
97,500 options, respectively, to purchase Common Stock at an exercise price
equal to the closing price of the Common Stock on the closing date of the
transaction.
In connection with the transaction, each of Mr. Solomont and Ms. Bailis
entered into an employment agreement with the Company. Each employment agreement
provides for an initial term of three years that automatically renews for
successive one-year periods unless notice of non-renewal is provided by either
party. The employment agreements provide for an annual base salary at an initial
rate of $300,000 in the case of Mr. Solomont and $200,000 in the case of Ms.
Bailis, and a bonus to be determined pursuant to the Company's KEICP. Each
employment agreement provides that if the Company terminates the employee
without Cause (as defined) or if the employee terminates the employment
agreement for Good Reason (as defined) or upon a Change of Control (as defined)
then (1) the Company will be obliged to pay the employee the greater of (x) any
remaining salary payable during the term or (y) an amount equal to the annual
salary for the then current employment year (or, with respect to the Change of
Control, three times annual salary plus an amount equal to the highest bonus
received during the prior three years); (2) all stock options, stock awards and
similar equity rights will immediately vest and become exercisable; and (3) the
Company must maintain in effect the employee's other benefits for a period of
one year (or, with respect to a Change of Control, two years).
Mr. Solomont resigned as the Company's Vice Chairman, as a member of the
Board and from all other positions held with the Company's subsidiaries in March
1997 and became a consultant to the Company. As a consultant, Mr. Solomont is to
be paid a fee of $25,000 per month and is eligible for payments to be made under
his employment agreement upon a Change of Control as described above. In
addition, at any time prior to December 31, 1998, Mr. Solomon may, in accordance
with the terms of the consulting arrangement, rejoin the Company as its Vice
Chairman under the employment agreement for a period expiring December 31, 1999.
Mr. Solomont has ownership interests in and is an officer of certain
unaffiliated entities which own five assisted living facilities to which a
subsidiary of the Company provides management services at market rates. The term
of the management agreements are subject to termination by the owner only for
material breach, non-performance or upon sale. Upon termination upon sale, the
management agreement provides that a payment of up to 160% of the management
fees realized for the prior four quarters (subject to a minimum) for a sale
occurring in 1997, declining ratably to 100% of such fees for a sale occurring
after 1999, will be made to the Company. In addition, the Company has the right
of first opportunity to acquire Mr. Solomont's ownership interests.
Mr. Solomont, members of his family and Ms. Bailis also own a 51% interest
in and Mr. Solomont is an officer and director of two long term care facilities
which are owned 49% and managed by affiliates of the Company at market rates.
The Company has an option to acquire all of such interests. In addition, the
Company has an option to acquire a third facility owned by Mr. Solomont and
members of his family.
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board (the "Committee") is currently
comprised of Messrs. Rosenberg and Zoffinger, each of whom is a non-employee
director. The Committee is responsible for approval or recommendation to the
Board of remuneration and compensation arrangements involving the Company's
directors, executive officers and other key employees, review and in some cases
administration of benefit plans in which such persons are eligible to
participate, and periodic review of the equity compensation plans of the Company
and grants under such plans as they may impact total compensation.
10
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Committee believes that the total compensation of the Company's
executive officers should be based primarily on the subjective determination of
the Committee as to the Company's overall financial performance. At the
executive officer level, the Committee has a policy that a significant portion
of total compensation should consist of variable, performance-based components
such as stock option awards and bonuses, which it can increase or decrease to
reflect its assessment of changes in corporate and individual performance. These
incentive compensation programs are intended to reinforce management's
commitment to enhance profitability and stockholder value.
In general, the Committee also considers advice from independent
compensation consultants and also takes into account the recommendations of the
Co-Chief Executive Officers, who together beneficially own approximately 43.2%
of the Company's Common Stock. Based on a review of comparable companies in the
Company's industry, the Committee believes that the compensation of the
Company's executive officers for 1996 was in the median range of comparable
companies.
In determining base salaries of executive officers, the Committee makes a
subjective determination, taking into consideration the seniority of the
officer, his rank within the Company and prior performance. The base
compensation in 1996 for each of Moshael J. Straus and Daniel E. Straus, the
Co-Chief Executive Officers of the Company, was determined under an employment
agreement entered into by each of them with the Company in January 1995. See
"Executive Compensation -- Summary Compensation Table -- Employment Agreements."
In 1996, the Committee granted 93,750 options to purchase shares of Common
Stock to each of the Co-Chief Executive Officers as described in the table
captioned "Option Grants During Fiscal 1996 and Assumed Potential Realizable
Value." The grants were made under the Company's Amended and Restated 1993 Stock
Option Plan (the "Stock Option Plan") as annual performance grants in connection
with a grant to executive officers and key employees of the Company. These
options were granted in recognition of such person's services to the Company. In
addition, in 1996 certain officers and key employees were granted options as a
method of recruiting their services. The five persons serving as non-employee
directors of the Company on May 8, 1996 were each granted options on such date
to purchase 4,500 shares of Common Stock under the Company's Non-Employee
Directors Stock Option Plan (the "Directors' Option Plan") in recognition of
their contributions to the Company in terms of their insights into the
operations of the Company. Each of the foregoing grants was evaluated in the
subjective discretion of the Committee in accordance with the terms of the Stock
Option Plan and the Directors' Option Plan which were devised with the advice
and consultation of independent compensation consultants.
The Board adopted in early 1996 the Company's KEICP, which was devised with
the advice and consultation of independent compensation consultants. Under the
KEICP, the Committee, after consideration of recommendations from the executive
management of the Company, establishes one or more target performance goals for
the Company's executive officers and other key employees and determines the
amount of the bonus award (as a percentage of total compensation) payable to
such participant based upon the achievement of such target performance goal(s).
The target performance goals may include pre-established "threshold," "expected"
and "outstanding" levels of performance that must be achieved in order to result
in the payout of an award to a participant. Awards are payable under the KEICP
only upon written certification by the Committee that the target performance
goals for the performance period have been achieved.
In 1996, bonuses were determined by the Committee pursuant to the KEICP
based on the overall performance of the Company and the achievement by the
individual officer or employee in question of personal performance goals and
contribution standards established by the Committee after consideration of
recommendations from the executive management of the Company. The bonuses for
the Co-Chief Executive Officers were determined based on the earnings and
revenue levels attained by the Company in 1996.
To the extent readily determinable, and as one of the factors in its
consideration of compensation matters, the Committee considers the anticipated
tax treatment to the Company and to the executives of various payments and
benefits. Under Section 162(m) of the Internal Revenue Code, the Company is
subject to the loss of deduction for compensation in excess of $1,000,000 paid
to one or more of the executive officers named in this Proxy Statement. The
deduction may be preserved if the Company is able to comply with certain
conditions in the design and administration of its compensation programs.
However, interpretations of and changes in the tax laws and other factors beyond
the Committee's control also affect the deductibility of compensation. For these
and other reasons, the Committee will not necessarily limit executive
compensation to that deductible under Section 162(m). The Committee will
consider various alternatives to preserving the deductibility of compensation
payments and benefits to the extent consistent with its other compensation
objectives. The Committee believes all compensation paid in fiscal year 1996 is
deductible by the Company.
MENACHEM ROSENBERG, GEORGE ZOFFINGER
MEMBERS OF THE COMPENSATION COMMITTEE
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<PAGE>
PERFORMANCE GRAPH
The following line graph displays the cumulative total return to
stockholders of the Company's Common Stock from August 19, 1993 (the date of the
Company's initial public offering of Common Stock) to December 31, 1996,
compared to the cumulative total return for the S&P 500 Composite Index and to
the S&P Long-Term Care Composite Index.
[graph appears here]
[customer to supply plot points]
The graph assumes a $100 investment in the Common Stock on August 19, 1993
at the initial offering price of $6.67 per share. The graph also assumes
investments in the S&P 500 Composite Index and the S&P Long-Term Care Composite
Index of $86 and $84, respectively, on December 31, 1991. The value of these
investments would have amounted to $100 on August 19, 1993.
Although the Common Stock has been publicly held only since August 1993,
the graph shows the performance of the S&P 500 Composite Index and S&P Long-Term
Care Composite Index for the past five years. This information is being provided
as the Company believes that it enhances the reader's understanding of the
performance of the Common Stock. Depicting the two indices only for the period
that the Common Stock has been publicly held would deprive the reader of the
historical perspective of the indices.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock on June 16, 1997, with respect to (i) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock; (ii) each person who is currently a director or
nominee to be a director of the Company; (iii) all current directors and
executive officers of the Company as a group; and (iv) the Company's Co-Chief
Executive Officers and those persons named in the Summary Compensation Table. To
the best of the Company's knowledge, except as otherwise noted, the holders
listed below have sole voting power and investment power over the Common Stock
they beneficially own.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER NUMBER OF SHARES (1) PERCENT OF CLASS
<S> <C> <C>
Moshael J. Straus
The Multicare Companies, Inc.
411 Hackensack Avenue
Hackensack, New Jersey 07601............................................................ 7,006,983(2) 21.6%
Daniel E. Straus
The Multicare Companies, Inc.
411 Hackensack Avenue
Hackensack, New Jersey 07601............................................................ 7,006,983(2) 21.6%
Pilgrim Baxter & Associates, Ltd. (3)
1255 Drummers Lane, Suite 300
Wayne, Pennsylvania 19087-1590.......................................................... 2,232,400 6.9%
Wellington Management Company, LLP (4)
75 State Street
Boston, Massachusetts 02109............................................................. 1,963,000 6.1%
Stuart H. Altman.......................................................................... 9,849 *
Constance B. Girard-diCarlo............................................................... 9,691 *
Menachem Rosenberg........................................................................ 19,300 *
Alan D. Solomont (5)...................................................................... 343,137 *
George R. Zoffinger....................................................................... 18,203 *
Stephen R. Baker.......................................................................... 136,588 *
Paul J. Klausner.......................................................................... 117,868 *
Andrew Horowitz........................................................................... 13,869 *
Mark R. Nesselroad........................................................................ 10,142 *
Bradford C. Burkett....................................................................... 19,714 *
All directors and executive officers as a group (20 persons).............................. 14,953,745 46.9%
</TABLE>
(1) Includes for all directors, nominees and executive officers options to
purchase an aggregate of 1,493,314 shares of Common Stock which are
currently exercisable or will be exercisable within the next 60 days.
(2) Excludes shares owned by the other Co-Chief Executive Officer that the named
Co-Chief Executive Officer has the right to purchase upon the death of such
other Co-Chief Executive Officer. On June 16, 1997, each Co-Chief Executive
Officer entered into a Tender Agreement and Irrevocable Proxy pursuant to
which, among other things, each agreed to (i) validly tender and not
withdraw, pursuant to the terms of the Offer, all of the shares of Common
Stock owned by him and (ii) vote such shares of Common Stock in favor of the
Merger, the execution and delivery by the Company of the Merger Agreement
and the approval and adoption of the Merger and the terms thereof and each
of the other actions contemplated by the Merger Agreement and the Tender
Agreement and Irrevocable Proxy and any actions required in furtherance
thereof. In addition, each Co-Chief Executive Officer granted to, and
appointed the Purchaser and any designee of the Purchaser such Co-Chief
Executive Officer's proxy and attorney-in-fact (with full power of
substitution) to vote such shares of Common Stock in accordance with the
foregoing.
(3) The following information was provided to the Company by Pilgrim Baxter &
Associates, Ltd. ("Pilgrim Baxter"): Consists of shares of Common Stock held
by the PBHG Growth Fund of The PBHG Funds, Inc. The PBHG Growth Fund is
advised by Pilgrim Baxter. As of December 31, 1996, Pilgrim Baxter had
voting power and dispositive power as follows: Sole voting power -- 0
shares; shared voting power -- 2,232,400 shares; sole dispositive
power -- 2,232,400 shares; and shared dispositive power -- 0 shares.
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<PAGE>
(4) The following information was provided to the Company by Wellington
Management Company, LLP ("WMC"): WMC is an investment adviser registered
with the Commission under the Investment Advisers Act of 1940, as amended.
As of December 31, 1996, WMC, in its capacity as investment adviser, may be
deemed to have beneficial ownership of 1,963,000 shares of Common Stock that
are owned by numerous investment advisory clients, none of which is known to
have such interest with respect to more than five percent of the class. As
of December 31, 1996, WMC had voting power and dispositive power as follows:
Sole voting power -- 0 shares; shared voting power -- 1,307,500 shares; sole
dispositive power -- 0 shares; and shared dispositive power -- 1,963,000
shares.
(5) Mr. Solomont resigned as an officer and a director of the Company on March
28, 1997.
COMPENSATION OF DIRECTORS
Each non-employee director receives a director's fee of $10,000 for each
year in which he or she serves as a director and a $1,000 stipend for each Board
meeting attended, as well as a $500 stipend for each Committee meeting attended.
Each non-employee director may elect to receive payment of such fees in Common
Stock in lieu of cash in accordance with the terms and conditions of the
Company's Non-Employee Director Retainer and Meeting Fee Plan. Each person
serving as a non-employee director on May 8, 1996 was issued non-qualified
options to purchase 4,500 shares of Common Stock at an exercise price of $18.67
per share pursuant to the Company's Stock Option Plan for Non-Employee
Directors. Directors who are employees of the Company or any of its subsidiaries
do not receive additional compensation for service on the Board.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors to file initial reports of ownership and reports of changes of
ownership of the Company's Common Stock with the Commission. Executive officers
and directors are required to furnish the Company with copies of all Section
16(a) forms that they file. Based upon a review of these filings and written
representations from certain of the Company's directors and executive officers
that no other reports were required, the Company notes that Mr. Rosenberg
inadvertently failed to file a Statement of Changes in Beneficial Ownership on
Form 4 to report one transaction which was subsequently reported on Mr.
Rosenberg's Annual Statement of Changes in Beneficial Ownership on Form 5.
14
