<PAGE>
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Section 240.14a-12
Northstar Health Services, Inc.
(Name of Registrant as Specified In Its Charter)
Thomas W. Zaucha
(Name of Person(s) Filing Consent Statement)
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Thomas W. Zaucha
COMMITTEE TO PROTECT NORTHSTAR HEALTH
100 LAFAYETTE CIRCLE
INDIANA, PENNSYLVANIA 15701
MARCH 7, 1997
DEAR FELLOW STOCKHOLDER:
By now you should have received a definitive proxy statement and a BLUE
consent card that will enable you to join me in my fight to regain control of
Northstar Health. My earlier letters have described the reasons why Steve Brody,
Bob Smallacombe and their followers must be removed as Northstar directors. I am
writing you now to urge you to send in your BLUE cards as soon as you can (an
extra card is enclosed with this mailing for your convenience), because:
THE SOONER WE VOTE
THE SOONER THEY'RE OUT!
Under the Delaware law governing consent solicitations of this kind,
we, the stockholders, can take action as soon as we have the written consent of
a majority of the outstanding shares. My group, the Committee to Protect
Northstar Health, has asked you to send in your BLUE card no later than March
21, 1997, but the sooner we reach a majority, the less time Brody and
Smallacombe will have to further drain the corporate treasury to enrich and
entrench themselves.
SILENCE = DEFEAT
You may have recently received a letter from the Brody/Smallacombe
group of directors, urging shareholders not to send in their BLUE cards until
the Board furnishes "detailed information". Don't be fooled by this request.
Under the Delaware law governing consents, my effort will fail if I haven't
collected SIGNED, DATED consent cards representing the requisite majority within
60 days of February 5, the record date for this consent action. The
Brody/Smallacombe group doesn't need to send you a card, or garner a single vote
in favor of its position in order to remain in office: all it has to do is
persuade the stockholders not to act. A share not voted is a vote for Brody and
Smallacombe.
That is why I say that silence equals defeat. If we fail to act, or
fail to act in time, Brody and Smallacombe will win.
<PAGE>2
CALL BRODY AND SMALLACOMBE TO ACCOUNT!
Brody and Smallacombe's letter offers no defense of their outrageous
stock options or their entrenchment actions. It only hints at "detailed
information" to be provided at some unspecified future date. Many Northstar
stockholders, in addition to the members of the Committee, have already told me
that they are ready to vote with us. Nevertheless, if you feel you need to learn
about Brody and Smallacombe's "detailed information" before you vote, I have a
suggestion: call Steve Brody or Bob Smallacombe yourself at the Company's
offices at (412) 349-7500 and ask them the following questions:
- Do you deny anything that Tom Zaucha has been telling shareholders
about your lucrative consulting contracts, stock options and management
entrenchment actions?
- Why did you grant yourselves 200,000 options each at $1.75 per share,
before the Company's 1995 or 1996 financial results were published?
- Why did you vote against Tom Zaucha's motion to condition the vesting
of your options on stockholder approval?
- Do you seriously expect stockholders to believe that you fired Tom
Zaucha for any "cause" other than his campaign to have you voted out of
office?
Unless you receive a convincing answer to these questions, I don't
think Brody and Smallacombe's "additional information" will be worth waiting
for.
DON'T BE MISLED BY BRODY AND SMALLACOMBE
Brody and Smallacombe's letter doesn't even try to deny or defend their
actions. Those actions are too well documented to deny, and too egregious to
defend. Instead, they have launched a smear campaign in an attempt to distract
your attention from the real issues. In answer, I simply note the following:
Northstar is much more than a financial investment to me: it represents
my life's work. Two-thirds of our clinics are facilities I founded or acquired
as the owner of Keystone Rehabilitation. As soon as this fight is over, I am
fully committed as stockholder, lessor and subordinated debt holder to working
with the independent directors on the new Northstar board and with the Company's
senior lenders to develop and implement a sound capital restructuring plan that
is fair to all concerned.
I was the person who uncovered the related party transactions involving
prior management, and demanded the resignation of my predecessor, Mark DeSimone.
Brody and Smallacombe know full well that it was the questions regarding
DeSimone's integrity and related party transactions that KPMG Peat Marwick cited
as reasons for its resignation, and that resulted in shareholder suits and
government investigations. No one suffered greater losses at the hands of Mr.
DeSimone than I, and no one has been more instrumental in causing his departure
and pursuing him through legal means. Any suggestion that Mark DeSimone has any
connection with this proxy fight is absolutely false and totally absurd.
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The Committee's financial advisor, Commonwealth Associates, and the
Northstar stockholders who are its clients have also suffered as a result of the
Company's recent difficulties, and Commonwealth has assured me that it has had
no business dealings with DeSimone since his resignation.
In fact, it seems to me that the only people who have benefited from
DeSimone's dealings with the Company are named Brody and Smallacombe, the
self-described "crisis managers" who have turned Northstar's crisis into a
bonanza for themselves. Brody and Smallacombe have now collected consulting and
other fees from the Company in the last 10 months alone in the staggering
amount of $562,000!
I've been told by institutional investors friendly to our cause that
Brody and Smallacombe recently have been visiting them and telling wild tales
about my character that nobody who knows me would believe for one second. By way
of a response, I'm enclosing an unsolicited letter to the editor published in
the Indiana Gazette last week, that talks about some of the things I've given
back to the community that has supported Keystone/Northstar for over 18 years.
I've also been very moved by an outpouring of support from all levels
of the Company's workforce. My message to those loyal employees has been simple,
"Thanks, but just keep your head down, do your job and don't do anything that
could get you fired. I have the resources to handle this fight, and I plan to be
back at Northstar soon." Our key facility directors are chafing under Brody's
and Smallacombe's top-down style of management by decree, and I am convinced
that once my team is back in office, our partnership relationships with our key
clinics will be stabilized and enhanced.
If you have any questions about the mechanics of getting your proxy
card in, call our proxy solicitors, MacKenzie Partners, Inc. toll free at (800)
322-2885 or (212) 929-5500 collect. And if you would like to talk to me
personally about Northstar and its future, about Brody and Smallacombe or about
me, you can call me at home, toll free at (800) 646-2506.
Send in your BLUE proxy card today. The Committee to Protect Northstar
Health needs your vote by March 21, 1997 to put Northstar back on the road to
recovery.
Very truly yours,
Thomas W. Zaucha
P.S. Don't forget to SIGN and DATE your consent card. A card which is missing
either one will not be counted as valid, and failing to vote, or vote validly,
is the same as a vote against the Zaucha slate.
<PAGE>
March 3, 1997
Tom Zaucha Deserving of Support
A good friend of mine has remarked on several occasions that Tom
Zaucha's statue should be in front of the Indiana County Court House alongside
Jimmy Stewart. If statues are built to venerate people who display outstanding
citizenship, selfless generosity, and commitment to the betterment of one's
community, I must agree with my friend.
Tom Zaucha has contributed more to the Indiana community than most of
us put together. From the skating rink on East Pike to the Alumni Foundation at
Indiana University of Pennsylvania, Tom has worked tirelessly to make Indiana a
wonderful place to live. Each of us owes a great debt to Tom and we are
fortunate to claim him as our friend and neighbor.
Now, according to published reports, Tom Zaucha is locked in a bitter
fight to keep his job at the company he built from scratch. Although few of us
are privy to the details of this corporate battle, we do know that Tom Zaucha is
a good man who has remained steadfast to our community; now it is our turn to
remain steadfast to him. He deserves our unwavering support during these
unfortunate times.
Indiana is a town that stands by its friends and Tom Zaucha is our
friend. Although he does not yet have a monument in front of the courthouse, his
contributions to Indiana have been monumental and so too should be our
commitment back to him.
Jeff Docking
Indiana, Pa.
