<PAGE>
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Check the appropriate box:
|_| Preliminary Consent Statement
|_| Definitive Consent Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or
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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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(I)(1)
and 0-11.
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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<PAGE>1
FOR IMMEDIATE RELEASE
CONTACT:
Mark H. Harnett
MacKenzie Partners, Inc.
(212) 929-5877
ZAUCHA GROUP ANNOUNCES VICTORY IN
NORTHSTAR HEALTH SERVICES PROXY FIGHT
WITH MORE THAN 60% OF THE VOTE
Thomas Zaucha and his Committee to Protect Northstar Health announced
today that they have removed and replaced a majority of the Board of Directors
of Northstar Health Services, Inc. (NSTRE:O) by collecting and delivering to the
company the written consents of a majority of all Northstar shares outstanding.
The new Northstar Board of Directors has already met and has elected Mr. Zaucha
as Chairman of the Board, President and Chief Executive Officer. Former
directors Steven Brody, Robert Smallacombe and David Watson have been removed
from their executive positions with Northstar.
"This is a great day for Northstar Health, and all of its shareholders,
therapists, employees and clients. Now that the shareholders have given
the new board this prompt and resounding endorsement, it's time to get
back down to business," Zaucha said.
The Committee delivered consents representing 3,581,797 shares, or 61%
of the 5,867,153 Northstar shares outstanding. Michael Lyall of Commonwealth
Associates commented:
"This remarkably high percentage reflects a sense of genuine outrage on
the part of Northstar's large and small shareholders alike being shut
out of their company for the past year. It constitutes a firm mandate
to Tom Zaucha and the new Board to end wasteful investigations and
spending and to focus management efforts on restoring ties with the
capital markets and with shareholders. It also sends an unmistakable
message to Brody and Smallacombe that there is no point in further
expensive legal quibbling with shareholders and new Board."
Mr. Zaucha stated that he believed that this vote means a quick end to
all outstanding disputes:
"Several members of the old Board have told me that they see no sense
in tying up the Company in litigation now that a solid vote is in. If
this responsible attitude prevails, we can start moving forward right
away to restore Northstar to health."
-more-
<PAGE>2
Committee to Protect Northstar
March 24, 1997
Page two
Mr. Zaucha also reaffirmed his recent pledges to convert all of the
Northstar subordinated debt he holds into preferred or common equity on terms to
be approved by both an independent committee of the new board and by a majority
of unaffiliated stockholders, and to submit all of his leases with the Company
to review by independent appraisers. The new Board has also agreed to establish
a Shareholder Advisory Committee that will meet regularly with the Board of
Directors and management to keep them apprised of shareholder views.
In addition to Mr. Zaucha, the new members of the Northstar Board are:
Lawrence F. Jindra, M.D. (38) has served as a principle with Life Science
Ventures Ltd. since 1994. Dr. Jindra has also served as the Assistant Chief of
Ophthalmology and as the Founder and Director of the Glaucoma Consultation Unit
of the United States Department of Veteran's Affairs Northport V.A. Medical
Center since 1994 and 1989, respectively.
James H. McElwain (50) has served as the Chief Operating Officer of S. W. Jack
Drilling Company since January 1995. From September 1988 until December 1994,
Mr. McElwain served as Vice President of Finance of Keystone Rehabilitation
Systems, Inc., which merged with the Company in 1995.
Mark G. Mykityshyn (39) has served as a Technical and Financial Consultant with
High Technology Venture Finance since 1995. Mr. Mykityshyn has also served as a
Management and Technology Consultant with Booz Allen & Hamilton, Inc. since 1993
and was an Adjunct Professor of Aeronautics at The George Washington University
from 1994-1995. Prior to 1993, Mr. Mykityshyn served as an aviator in the United
States Marine Corps (1982-1989) and earned the Degree of Engineer of
Aeronautical and Astronautical Engineering and the Degree of Master of Science
in Aeronautical and Astronautical Engineering from the Massachusetts Institute
of Technology and a Master of Science Degree in Public Administration (Science
and Technology Policy concentration) from Harvard University (1990-1993).
Roger J. Reschini (59) founded the Reschini Agency, Inc. (the "Reschini
Agency"), a multiple line insurance agency, in 1979 and founded TFID, Inc. a
real estate development company, in 1984. Mr. Reschini has also been recipient
of a Benjamin Rush Award and a Paul Harris Fellowship. The Reschini Agency acts
as the Company's broker for professional and general liability insurance for
which the Company pays premiums of approximately $300,000 annually and the
agency retains customary commissions.
David B. White (41) is a name partner of Burns, White & Hickton (Pittsburgh,
PA). Mr. White was admitted to the practice of law in 1982, and he is currently
a member of the Allegheny County, Pennsylvania and American Bar Associations;
the Hospital Association of Pennsylvania; the National Order of Barristers; and
the Academy of Trial Lawyers. Mr. White's practice areas are personal injury
defense law, automobile law, insurance law and health care law.
-more-
<PAGE>3
Committee to Protect Northstar
March 24, 1997
Page three
PARTICIPANT INFORMATION
The committee to Protect Northstar Health is comprised of its founding member
Mr. Zaucha, Basil J. Asciutto, the Chief Operating Officer of the investment
banking firm Commonwealth Associates, and Joseph F. Micalleff, the Chief
Executive Officer of Associated Sales Tax Consultants, Inc., who own an
aggregate of 1,009,958 shares of the Company's common stock, representing
approximately 16.21% of the Company's shares currently outstanding.
In addition, Commonwealth Associates, the Committee's financial advisor and a
market-maker in the Common Stock in the ordinary course of its brokerage
business, holds 1,257,785 shares of Company Common Stock, constituting
approximately 20.19% of outstanding shares. Commonwealth's customers have sole
voting and dispositive power over such shares, and Commonwealth and the
Committee disclaim any beneficial ownership thereof, although Commonwealth has
recommended to its customers that they support the recommendations of the
Committee.
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