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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earlier event reported) January 16, 1997
NORTHSTAR HEALTH SERVICES, INC.
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(Exact name or registrant as specified in its charter)
DELAWARE 0-21752 25-1697152
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(State of other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
750 HOLIDAY DRIVE, FOSTER PLAZA 9, PITTSBURGH, PENNSYLVANIA 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 920-1730
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_________________________________________________________________
(Former name or former address, if changes since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes __ No X
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Item 1. Change in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
On February 13, 1997, the Board of Directors of Northstar Health
Services, Inc., released a statement in response to SEC filings seeking control
of the Board of Directors filed by Thomas Zaucha, entities he controls, and
Commonwealth Associates, an investment banking firm, formerly and perhaps
currently, closely associated with former Chairman, Mark DeSimone.
Item 6. Resignation of Registrant's Directors.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements and Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits - Press Release
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHSTAR HEALTH SERVICES, INC.
By: /s/ Robert J. Smallacombe
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Robert J. Smallacombe, CEO
DATED: February 21, 1997
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Northstar Health Services Inc. Press Release
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For more information contact: Melissa M. Krantz
The Krantz Group, Inc.
(212)891-7235
For Immediate Release
Northstar Health Services, Inc.
Board of Directors Responds to 14A Filing
(Indiana, Pennsylvania) -- February 13, 1997 -- The Board of Directors of
Northstar Health Services, Inc., released the following statement in response to
SEC filings seeking control of the Board of Directors of Northstar filed by
Thomas Zaucha, entities he controls, and Commonwealth Associates, an investment
banking firm, formerly and perhaps currently, closely associated with former
Chairman, Mark DeSimone:
"This action by the Zaucha-Commonwealth group is absurd at this time.
Under direction of this board, Northstar Health Services is in the best
position it has been in some time: it is close to settling its litigation
with shareholders; it is working successfully on its bank financing; it has
successfully restructured its operations; and the 1995 and 1996 audits and
annual reports are approaching completion -- all without the assistance of
Mr. Zaucha. This proxy fight is an attempt to return the Company to its
prior suspect management. Specifically, the history, conduct and
motivation of this group are, at a minimum, suspect and clearly not in the
best interests of Northstar or its shareholders:
1) Commonwealth Associates' apparent collaboration with Mr. Zaucha's
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"committee" represents an attempt by them to avoid rectifying their serious
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conflicts of interest which have plagued Northstar and are being corrected
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by the new Board of Directors. Mr. Zaucha and Commonwealth Associates, his
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representative, had responsibility for the due diligence that was supposed
to have been done with respect to Northstar in 1995. Both failed to
properly examine the self-dealing transactions of Mark DeSimone that has
led up to the resignation of the Company's auditors in March 1996. In
fact, before being hired by Mr. Zaucha to pursue his proxy fight,
Commonwealth Associates (which was paid over $1,800,000 in 1995 for
purported services to Northstar, including due diligence) was fired by the
Board of Northstar for its refusal to cooperate with the Company's
representatives and its continuing secret discussions and relationship with
Mr. DeSimone following disclosure of his defalcations. Prior to that
dismissal, Commonwealth Associates was identified by the Company's
independent investigators as the prime subject of further investigation and
a potential defendant in the racketeering act claims filed by the Company
against Mr. DeSimone and others.
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Further, Commonwealth was subpoenaed on November 21, 1996 and directed to
provide documents pertinent to that racketeering case on December 22,
1996. To date, Commonwealth has not provided a single one of those
documents and the Company is in the process of requesting that they be
held in contempt of court.
2) Mr. Zaucha persistently acts in his own interest with little regard for
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his responsibility to shareholders of Northstar. Mr. Zaucha has refused to
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renegotiate terms of leases on real estate which he owns directly or
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controls and which were leased to Northstar through supposed "arms length"
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negotiations with Mr. DeSimone. An investigation recently revealed that
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rents paid by the Company to Zaucha-related entities are at least twice the
local rental rates for office space, as a result of sweetheart deals with
Mr. DeSimone.
3) In his latest efforts to exploit the Company, Mr. Zaucha sought to
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obtain approximately $115,000 inappropriately from the Company by
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requisitions for payment of tax refunds to which the Company is legally
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entitled. Mr. Zaucha was not entitled to such payment.
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In conclusion, the Board of Directors believes that it is in the best
interest of the shareholders to support the Board of Directors so that they
can stay on their successful course to ensure shareholder value and
continued vitality. Any change in corporate governance at this time would
be a disruption of the progress this Board has made. The last thing
Northstar's stakeholders need is a return to the conflicts of interest of
prior management."
Northstar Health Services, Inc. is a leading regional provider of
rehabilitation therapy, mobile diagnostics, subacute contracted care and related
services at outpatient rehabilitation clinics and by contact to other health
care facilities in Pennsylvania, Ohio, Illinois and West Virginia.
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