Bradley T. MacDonald & Associates
December 6, 1997
Dear Fellow Shareholder:
We are requesting your vote to assist us in our quest to be
elected as directors of HealthRite Inc. ("HealthRite" or the
"Company"). As set forth in detail in the enclosed Proxy
Statement, each of the members of our Committee, who are the
opposition nominees for HealthRite's Board of Directors, bring
unique and valuable talents to the Company. Our Board nominees
consist of the following individuals:
Bradley T. MacDonald, Co-Chairman of the Committee, the
former President and CEO of HealthRite;
Charles Richard Walgreen, Sr., Co-Chairman of the
Committee, the President and CEO of Walgreen Asset Group,
a holding company which owns and operates a diverse group
of companies, and formerly an executive with the Walgreen
Company, a national chain of 2,600 drug stores;
David H. Panasci, former President and COO of Fay's
Incorporated, the corporate parent of Fay's super drug
stores, until the sale of the stores in 1996 to J.C.
Penney;
Ronald O. Hauge, the founder of Montana Naturals and its
President until the merger with HealthRite in 1992;
David M. Green, the Chairman and CEO of Southwest
Supermarkets, L.L.C.;
Reed Vordenberg, the founder and President of Vordenberg
Marketing, Inc., a sales and marketing consulting firm
for several major national brands; and
Beverly L. Valore, Esquire, an attorney with a masters in
science from Drexel University in Philadelphia.
We have brought together a very talented team with expertise
in the operations, marketing, retailing, and product development of
consumer products. In addition, we believe the long-term
relationships between many of our nominees and major national drug
chains and supermarkets will assist the Company in obtaining
valuable shelf space and will result in substantially increased
product sales. Further, with careful cost control and strong
management, we are confident we can reduce operating costs and make
the Company a more profitable enterprise.
Enclosed with this letter is the Committee's Proxy Statement.
We urge you to read it carefully and then complete the attached
GREEN proxy card electing the Committee members as the Company's
new Board of Directors.
Your vote is important to us. Please complete the Green Proxy
Card, date it, sign it and return it to us in the envelope we have
provided. Even if you have already voted by completing the white
proxy card sent to you by current management, you may change your
vote by completing, dating and signing the Committee's GREEN card
and returning the GREEN card to us. The signed proxy card with the
latest date will be counted as your vote.
Should you have any questions or require additional
information, please contact:
BEACON HILL PARTNERS, INC.
Toll Free at 1-800-755-5001
Thank you for your support of the Committee. We will do our
utmost to make HealthRite a profitable company and your investment
a valuable part of your portfolio.
Very Truly Yours,
/s/Charles Richard Walgreen, Sr.
Charles Richard Walgreen, Sr.
Co-Chairman
/s/ Bradley T. MacDonald
Bradley T. MacDonald
Co-Chairman
<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
HEALTHRITE INC.
(Name of Registrant as Specified in its Charter)
Bradley T. MacDonald
(Name of Person(s) Filing Proxy Statement)
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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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 its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
BRADLEY T. MACDONALD & ASSOCIATES
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
HEALTHRITE INC.
_______________
Annual Meeting of Stockholders
to be held on December 17, 1997
_______________
TO ALL STOCKHOLDERS OF HEALTHRITE INC.:
This Proxy Statement and the enclosed GREEN Proxy Card
are furnished to you by a committee consisting of Bradley T.
MacDonald, David M. Green, Ronald O. Hauge, David H. Panasci,
Beverly L. Valore, Reed Vordenberg, and Charles Richard
Walgreen, Sr. (the "Committee"), in connection with its
solicitation of proxies for use at the annual meeting of
stockholders of HealthRite Inc. ("HealthRite" or the "Company")
scheduled to be held on Wednesday, December 17, 1997 at
10:00 a.m., Eastern time, at the offices of the Company, 1145
Cronhill Drive, Owings Mills, Maryland 21117, and any and all
adjournments thereof (the "Annual Meeting").
The Committee beneficially owns 469,200 shares of
HealthRite Common Stock, $.001 par value per share (the "Common
Stock") which represents 10.67% of the total number of shares of
Common Stock outstanding as of November 12, 1997, the record date
for determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting. According to public filings, two
members of the Committee, Bradley T. MacDonald and Ronald O.
Hauge, are two of the largest stockholders of HealthRite.
According to the proxy statement of the current board
of HealthRite dated November 12, 1997 (the "Board's Proxy
Statement"), the matters to be voted on at the Annual Meeting
will include the election of seven individuals who will
constitute HealthRite's Board of Directors. In opposition to
management and the current Board of Directors, the Committee is
proposing seven nominees for election as directors of HealthRite.
The Committee is opposing the slate of nominees proposed by
management and the current Board of Directors because the
Committee believes that its nominees can increase HealthRite's
sales and profits as a result of their personal knowledge and
experience in retail sales and distribution of consumer products
such as HealthRite's dietary supplements and their long-term
relationships with major retail drug store and supermarket chains
such as Walgreens, American Stores, Longs Drug Stores, Eckerd
Drug Stores, Fred Meyer, and Southwest Supermarkets. (See
"Reasons for the Solicitation.")
HealthRite has set November 12, 1997, as the record
date (the "Record Date") for determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting.
According to the Board's Proxy Statement, 4,276,472 shares of
HealthRite Common Stock were issued and outstanding as of the
Record Date. The holders of Common Stock are entitled to one
vote for each share held. This Proxy Statement and the enclosed
GREEN Proxy Card will first be mailed to stockholders on or about
December 6, 1997. HealthRite's principal executive offices are
at 711 Fifth Avenue, New York, New York 10022.
IMPORTANT
YOUR VOTE IS IMPORTANT. The reasons for the Committee
solicitation are explained in this Proxy Statement, which you are
urged to read carefully. If you agree with the Committee's
positions, no matter how many or how few shares of Common Stock
you own, please vote FOR the Committee's nominees by promptly
signing and dating the enclosed GREEN Proxy Card and mailing it
in the envelope provided. (See "Reasons for Solicitation.")
For assistance or further information, please call:
BEACON HILL PARTNERS, INC.
Toll Free at 1-800-755-5001
In New York: 1-212-843-8500
Dated: December 5, 1997
<PAGE>
At the Annual Meeting, seven directors are to be
elected to hold office for a one-year term. The Committee's
nominees, if elected, will replace the existing Board.
Properly executed proxies will be voted in accordance
with the directions indicated thereon. If a stockholder
indicates no direction, the Committee's proxyholders will vote
FOR the election of the Committee's nominees to the Board of
Directors (see "The Committee's Nominees for Election as
Directors" and "Certain Additional Information"), and FOR
management's proposal to amend the HealthRite Inc. Stock Option
Plan to increase the number of shares of Common Stock under the
Plan to 700,000, and will vote, in their discretion, on such
other matters as may properly come before the Annual Meeting.
If you have executed and returned management's white
proxy card, you have every right to change your vote by signing
and returning the enclosed GREEN Proxy Card. ONLY YOUR LATEST
DATED PROXY WILL COUNT AT THE ANNUAL MEETING. Any proxy may be
revoked at any time before it is voted by (i) submitting a duly
executed proxy bearing a later date, (ii) filing with the
Secretary of HealthRite a written revocation, or (iii) attending
the Annual Meeting and voting in person.
If your shares are held in the name of a brokerage
firm, your broker cannot vote your shares unless he or she
receives your specific instructions. Please sign and date the
enclosed Green Proxy Card and return it to your broker in the
envelope which he or she provided. By doing so, you will be
giving your broker the specific instructions required to vote for
the Committee's nominees.
THE COMMITTEE
The Committee was organized by a group of HealthRite
stockholders who believe that it is vitally important to
HealthRite's future that its Board of Directors include people
with knowledge and experience in the retail sale and distribution
of consumer products similar to HealthRite's dietary supplement
products and who have long-term relationships with major
drugstore chains, supermarkets, and other retail outlets for
HealthRite's products. Charles Richard Walgreen, Sr., David H.
Panasci, David M. Green, and Reed Vordenberg have extensive
knowledge and experience, each in an executive capacity, with
major retail chains. Further, they have maintained important
business relationships with these major retail chains. The
Committee's nominees have significant management experience with
both publicly traded and privately held companies. In addition,
Bradley T. MacDonald, former President and Chief Executive
Officer of HealthRite, and Ronald O. Hauge, founder of Montana
Naturals Int'l., Inc., have the knowledge of HealthRite and the
dietary supplement industry necessary to manage the day-to-day
operations of HealthRite.
Set forth below are descriptions of the background and
qualifications of the Committee's nominees for election as
directors of HealthRite:
Bradley T. MacDonald
Bradley T. MacDonald was President and Chief Executive
Officer of HealthRite from March, 1996 to August, 1997, when he
resigned as a result of disagreements with Warren H. Haber and
John L. Teeger, the current Chairman and Chief Financial Officer,
respectively, over the direction of the Company and management of
the Company's operations. Under Mr. MacDonald's management,
HealthRite's earnings increased from a loss of $366,000 in 1995
to net profits of $283,000 in 1996. Under Mr. MacDonald's
leadership, HealthRite obtained an 80% loan guarantee from the
State of Montana and a $5 million financing commitment for the
expansion of HealthRite's manufacturing and distribution
facilities. In addition, the Company's products began to be
carried by major chains such as Osco Drug, Rite Aid, Publix and
the Army Air Force Exchange Service.
Mr. MacDonald is familiar with all aspects of
HealthRite's operations, from production to distribution and
marketing, and is aware of HealthRite's strengths and weaknesses.
Charles Richard Walgreen, Sr.
Charles Richard Walgreen, Sr. is the President and
Chief Executive Officer of Walgreen Asset Group, a holding
company which owns and operates a diverse group of companies.
Prior to becoming President of Walgreen Asset Group, Mr. Walgreen
was an executive in the Marketing/Purchasing Department of
Walgreen Company with responsibility for purchasing over-the-
counter consumer products for Walgreen Company's 2,600 stores. A
great grandson of the founder of the Walgreen Company, the
largest drugstore chain in the United States, and the oldest of
the fourth generation of Walgreens to be involved in the family
business, Mr. Walgreen has substantial experience in the retail
drugstore industry. Mr. Walgreen is a graduate of Drake
University and holds an MBA from the University of Notre Dame.
David H. Panasci
David H. Panasci was President and Chief Operating
Officer of Fay's Incorporated, the corporate parent of Fay's
super drugstores, from 1993 until Fay's was sold to J.C. Penney
in 1996. Mr. Panasci is currently a consultant to Eckerd Drug,
the successor to Fay's. During his 18 years with Fay's,
Mr. Panasci became familiar with all aspects of Fay's business,
including directing purchasing products for Fay's drug division.
Mr. Panasci has significant experience in managing companies and
developing strategic business plans.
Ronald O. Hauge
Ronald O. Hauge was the founder of Montana Naturals
Int'l., Inc. and has 13 years of experience in the health food
industry. As President of Montana Naturals Int'l., Inc. from
1982 until the merger with HealthRite, Mr. Hauge was responsible
for product development and marketing and for growing Montana
Naturals' sales to $4 million with international distribution of
its products. Mr. Hauge, as the owner of 170,000 shares of
Common Stock, is one of the largest shareholders of HealthRite.
David M. Green
David M. Green is the Chairman and Chief Executive
Officer of Southwest Supermarkets, LLC, a supermarket chain based
in Phoenix, Arizona with 42 stores in Arizona, California and
Texas. Mr. Green has 25 years of experience in the supermarket
and drugstore industry and has been President of two other
supermarket chains in the southwestern United States prior to
joining Southwest Supermarkets.
Reed Vordenberg
Reed Vordenberg is the founder and President of
Vordenberg Marketing, Inc., a private label sales and marketing
consulting company. Vordenberg Marketing has provided marketing,
consulting, sourcing, advertising, package design and quality
assurance assistance to companies such as Heinz, Starkist, Ore
Ida Potatoes, Jergens, Marketing Corporation of America, and many
retailer brands. Vordenberg Marketing has developed complete
private label programs for several major retailers covering over
2,500 items and ten different labels. Reed Vordenberg's
substantial marketing and advertising experience in the
development of private label and branded products would greatly
assist the Committee's goals of increasing HealthRite's sales and
the recognition of its branded products.
Beverly L. Valore
Beverly L. Valore is the principal of Valore Chartered
Law Offices in Linwood, New Jersey. She has acquired management
and technology expertise in operating the business side of law
for the past 10 years. On the legal side, one of Ms. Valore's
primary practice areas is drug product liability law. She is a
graduate of Rutgers University Law School in Camden, New Jersey.
Ms. Valore an extensive background in science and medicine. She
has a Masters of Science from Drexel University and was a student
in the medical school graduate program at Temple University for
two years. Ms. Valore has been a lecturer for numerous
organizations and as such has participated in continuing
education courses. Her background in education was acquired when
she obtained a teaching certificate in secondary education. Her
teaching degree was in comprehensive science from Stockton State
College.
REASONS FOR THE SOLICITATION
The Committee believes that the key to HealthRite's
future growth and profitability is a Board of Directors with the
necessary blend of experience and knowledge of (i) distribution
of consumer products through major sales outlets such as national
and regional supermarket and drugstore chains, (ii) product
marketing and advertising, and (iii) production and product
development in the dietary supplement and health food industry.
The Committee believes its nominees have this knowledge and
experience and through Charles Richard Walgreen, Sr., David H.
Panasci, David M. Green, and Reed Vordenberg, the business
relationships in the supermarket and drugstore chains to provide
valuable assistance in the marketing and distribution of
HealthRite's products.
If elected as the directors of HealthRite, the
Committee's nominees intend to rehire Bradley T. MacDonald as
Chairman and Chief Executive Officer of HealthRite and to hire
Reed Vordenberg as President . The initial goals of the
Committee's nominees will be to reduce costs by consolidating
production facilities and to restructure sales and marketing
efforts by focusing on distribution of HealthRite's products
through major supermarket and drugstore chains and to continue to
grow the Company's health food business.
By consolidating all production in Montana, the Company
can realize cost savings as a result of Montana's lower labor
costs and the elimination of duplicative production facilities.
The Committee would seek to obtain a tenant for the Company's
Baltimore facility or form a joint venture for the production of
other products for such facility. The Maryland offices would be
maintained for the sales, administrative, and financial
functions.
The Committee intends to focus the Company's sales
efforts on drugstore and supermarket chains to increase the
Company's sales. In addition to using the contacts of the
Committee's members with major retail outlets, the Committee's
nominees intend to hire a sales specialist with experience in
sales and distribution of consumer products to drugstore and
supermarket chains. The Company's sales representatives would be
consolidated in the Company's existing offices to coordinate
sales efforts and facilitate training of the Company's sales
staff.
In opposition to HealthRite's Board of Directors, the
Committee is soliciting proxies to elect Bradley T. MacDonald,
David M. Green, Ronald O. Hauge, David H. Panasci, Beverly L.
Valore, Reed Vordenberg, and Charles Richard Walgreen, Sr., as
directors of HealthRite, each to serve for a one-year term and
until their successors have been duly elected and qualified. The
Committee is also soliciting proxies to vote in their discretion
on any other matters that may come before the Annual Meeting.
The Committee beneficially owns 469,200 shares of Common Stock,
which represents 10.67% of total shares outstanding as of the
Record Date. According to public filings as of the Record Date,
two members of the Committee, Bradley T. MacDonald and Ronald O.
Hauge, are two of the largest stockholders of HealthRite.
THE COMMITTEE'S NOMINEES FOR ELECTION AS DIRECTORS
Under HealthRite's Bylaws, the number of directors is
fixed from time to time by the Board of Directors or the
stockholders. Directors serve one-year terms. According to the
Board's Proxy Statement, the number of directors has been fixed
at seven; and seven directors are to be elected at the Annual
Meeting to hold office for the ensuing year. In opposition to
management and the current Board of Directors, the Committee is
proposing a slate of seven directors. The Committee's nominees
have substantial experience in retail distribution of dietary
supplement products such as HealthRite's, qualities the Committee
believes to be important for individuals serving as HealthRite
directors.
Each of the Committee's nominees has consented to serve
as a director if elected. The Committee does not expect that any
of its nominees will be unable to stand for election, but if, by
reason of an unexpected occurrence, one or more of the nominees
is not available for election, the shares represented by the
enclosed GREEN Proxy Card will be voted for a substitute nominee
selected by the Committee.
The following table sets forth certain information
regarding the Committee nominees. Unless otherwise indicated in
a footnote, the beneficial owner of shares of Common Stock has
sole voting and investment power over such shares.
<TABLE>
<CAPTION>
Present Principal Beneficial
Occupation and Ownership Percent
Principal Occupation of Shares of
Name, Business During the Last as of Common
Address and age Five Years 11/12/97 Stock
<S> <C> <C> <C>
Bradley T. MacDonald President and CEO of 229,000* 5.36%
9332 Owings Choice Court HealthRite from March
Owings Mills, MD 21117 1996 to August 1997;
(Age 50) Program Director of the
United States Mint from
1994 to 1996; Deputy
Director and CFO of Retail,
Food & Hospitality and
Recreation Business of U.S.
Marine Corps 1991-1994
David M. Green President, Chairman and COO 22,000 0.51%
10128 East Topaz Drive of Southwest Supermarkets,
Scottsdale, AZ 85258 LLC, a Phoenix, AZ super-
(Age 42) market chain since January
1997; President and CEO of
Smitty's Super Valu, Inc.
from 1992 to 1996; President
of Ralph's Supermarkets from
1996 to 1997
Ronald O. Hauge Field Representative with 170,000** 3.98%
119 Daly Avenue Guardian Life Ins. Co. since
Missoula, MT 59801 1995; Consultant with Montana
(Age 51) Naturals Intl., Inc. from 1994
to 1995; Representative to
Japan for the State of Montana
from 1993 to 1994; Consultant
with Montana Naturals Intl., Inc.
during 1992 with responsibility
for marketing and new product
development; from 1982 to 1992
President, CEO and founder of
Montana Naturals Intl., Inc.
David H. Panasci President and CEO of Fay's 30,100 0.70%
4914 West Genesee Street Incorporated (publicly
Camillus, NY 13031 held parent company of
(Age 39) Fay's super drug stores
and the Paper Cutter) 1994
-1996; Prior thereto Execu-
tive Vice President from
July 1992 to April 1993
Beverly L. Valore Attorney with Valore Law 2,000 0.05%
Linwood Commons Firm, P.C.
Suite C-4
2106 New Road
Linwood, NJ 08221
(Age 55)
Reed Vordenberg President and founder of 12,000*** 0.28%
34119 West 12 Mile Road Vordenberg Marketing, Inc.
Suite 365 (marketing and advertising
Farmington Hills, MI 48331 consultants)
(Age 47)
Charles Richard Walgreen, Sr. President and CEO of 4,100 0.10%
736 North Western Avenue Walgreen Asset Group, a
Suite 245 holding company which
Lake Forest, IL 60045 owns and operates a
(Age 37) diverse group of companies,
since 1997. Prior thereto
executive purchasing
manager in the Marketing/
Purchasing Department of
Walgreen Company from 1980
to 1996
____________________
</TABLE>
* Includes 100,000 shares subject to options held by Mr.
MacDonald which are exercisable until March 15, 1998.
Includes 20,000 shares of Series A Preferred Stock of
HealthRite owned by Mr. MacDonald which do not have voting
rights with respect to the election of directors until
HealthRite fails to pay the annual dividend but which are
convertible into shares of Common Stock at any time at the
option of the holder.
** Owned jointly with his wife.
*** Includes 10,000 shares owned by Mr. Vordenberg's father as
to which Mr. Vordenberg disclaims beneficial ownership.
All transactions in securities of HealthRite engaged in
by the Committee or any of the Committee's nominees during the
past two years are set forth on Appendix A. Neither the
Committee nor any of the Committee's nominees is the record owner
of any securities of HealthRite of which they may not be deemed
to be the beneficial owner and neither the Committee nor any of
the Committee's nominees owns beneficially any securities of any
subsidiary of HealthRite. None of the Committee's nominees has
had any transaction, or any arrangements or understandings with
respect to any future transactions, to which HealthRite was or is
to be a party. Bradley T. MacDonald and HealthRite are parties
to a termination agreement that expires on December 31, 1997,
which was entered into in connection with Mr. MacDonald's
resignation as President and Chief Executive Officer of
HealthRite. If the Committee's nominees are elected as directors
of HealthRite, they intend to rehire Mr. MacDonald as Chairman
and Chief Executive Officer and Reed Vordenberg as President of
HealthRite.
Except as described in this Proxy Statement or on
Appendix A, neither the Committee nor any of the Committee's
nominees or any of their associates (i) has engaged in or has a
direct or indirect interest in any transaction or series of
transactions since the beginning of HealthRite's last fiscal
year, or in any currently proposed transaction, to which
HealthRite or any of its subsidiaries is a party, (ii) owns
beneficially any securities of HealthRite, (iii) borrowed any
funds for the purpose of acquiring or holding any securities of
HealthRite, or is presently, or has been within the past year, a
party to any contract, arrangement or understanding with any
person with respect to any securities of HealthRite or (iv) is
the beneficial or record owner of any securities of HealthRite or
any parent or subsidiary thereof.
Neither the Committee nor any of the Committee's
nominees has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past ten
years.
Shares represented by properly executed GREEN Proxy
Cards will be voted as directed. If no direction is given, they
will be voted "FOR" the election of Bradley T. Macdonald,
David M. Green, Ronald O. Hauge, David H. Panasci, Beverly L.
Valore, Reed Vordenberg, and Charles Richard Walgreen, Sr. to
HealthRite's Board of Directors and FOR the proposal to amend
HealthRite's Stock Option Plan. YOUR VOTE IS IMPORTANT.
PROXY SOLICITATION EXPENSES
The members of the Committee may solicit proxies by
telephone, telegram or personal interview, in addition to
solicitation by mail, for which no compensation will be paid to
such members. In addition, the Committee has retained Beacon
Hill Partners, Inc. ("Beacon Hill") to aid in the solicitation of
proxies and to solicit proxies from individuals, brokers, bank
nominees and other institutional holders, for which it will be
paid a fee of up to $25,000 and out-of-pocket expenses.
Approximately 25 persons will be utilized by Beacon Hill in the
solicitation of proxies.
The Committee will pay all costs in connection with its
solicitation of proxies. The Committee anticipates that a total
of approximately $50,000 will be spent in connection with the
solicitation, of which approximately $10,000 has been incurred as
of the date hereof. Brokerage firms, fiduciaries and other
nominees will be requested to forward the Committee's proxy
materials to the beneficial owners of shares of Common Stock they
hold of record, and the Committee will reimburse such persons for
their reasonable out-of-pocket expenses. If one or more of its
nominees are elected as directors of HealthRite, the Committee
intends, because it believes this solicitation to be in the best
interests of HealthRite and its stockholders, to request
reimbursement from HealthRite of its expenses incurred in
connection therewith and does not expect to submit such matter to
a vote of stockholders.
CERTAIN ADDITIONAL INFORMATION
The Board's Proxy Statement contains certain
information that has been omitted from this Proxy Statement in
accordance with Rule 14a-5(c) under the Securities Exchange Act
of 1934, as amended. Such information relates to (i) the number
of shares entitled to vote as of the Record Date, (ii) the
ownership of Common Stock by HealthRite's management and
directors (see "Security Ownership of Directors and Executive
Officers" in the Board's Proxy Statement), (iii) management
compensation paid for 1996 (see "Executive Compensation" in the
Board's Proxy Statement), (iv) the ownership of Common Stock by
beneficial owners of more than 5% of the Common Stock (see
"Principal Stockholders" in the Board's Proxy Statement), (v) the
proposal to amend HealthRite's Stock Option Plan to increase the
number of shares of Common Stock under the plan to 700,000 (see
"Proposal to Amend the Stock Option Plan" in the Board's Proxy
Statement), and (vi) the date by which shareholder proposals must
be received by the Company to be presented at the next annual
meeting of stockholders of the Company (See "Other Matters" in
the Board's Proxy Statement).
OTHER MATTERS
The Committee is not aware of any matters other than
the election of directors and the proposal to approve an
amendment to HealthRite's Stock Option Plan to be considered at
the Annual Meeting. If any other matters properly come before
the Annual Meeting, including any motion to adjourn the Annual
Meeting, the persons named in the GREEN Proxy Card or their
substitutes will vote, in their discretion, all shares of Common
Stock covered by GREEN Proxy Cards with respect to such matters.
Bradley T. MacDonald has failed to file a report on
Form 4 with respect to a purchase of 2,900 shares of HealthRite
Common Stock on December 5, 1996.
TIME IS SHORT.
PLEASE SEND IN YOUR GREEN PROXY CARD TODAY.
For assistance or further information, please call
BEACON HILL PARTNERS, INC.
Toll Free at 1-800-755-5001
In New York: 1-212-843-8500
<PAGE>
APPENDIX A
The following sets forth certain information with
regard to the Committee and other persons who may be deemed
participants in this proxy solicitation, within the meaning of
Rule 14a-11 promulgated under the Securities Exchange Act of
1934.
1. Bradley T. MacDonald:
Business Address
9332 Owings Choice Court
Owings Mills, MD 21117
Shares Beneficially Owned
229,000 shares of Common Stock, which represents
5.36% of 4,276,472 total shares outstanding as of
November 12, 1997. 109,000 shares are held of
record.
Transactions During Past Two Years
Date Amount
December 5, 1996 Purchased 2,900 shares
March 15, 1996 Purchased 100,000 shares
May, 1997 4,000 shares issued by
HealthRite as a bonus
2. David M. Green:
Business Address
10128 East Topaz Drive
Scottsdale, AZ 85258
Shares Beneficially Owned
22,000 shares of Common Stock, which represents
0.51% of 4,276,472 total shares outstanding as of
November 12, 1997
Transactions During Past Two Years
Date Amount
February 4, 1997 Purchased 5,000 shares
August 1, 1997 Purchased 17,000 shares
3. Ronald O. Hauge:
Business Address
119 Daly Avenue
Missoula, MT 59801
Shares Beneficially Owned
170,000 shares of Common Stock, which represents
3.98% of 4,276,472 total shares outstanding as of
November 12, 1997
Transactions During the Past Two Years
Date Amount
January 7, 1997 sold 3,000 shares
February 12, 1997 sold 3,000 shares
March 14, 1997 sold 3,000 shares
April 15, 1997 sold 5,000 shares
May 2, 1997 sold 2,500 shares
June 13, 1997 sold 2,000 shares
June 26, 1997 sold 3,000 shares
July 14, 1997 sold 2,000 shares
February 13, 1996 sold 10,000 shares
February 15, 1996 sold 30,000 shares
April 16, 1996 sold 3,000 shares
August 23, 1996 sold 2,162 shares
September 10, 1996 sold 10,000 shares
October 9, 1996 sold 2,500 shares
October 10, 1996 sold 2,500 shares
October 28, 1996 sold 2,500 shares
November 22, 1996 sold 2,500 shares
4. David H. Panasci:
Business Address
4914 West Genesee Street
Camillus, NY 13031
Shares Beneficially Owned
30,100 shares of Common Stock, which represents
0.70% of 4,276,472 total shares outstanding as of
November 12, 1997
Transactions During Past Two Years
Date Amount
October 17, 1997 Purchased 2,100 shares
October 23, 1997 Purchased 3,000 shares
April 29, 1997 Purchased 14,000 shares
April 30, 1997 Purchased 6,000 shares
May 2, 1997 Purchased 5,000 shares
5. Beverly L. Valore:
Business Address
Linwood Commons, Suite C-4
2106 New Road
Linwood, NJ 08221
Shares Beneficially Owned
2,000 shares of Common Stock, which represents
0.05% of 4,276,472 total shares outstanding as of
November 12, 1997
Transactions During Past Two Years
Date Amount
October 27, 1997 Purchased 2,000 shares
6. Reed Vordenberg:
Business Address
34119 West 12 Mile Road
Suite 365
Farmington Hills, MI 48331
Shares Beneficially Owned
12,000 shares of Common Stock, which represents
0.28% of 4,276,472 total shares outstanding as of
November 12, 1997. 10,000 of such shares are
owned by Mr. Vordenberg's father.
Transactions During Past Two Years
Date Amount
June 3, 1997 Purchased 2,000 shares
7. Charles Richard Walgreen, Sr.:
Business Address
736 North Western Avenue
Suite 245
Lake Forest, IL 60045
Shares Beneficially Owned
4,100 shares of Common Stock, which represents
0.10% of 4,276,472 total shares outstanding as of
November 12, 1997
Transactions During Past Two Years
Date Amount
October 17, 1997 Purchased 2,500 shares
October 24, 1997 Purchased 1,600 shares
