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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Health Power, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
42219G 10 3
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(CUSIP Number)
Robert J. Bossart
Chief Executive Officer
CompManagement, Inc.
6377 Emerald Parkway
Dublin, Ohio 43016
(614) 760-2400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 8, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [_]
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SCHEDULE 13D
CUSIP NO. 42219G 10 3
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NAMES OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Jonathan R. Wagner
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
2
The reporting person disclaims membership in any group. (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e): [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF -0-
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
294,118
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON ------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
294,118
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
309,865
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.0%
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TYPE OF REPORTING PERSON
14
IN
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ITEMS 1 THROUGH 7 OF SCHEDULE 13D
FOR
JONATHAN R. WAGNER
Item 1. Security and Issuer
The securities to which this statement relates and the name and
address of the principal executive offices of the Issuer of such securities are:
(a) Securities: shares of common stock, $.01 par value
(b) Name of Issuer: Health Power, Inc.
(c) Address of Issuer's Principal Executive Offices: 1209 Orange
Street, Wilmington, Delaware 19801.
Item 2. Identity and Background
(a) Name: Jonathan R. Wagner
(b) Address of Principal Business Office: 6377 Emerald Parkway,
Dublin, Ohio 43016
(c) Present Principal Occupation or Employment: President of
CompManagement, Inc., a wholly owned subsidiary of the Issuer.
(d) During the past five years, Mr. Wagner has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors)
(e) During the past five years, Mr. Wagner has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Citizenship: United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Of the 309,865 shares of common stock beneficially owned by Mr.
Wagner, (i) 294,118 shares were acquired in connection with a merger
transaction completed in July 1995 in which the Issuer acquired
CompManagement, Inc. (see Schedule 13D filed by Mr. Wagner on July 31,
1995 to report the acquisition of these shares), (ii) 5,537 shares
were acquired through open-market purchases with personal funds, and
(iii) 15,747 shares are issuable upon the exercise of options that are
exercisable within 60 days.
Item 4. Purpose of Transaction.
On June 8, 2000, the Issuer, Security Capital Corporation, a Delaware
corporation ("Security Capital"), and its subsidiary, HP Acquisition
Corp., a Delaware corporation ("HP Acquisition"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant to
which HP Acquisition will merge with and into the Issuer (the
"Merger"). The separate existence of HP Acquisition will cease upon
consummation of the Merger, and the Issuer will be the surviving
corporation of the Merger.
In connection with the Merger, Mr. Wagner and certain other
stockholders of the Issuer, who hold in the aggregate approximately
47.7% of the Issuer's outstanding shares of common stock, have
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each entered into a separate Stockholder Voting Agreement with
Security Capital. The purpose of the Stockholder Voting Agreements is
to facilitate the consummation of the Merger. Provided that each
Stockholder Voting Agreement remains in effect, Mr. Wagner and the
other stockholders who entered into these agreements have agreed,
among other things, (i) to vote their shares of the Issuer's common
stock (as well as shares of the Issuer's common stock that may be
issued upon the exercise of stock options held by such stockholders)
in favor of approval and adoption of the Merger Agreement and the
Merger, either directly or through the grant of an irrevocable proxy
to Security Capital to vote such shares in such manner, and (ii) to
abide by certain restrictions on the transfer of their shares of the
Issuer's common stock. The Stockholder Voting Agreements will
terminate upon the earlier of the consummation of the Merger or the
termination of the Merger Agreement pursuant to its terms. Approval
and adoption of the Merger Agreement and the Merger requires the
affirmative vote of the holders of a majority of the outstanding
shares of the Issuer's common stock.
All references to and descriptions of the Merger Agreement and Mr.
Wagner's Stockholder Voting Agreement are qualified in their entirety
by references to the copies of the Merger Agreement, which is
incorporated into this Schedule 13D/A by reference, and Mr. Wagner's
Stockholder Voting Agreement included as Exhibit 2 to this Schedule
13D/A. Each of these documents is incorporated by reference in this
Item 4 in their entirety where such references and descriptions
appear.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Wagner beneficially owns 309,865 shares of the Issuer's common
stock, $.01 par value, representing approximately 8.0% of the
outstanding shares (assuming that 15,747 shares of common stock
issuable upon the exercise of stock options that are exercisable
within 60 days are deemed outstanding). Of the 309,865 shares
beneficially owned by Mr. Wagner, 294,118 shares directly owned by Mr.
Wagner (representing approximately 7.6% of the Issuer's outstanding
shares) are subject to his Stockholders Voting Agreement. As a result
of this agreement, Mr. Wagner and Security Capital may be deemed to
have shared voting power (on certain matters) and shared dispositive
power with respect to these shares. In addition, if Mr. Wagner
exercises options exercisable within 60 days to purchase 15,747 shares
of common stock, these shares will also become subject to his
Stockholders Voting Agreement.
(b) The number of shares over which Mr. Wagner has sole voting power,
shared voting power, sole dispositive power, and shared dispositive
power is as follows:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 294,118
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 294,118
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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The information contained in Items 3 through 5, including information
incorporated by reference in Items 3 through 5, is incorporated by
reference in this Item 6. A copy of the Merger Agreement is
incorporated into this Schedule 13D/A by reference, and a copy of Mr.
Wagner's Stockholders Voting Agreement is included as Exhibit 2 to
this Schedule 13D/A.
Mr. Wagner, along with Robert J. Bossart, Randy E. Jones, Richard T.
Kurth, Paul A. Miller, and Daniel R. Sullivan, all of whom are current
executive officers of either CompManagement, Inc. or CompManagement
Health Systems, Inc., both of which are subsidiaries of the Issuer,
are currently negotiating an agreement with Security Capital pursuant
to which they will each agree to make an equity investment in the
Issuer in connection with the Merger. The aggregate amount of their
equity investment is not expected to exceed 20% of the outstanding
shares of common stock of the Issuer following the Merger.
Item 7. Material to be Filed as Exhibits.
No. Description
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1 Agreement and Plan of Merger dated as of June 8, 2000, by and
among Health Power, Inc., a Delaware corporation, Security
Capital Corporation, a Delaware corporation, and its
subsidiary, HP Acquisition Corp., a Delaware corporation.
2 Stockholder Voting Agreement, dated as of June 8, 2000, by and
among Security Capital Corporation, a Delaware corporation, and
Jonathan R. Wagner
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
June 16, 2000 /s/ Jonathan R. Wagner
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Jonathan R. Wagner
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description If Incorporated by Reference,
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No. Document with which Exhibit was
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Previously Filed
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<S> <C> <C>
1 Agreement and Plan of Merger dated as of June 8, Current Report on Form 8-K filed on
2000, by and among Health Power, Inc., a Delaware June 15, 2000 (see Exhibit 2 therein).
corporation, Security Capital Corporation, a Delaware
corporation, and its subsidiary, HP Acquisition
Corp., a Delaware corporation.
2 Stockholder Voting Agreement, dated as of June 8, Contained herein.
2000, by and among Security Capital Corporation, a
Delaware corporation, and Jonathan R. Wagner
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Exhibit 2
STOCKHOLDER VOTING AGREEMENT
(AND IRREVOCABLE PROXY)
STOCKHOLDER VOTING AGREEMENT (this "Agreement") dated June 8, 2000 (this
"Agreement"), by and among Security Capital Corporation, a Delaware corporation
("Parent"), and Jonathan R. Wagner, an individual (the "Stockholder").
Recitals
A. Parent, HP Acquisition Corp., a direct or indirect subsidiary of
Parent ("MergerCo"), and Health Power, Inc., a Delaware corporation (the
"Company"), are concurrently herewith entering into an Agreement and Plan of
Merger of even date herewith (as it may be amended, the "Merger Agreement")
which provides, among other things, that Parent will acquire, directly or
indirectly, all of the outstanding shares of the Company"s Common Stock, $.01
par value per share ("Common Stock"), pursuant to a merger of MergerCo with and
into the Company (the "Merger), upon the terms and subject to the conditions set
forth in the Merger Agreement. The Stockholder understands that Parent has
undertaken and will continue to undertake substantial expenses in connection
with the negotiation and execution of the Merger Agreement and the subsequent
actions necessary to consummate the Merger and other transactions contemplated
by the Merger Agreement.
B. As a condition to the willingness of Parent to enter into the Merger
Agreement, the Stockholder has agreed to grant Parent an irrevocable proxy with
respect to all of the shares of Common Stock held by him and entitled to vote on
the Merger (the "Shares"), upon the terms and subject to the conditions of this
Agreement. The Stockholder represents and warrants that, on the date hereof, he
is the beneficial and/or record owner of, and has sole voting power with respect
to, a total of 294,118 Shares, and that he has the complete and unrestricted
power and the unqualified right to enter into and perform the terms of this
Agreement.
The parties therefore agree as follows:
1. Voting Agreement; Irrevocable Proxy.
(a) The Stockholder (i) shall vote or cause to be voted for the
approval of the Merger Agreement and the Merger, at any meeting of stockholders
of the Company called for the purpose of voting on the Merger Agreement or the
Merger or any adjournment thereof or in any other circumstance upon which a
vote, consent or other approval with respect to the Merger Agreement or the
Merger is sought, and (ii) shall vote or cause to be voted against the approval
of any other agreement providing for a merger, consolidation, sale of assets or
other business combination of the Company or any of its subsidiaries with any
person or entity other than Parent and its subsidiaries or any other proposal
involving the Company or any of its subsidiaries which would in any manner
hinder, impede, delay or prevent the consummation of the Merger, all of the
Shares that the Stockholder shall be entitled to so vote, whether such Shares
are held by the Stockholder on the date of this Agreement or are subsequently
acquired (whether pursuant to the exercise of stock options or otherwise) by
him; provided, however, that the foregoing obligations shall be suspended if,
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and for such time as, the Company Board, in full
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compliance with the provisions of Section 7.1(e) of the Merger Agreement, (i)
resolves not to recommend, and does not recommend, to the Company's stockholders
that they vote in favor of the approval of the Merger Agreement, or (ii)
withdraws its recommendation to the Company's stockholders that they vote in
favor of the Merger Agreement.
(b) In furtherance of, and in accordance with and subject to, the
foregoing, the Stockholder hereby appoints MergerCo, which shall act by and
through Brian D. Fitzgerald, George A. Gebauer, and William R. Schlueter, and
each of them, with full power of substitution in the premises, his proxies to
vote all of the Shares held by him at any meeting, general or special, of the
stockholders of the Company with respect to the approval of the Merger and the
Merger Agreement and any related action.
The proxy and power of attorney granted herein shall be irrevocable
during the term of this Agreement, shall be deemed to be coupled with an
interest and shall revoke all prior proxies granted by the Stockholder.
The Stockholder shall not grant any proxy to any person which
conflicts with the proxy granted herein and any attempt to do so shall be void.
(c) The Stockholder hereby waives any rights of appraisal or rights
to dissent from the Merger that the Stockholder may have.
2. Restrictions on Transfer. The Stockholder shall not sell, assign,
transfer or otherwise dispose of or encumber (including, without limitation, by
the creation of any lien or other encumbrance) or permit to be sold, assigned,
transferred or otherwise disposed of any Shares owned by the Stockholder,
whether such Shares are held by the Stockholder on the date of this Agreement or
are subsequently acquired, whether pursuant to the exercise of stock options or
otherwise, except (a) for transfers by will or by operation of law (in which
case this Agreement shall bind the transferee), (b) for transfers to any other
stockholder of the Company bound by an identical voting agreement, (c) for liens
incurred in the ordinary course in connection with entering into a margin loan
arrangement with respect to any of the Shares (provided that no such arrangement
shall provide a proxy or other voting rights with respect to the Shares so
margined), (d) the sale of any Shares acquired upon exercise of options after
the date of this Agreement to the extent such sale is necessary to satisfy tax
obligations arising from such exercise, and (e) as Parent may otherwise agree.
3. Facilitation of the Merger. The Stockholder will comply with the
provisions of Section 7.5 of the Merger Agreement, which are incorporated into
this Agreement by reference.
4. The Stockholder acknowledges and agrees that Parent could not be made
whole by monetary damages in the event of any default by the Stockholder of the
terms and conditions set forth in this Agreement. It is accordingly agreed and
understood that Parent, in addition to any other remedy which it may have at law
or in equity, shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and specifically to enforce the terms and provisions
hereof in any action instituted in any court of the United States or in any
state having appropriate jurisdiction.
5. Amendment; Assignment. This Agreement may not be modified, amended,
altered or supplemented except by a writing signed by Parent and the
Stockholder. No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
parties herein, except that the rights and obligations of the Parent hereunder
may be assigned by Parent to
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any of its affiliates, but no such transfer shall relieve Parent of its
obligations hereunder if such transferee does not perform such obligations.
6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but each of which
together shall constitute one and the same document.
7. Governing Law. This Agreement shall be governed by such construed in
accordance with the internal laws of the State of Delaware, without giving
effect to the principles of conflicts of laws thereof.
8. Binding Effect. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by the successors and assigns of the parties
herein. Nothing expressed or referred to in this Agreement is intended or shall
be construed to give any person other than the parties to this Agreement, or
their respective successors or assigns, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof.
10. Termination. This Agreement shall terminate upon the earlier of the
effectiveness of the Merger or the termination of the Merger Agreement in
accordance with Article IX thereof. No such termination shall affect any
party"s obligations with respect to any prior exercise of the proxy.
11. Severability. If any term provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provision, covenants and restrictions
of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
12. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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STOCKHOLDER VOTING AGREEMENT
(AND IRREVOCABLE PROXY)
Signature Page
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year fist above witnessed.
PARENT: SECURITY CAPITAL CORPORATION
By: /s/ Brian D. Fitzgerald
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Its: Chairman
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STOCKHOLDER: /s/ Jonathan R. Wagner
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Jonathan R. Wagner
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