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Previous: INTEGRA LIFESCIENCES HOLDINGS CORP, 10-Q, EX-27, 2000-11-14 |
Next: HEALTH POWER INC /DE/, 10-Q, 2000-11-14 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. 2)
HEALTH POWER, INC.
(Name of Issuer)
HEALTH POWER, INC.
ROBERT J. BOSSART, RANDY E. JONES,
RICHARD T. KURTH, PAUL A. MILLER,
DANIEL R. SULLIVAN, JONATHAN R. WAGNER,
SECURITY CAPITAL CORPORATION, AND
HP ACQUISITION CORPORATION
Common Stock, $0.01 Par Value
(Title of Class of Securities)
42219G 10 3
(CUSIP Number of Class of Securities)
|
Paul A. Miller, Esq.
|
Joseph P. Boeckman, Esq.
|
Michael J. Herling, Esq.
|
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
| a. | x | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13E-3(c) under the Securities Exchange Act of 1934. |
| b. | o | The filing of a registration statement under the Securities Act of 1933. |
| c. | o | A tender offer. |
| d. | o | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. [X]
Calculation of Filing Fee
|
Transaction Value(1) |
Amount Of Filing Fee |
|
$ 27,612,506 |
$ 5,523 |
| (1) | Determined in accordance with Rule 0-11(c) of the Securities Exchange Act of 1934. The fee was computed on the basis of the purchase of 3,888,460 shares of Common Stock of the Issuer at $ 6.98 cash per share plus the purchase of 245,827 options to purchase Common Stock of the Issuer in the aggregate amount of $ 471,056. |
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of Filing. |
Amount Previously Paid: $ 5,523
Form or Registration No.: Schedule 14A
Filing Party: Health Power, Inc.
Date Filed: September 21, 2000
This Amendment No. 2 to Transaction Statement on Schedule 13E-3 (this "Transaction Statement") is being filed jointly by Health Power, Inc., a Delaware corporation ("Health Power"), Robert J. Bossart, Randy E. Jones, Richard T. Kurth, Paul A. Miller, Daniel R. Sullivan, and Jonathan R. Wagner, all of whom are affiliates of Health Power (collectively, the "CMI Executive Team"), and Security Capital Corporation, a Delaware corporation ("Security Capital"), and HP Acquisition Corp., a Delaware corporation which is a subsidiary of Security Capital ("HP Acquisition") (Security Capital and HP Acquisition are hereinafter collectively referred to as the "Security Capital Entities"), in connection with the proposed merger of HP Acquisition with and into Health Power pursuant to an Agreement and Plan of Merger dated as of June 8, 2000, as amended (the "Merger Agreement"), by and among Health Power, HP Acquisition, and Security Capital. If the Merger Agreement is adopted by the stockholders of Health Power, each share of Common Stock, $0.01 par value, of Health Power (the "Common Stock"), except for shares held by stockholders who properly perfect their appraisal rights under Delaware law, will be converted into the right to receive $7.03 in cash, without interest, assuming the merger closes on December 8, 2000. The total merger consideration is a fixed amount and consists of cash payable to stockholders reduced by certain liabilities of Health Power, including the amount of Health Power's indebtedness as of the closing. Health Power will be permitted to reduce its indebtedness by $6,667 per day prior to the closing. This reduction in indebtedness will in turn increase the total cash merger consideration payable to Health Power stockholders. Therefore, the merger consideration payable to Health Power Stockholders will increase by approximately $0.002 per share per day for each day that the closing of the merger occurs after December 8, 2000. The merger of HP Acquisition with and into Health Power pursuant to the Merger Agreement and the other transactions contemplated as part of or in connection with such merger are hereinafter collectively referred to as the " Transaction." This Transaction Statement is being filed with the Securities and Exchange Commission concurrently with a proxy statement (the "Proxy Statement") being filed by Health Power pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A copy of the Proxy Statement is attached hereto as Exhibit 99(a). The information contained in the Proxy Statement, including all annexes and exhibits thereto, is expressly incorporated herein by reference, and the responses to each item of this Transaction Statement are qualified in their entirety by reference to the information contained in the Proxy Statement and the annexes and exhibits thereto.
| ITEM 1. | SUMMARY TERM SHEET |
The information set forth under the caption "SUMMARY" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
| ITEM 2. | SUBJECT COMPANY INFORMATION |
(a) Name and Address. The name of the subject company is Health Power, Inc. The information set forth under the caption "THE COMPANIES– Health Power" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(b) Securities. The class of equity securities to which this Transaction Statement relates is Common Stock, $0.01 par value, of Health Power. The information set forth under the caption "MARKET PRICES OF COMMON STOCK" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(c) Trading Market and Price. The information set forth under the caption "MARKET PRICES OF COMMON STOCK" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(d) Dividends. The information set forth under the caption "MARKET PRICES OF COMMON STOCK" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(e) Prior Public Offerings. Health Power has not made any underwritten public offering of the Common Stock for cash which was either registered under the Securities Act of 1933, as amended (the "Securities Act"), or was exempt from registration pursuant to Regulation A promulgated under the Securities Act during the three years prior to the date of this Transaction Statement.
(f) Prior Stock Purchases. The information set forth under the caption "PURCHASES OF COMMON STOCK BY CERTAIN PERSONS" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
| ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON |
(a) Name and address.
| FILING PERSONS | ||
| Health Power, Inc. (subject company): The information set forth under the caption "THE COMPANIES—Health Power" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3. | ||
| Robert J. Bossart (director and executive officer of Health Power): CompManagement, Inc., 6377 Emerald Parkway, Dublin, Ohio 43016, Telephone No. (614) 766-5223. | ||
| Randy E. Jones (executive officer of Health Power): CompManagement Health Systems, Inc., 6377 Emerald Parkway, Dublin, Ohio 43016, Telephone No. (614) 766-5223. | ||
| Richard T. Kurth (executive officer of Health Power): CompManagement, Inc., 6377 Emerald Parkway, Dublin, Ohio 43016, Telephone No. (614) 766-5223. | ||
| Paul A. Miller (executive officer of Health Power): CompManagement, Inc., 6377 Emerald Parkway, Dublin, Ohio 43016, Telephone No. (614) 766-5223. | ||
| Daniel R. Sullivan (executive officer of Health Power): CompManagement, Inc., 6377 Emerald Parkway, Dublin, Ohio 43016, Telephone No. (614) 766-5223. | ||
| Jonathan R. Wagner (director and executive officer of Health Power): CompManagement, Inc., 6377 Emerald Parkway, Dublin, Ohio 43016, Telephone No. (614) 766-5223. | ||
| Security Capital Corporation: The information set forth under the caption "THE COMPANIES—Security Capital and HP Acquisition" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3. | ||
| HP Acquisition Corp.: The information set forth under the caption "THE COMPANIES—Security Capital and HP Acquisition" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3. | ||
| OTHER SPECIFIED PERSONS OF HEALTH POWER | ||
| Dr. Elliott P. Feldman (director of Health Power): 455 Industrial Mile Road, Columbus, Ohio 43228, Telephone No. (614) 276-7172. | ||
| Robert S. Garek (director of Health Power): 464 East Main Street, Suite 100, Columbus, Ohio 43215, Telephone No. (614) 464-1000. | ||
| Crystal A. Kuykendall, J.D., Ph.D. (director of Health Power): 8925 Harvest Square Court, Potomac, Maryland 20854, Telephone No. (301) 299-2057. | ||
| Dr. Bernard F. Master (director and executive officer of Health Power): 340 Tucker Drive, Worthington, Ohio 43085, Telephone No. (614) 888-2575. | ||
| Frank R. Nutis (director of Health Power): 3540 East Fulton Street, Columbus, Ohio 43227, Telephone No. (614) 237-8626. | ||
| Dr. Burt E. Schear (director of Health Power): 4300 North Ocean Boulevard, Ft. Lauderdale, Florida 33308, Telephone No. (954) 565-6945. | ||
OTHER SPECIFIED PERSONS OF THE SECURITY CAPITAL ENTITIES
| Brian D. Fitzgerald (director and executive officer of each of the Security Capital Entities): c/o Capital Partners, Inc., One Pickwick Plaza, Suite 310, Greenwich, Connecticut 06830. | ||
| A. George Gebauer (director and executive officer of each of the Security Capital Entities): c/o Capital Partners, Inc., One Pickwick Plaza, Suite 310, Greenwich, Connecticut 06830. | ||
| William R. Schleuter, CPA (director and executive officer of each of the Security Capital Entities):
c/o Capital Partners, Inc., One Pickwick Plaza, Suite 310, Greenwich, Connecticut 06830. |
||
| Craig R. Stapleton (director of Security Capital): c/o Marsh & McLennan Real Estate Adv., Inc., 1136 Avenue of the Americas, New York, NY 10036. | ||
| Paul M. Kelly (director of Security Capital): 542 Northlawn Court, Lancaster, Pennsylvania 17603. | ||
(b) Business and Background of Entities:
Security Capital Corporation: The information set forth under the captions "SUMMARY—The Companies" and "THE COMPANIES—Security Capital and HP Acquisition" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
HP Acquisition Corp.: The information set forth under the captions "SUMMARY—The Companies" and "THE COMPANIES—Security Capital and HP Acquisition" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
During the past five years, neither Security Capital nor HP Acquisition has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was or is subject to a judgment, decree or final order enjoining violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.
(c) Business and Background of Natural Persons: For the CMI Executive Team and the other specified persons of Health Power, the information set forth in Item 10 of Health Power's Annual Report on Form 10-K for its fiscal year ended December 31, 1999, under the caption "DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT" is hereby incorporated herein by reference pursuant to General Instruction F of Schedule 13E-3. For the specified persons of the Security Capital Entities, the information set forth under the caption "PROPOSAL 1—ELECTION OF DIRECTORS" for each of Brian D. Fitzgerald, A. George Gebauer, Craig R. Stapleton, and Paul M. Kelly in the proxy statement filed by Security Capital with the Securities and Exchange Commission on May 1, 2000, pursuant to Regulation 14A under the Exchange Act for Security Capital's 2000 annual meeting of stockholders is hereby incorporated herein by reference pursuant to General Instruction F of Schedule 13E-3. William Schleuter has been Vice President and Chief Financial Officer of Security Capital since June 1999. He has also been Vice President and Controller of Capital Partners, Inc. since October 1998. From June 1997 to September 1998, he served as Chief Financial Officer and in related capacities with Flavor House Products, Inc., a packer of private label snack nuts, in Dothan, Alabama. From 1994 through May 1997, he served as a senior and subsequently as a manager with Jackson Thornton & Co. P.C., CPA's, in Dothan, Alabama. During the past five years, no natural person filing this Transaction Statement and no other director, executive officer, or control person of Health Power or the Security Capital Entities has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was or is subject to a judgment, decree or final order enjoining violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. All natural persons filing this Transaction Statement and all other directors, executive officers, and control persons of Health Power and the Security Capital Entities are citizens of the United States of America.
| ITEM 4. | TERMS OF THE TRANSACTION |
(a) Material Terms. The information set forth under the captions "QUESTIONS AND ANSWERS ABOUT THE MERGER TRANSACTION," " SUMMARY," "THE SPECIAL MEETING," "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS," "EFFECTS OF THE MERGER; MERGER CONSIDERATION," "FINANCING OF THE MERGER," "ACCOUNTING TREATMENT," and "FEDERAL INCOME TAX CONSEQUENCES" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(c) Different Terms. The information set forth under the captions "QUESTIONS AND ANSWERS ABOUT THE MERGER TRANSACTION," "SUMMARY— Interests of Certain Persons in the Merger," "EFFECTS OF THE MERGER; MERGER CONSIDERATION," "INTERESTS OF CERTAIN PERSONS IN THE MERGER," and
"PROVISIONS OF THE MERGER AGREEMENT–Merger Consideration and –Treatment of Stock Options" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3 .
(d) Appraisal Rights. The information set forth under the captions "QUESTIONS AND ANSWERS ABOUT THE MERGER TRANSACTION," "SUMMARY–Appraisal Rights," and "APPRAISAL RIGHTS UNDER DELAWARE LAW" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading: Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Transactions. The information set forth under the caption "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" in the proxy statement filed by Health Power with the Securities and Exchange Commission on April 30, 1999, pursuant to Regulation 14A under the Exchange Act for Health Power's 1999 annual meeting of stockholders is hereby incorporated herein by reference pursuant to General Instruction F of Schedule 13E–3.
(b) Significant Corporate Events. Not applicable.
(c) Negotiations or Contracts. Not applicable.
(e) Agreements Involving the Subject Company's Securities: The information set forth under the captions "SUMMARY–Record Date and Voting and –Interests of Certain Persons in the Merger," "THE SPECIAL MEETING–Record Date and Voting," and "INTERESTS OF CERTAIN PERSONS IN THE MERGER–Stock Options and –Stockholder Voting Agreements" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS AND PROPOSALS
(b) Use of Securities Acquired. The information set forth under the captions "SUMMARY–Effects of the Merger; Merger Consideration," EFFECTS OF THE MERGER; MERGER CONSIDERATION," and "PROVISIONS OF THE MERGER AGREEMENT–Merger Consideration" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(c) Plans.
(1) The information set forth under the captions "QUESTIONS AND ANSWERS ABOUT THE MERGER TRANSACTION," "SUMMARY," "THE SPECIAL MEETING," "PURPOSE AND REASONS OF HEATH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS," and "EFFECTS OF THE MERGER; MERGER CONSIDERATION" in the
Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(2) Not applicable.
(3) The information set forth under the caption "EFFECTS OF THE MERGER; MERGER CONSIDERATION" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(4) The information set forth under the captions "QUESTIONS AND ANSWERS ABOUT THE MERGER TRANSACTION," "SUMMARY– Interests of Certain Persons in the Merger, –Effects of the Merger; Merger Consideration, and –Financing of the Merger," " INTERESTS OF CERTAIN PERSONS IN THE MERGER," "EFFECTS OF THE MERGER; MERGER CONSIDERATIONS," "FINANCING OF THE MERGER," and "PROVISIONS OF THE MERGER AGREEMENT–General" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(5) Not applicable.
(6) It is expected that the Common Stock will no longer be quoted on the OTC Bulletin Board if the merger is consummated.
(7) It is expected that the Common Stock will become eligible for termination of registration under Section 12(g)(4) of the Exchange Act if the merger is consummated.
(8) It is expected that Health Power's obligations to file reports pursuant to Section 15(d) of the Exchange Act will be suspended if the merger is consummated.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a) Purposes. The information set forth under the captions "PURPOSE AND REASONS OF THE CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES FOR THE MERGER; POSITION OF CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES AS TO THE FAIRNESS OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(b) Alternatives. The information set forth under the captions "BACKGROUND OF THE MERGER," "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS," and "PURPOSE AND REASONS OF THE CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES FOR THE MERGER; POSITION OF CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES AS TO THE FAIRNESS OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(c) Reasons. The information set forth under the captions "SUMMARY–Reasons for the Merger," "BACKGROUND OF THE MERGER," "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS," and "PURPOSE AND REASONS OF THE CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES FOR THE MERGER; POSITION OF CMI
EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES AS TO THE FAIRNESS OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(d) Effects. The information set forth under the captions "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY– Effects of the Merger; Merger Consideration, –Interests of Certain Persons in the Merger, –Appraisal Rights, and –Federal Income Tax Consequences," "EFFECTS OF THE MERGER; MERGER CONSIDERATION," "INTERESTS OF CERTAIN PERSONS IN THE MERGER," "APPRAISAL RIGHTS UNDER DELAWARE LAW," and "FEDERAL INCOME TAX CONSEQUENCES" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) Fairness. The information set forth under the captions "SUMMARY–Recommendation of the Special Committee and Board of Directors," "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS," and "PURPOSE AND REASONS OF THE CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES FOR THE MERGER; POSITION OF CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES AS TO THE FAIRNESS OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(b) Factors Considered in Determining Fairness. The information set forth under the captions "SUMMARY–Recommendation of the Special Committee and Board of Directors," "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS," and "PURPOSE AND REASONS OF THE CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES FOR THE MERGER; POSITION OF CMI EXECUTIVE TEAM AND THE SECURITY CAPITAL ENTITIES AS TO THE FAIRNESS OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(c) Approval of Security Holders. The Transaction is not structured so that approval of at least a majority of unaffiliated security holders is required.
(d) Unaffiliated Representative. The information set forth under the captions "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS" and "OPINION OF HEALTH POWER'S FINANCIAL ADVISOR " in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(e) Approval of Directors. The information set forth under the captions "SUMMARY–Recommendation of the Special Committee and Board of Directors" and "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
(f) Other Offers. Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a) Report, Opinion or Appraisal. The information set forth under the captions "SUMMARY—Opinion of Health Power's Financial Advisor" and "OPINION OF HEALTH POWER'S FINANCIAL ADVISOR" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth under the caption "OPINION OF HEALTH POWER'S FINANCIAL ADVISOR" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(c) Availability of Documents. The information set forth under the caption "WHERE YOU CAN FIND MORE INFORMATION" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E–3.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Source of Funds. The information set forth under the captions in the "SUMMARY — Financing of the Merger" and " FINANCING OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(b) Conditions. The information set forth under the captions "SUMMARY — Financing of the Merger" and "FINANCING OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(c) Expenses. The following expenses are estimated to be incurred in connection with the Transaction and have been paid or are expected to be paid by Health Power.
|
Description of Expense Item |
Amount |
|
|
|
|
|
|
Legal fees and expenses—Baker & Hostetler LLP |
$ |
185,000 |
|
Legal fees and expenses—Bricker & Eckler LLP |
110,000 |
|
|
Accounting and tax fees and expenses |
15,000
|
|
|
Special Committee fees |
50,000 |
|
|
Investment banking fees and expenses—Raymond James & Associates, Inc. |
625,000 |
|
|
Fairness opinion—Raymond James & Associates, Inc. |
100,000 |
|
|
Printing fees and expenses |
25,000 |
|
| Other | 15,000
|
|
| |
||
| Total estimated expenses of Health Power | $ | 1,125,000
|
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|
|
|
The following expenses are estimated to be incurred in connection with the Transaction and have been paid or are expected to be paid by the Security Capital Entities.
| Description of Expense Item | Amount
|
||
| Lender Commitment Fees—Bank One | $ 180,000
|
||
| Investment banking fees and expenses | |||
| Duff & Phelps | 570,000
|
||
| Capital Partners, Inc. | 450,000
|
||
| Accounting—Deloitte Touche | 80,000
|
||
| Legal fees and expenses | 200,000
|
||
| Other | 20,000
|
||
| |
|||
| Total estimated expenses of Security Capital Entities | $1,500,000
|
||
| |
The information set forth under the captions "SUMMARY—Expenses and Breakup Fees," "FINANCING OF THE MERGER," and "PROVISIONS OF THE MERGER AGREEMENT—Fees and Expenses and —Termination, Termination Fees, Amendment and Waiver" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(d) Borrowed Funds. The information set forth under the captions "SUMMARY — Financing of the Merger" and "FINANCING OF THE MERGER" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information set forth under the caption "PRINCIPAL STOCKHOLDERS" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(b) Securities Transactions. None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth under the captions "SUMMARY-Record Date and Voting," "THE SPECIAL MEETING," and "INTERESTS OF CERTAIN PERSONS IN THE MERGER-Stockholder Voting Agreements" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(e) Recommendation of Others. The information set forth under the captions "SUMMARY-Recommendation of the Special Committee and Board of Directors" and "PURPOSE AND REASONS OF HEALTH POWER FOR THE MERGER; RECOMMENDATION OF THE SPECIAL COMMITTEE AND BOARD OF DIRECTORS" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Information. The information set forth under the caption "SUMMARY OF SELECTED
FINANCIAL DATA" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3. The financial information set forth in Health Power's Annual Report on Form 10-K for its fiscal year ended December 31,
1999, and in Health Power's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2000, is also incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(b) Pro Forma Information. Since HP Acquisition is newly formed and has no operating history, no pro forma information giving effect to the Transaction is presented.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) Solicitations or Recommendations. The information set forth under the captions "THE SPECIAL MEETING-Additional Solicitation of Proxies" and "PROXY SOLICITATION EXPENSES" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
(b) Employees and Corporate Assets. The information set forth under the captions "SUMMARY - Interests of Certain Persons in the Merger," "THE SPECIAL MEETING-Additional Solicitation of Proxies," "EFFECTS OF THE MERGER; MERGER CONSIDERATION," "INTERESTS OF CERTAIN PERSONS IN THE MERGER," "PROVISIONS OF THE MERGER AGREEMENT-Merger Consideration," and "PROXY SOLICITATION EXPENSES" in the Proxy Statement is incorporated herein by reference pursuant to General Instruction F to Schedule 13E-3.
ITEM 15. ADDITIONAL INFORMATION
(b) Other Material Information. Not applicable.
ITEM 16. EXHIBITS
| 24 | Powers of Attorney for Robert J. Bossart, Randy E. Jones, Richard T. Kurth, Paul A. Miller, Daniel R. Sullivan, and Jonathan R. Wagner.* | |
| 99(a) | Amendment No. 2 to Schedule 14A Proxy Statement (including Notice of Special Meeting of Stockholders, form of proxy, and all annexes and exhibits thereto) filed by Health Power, Inc. with the Securities and Exchange Commission on the date hereof. | |
| 99(b)(1) | Commitment letter dated September 13, 2000, between Security Capital Corporation, HP Acquisition Corp., and Bank One, N.A.* | |
| 99(b)(2) | Commitment letter dated September 8, 2000, between Security Capital Corporation, HP Acquisition Corp., and Banc One Mezzanine Corporation.* | |
| 99(b)(3) | Letter dated November 6, 2000, between Security Capital Corporation, HP Acquisition Corp., and Bank One, N.A., modifying the commitment letter from Bank One, N.A. dated September 13, 2000.** | |
| 99(b)(4) | Letter dated November 6, 2000, between Security Capital Corporation, HP Acquisition Corp., and Banc One Mezzanine Corporation, modifying the commitment letter from Banc One Mezzanine Corporation dated September 8, 2000.** | |
| 99(c)(1) | Fairness Opinion of Raymond James & Associates, Inc. dated May 9, 2000. | |
| 99(c)(2) | Discussion materials prepared by Raymond James & Associates, Inc. dated September 9, 1999, regarding completion of first two stages of sale process.* | |
| 99(c)(3) | Financial analysis presentation materials prepared by Raymond James & Associates, Inc. in connection with providing its opinion to the Board of Directors and Special Committee of Health Power, Inc. dated May 9, 2000.* | |
| 99(c)(4) | Financial analysis presentation materials prepared by Raymond James & Associates, Inc., revised as of September 12, 2000, in connection with providing its opinion to the Board of Directors and Special Committee of Health Power, Inc. dated May 9, 2000.* | |
| 99(d)(1) | Agreement and Plan of Merger dated as of June 8, 2000, by and among Health Power, Inc., a Delaware corporation, HP Acquisition Corp., a Delaware corporation, and Security Capital Corporation, a Delaware corporation. | |
| 99(d)(2) | First Amendment to Agreement and Plan of Merger dated as of August 14, 2000, by and among Health Power, Inc., a Delaware corporation, HP Acquisition Corp., a Delaware corporation, and Security Capital Corporation, a Delaware corporation. | |
| 99(d)(3) | Second Amendment to Agreement and Plan of Merger dated as of August 23, 2000, by and among Health Power, Inc., a Delaware corporation, HP Acquisition Corp., a Delaware corporation, and Security Capital Corporation, a Delaware corporation. | |
| 99(d)(4) | Stockholder Voting Agreement dated as of June 8, 2000, by and among Security Capital Corporation, a Delaware corporation, and Bernard F. Master, D.O. |
| 99(d)(5) | Stockholder Voting Agreement dated as of June 8, 2000, by and among Security Capital Corporation, a Delaware corporation, and Robert J. Bossart. | |
| 99(d)(6) | Stockholder Voting Agreement dated as of June 8, 2000, by and among Security Capital Corporation, a Delaware corporation, and Jonathan R. Wagner. | |
| 99(d)(7) | Termination of Options agreement dated as of July 3, 2000, between Health Power, Inc., a Delaware corporation, and each of the individuals listed on Exhibit A thereto.* | |
| 99(f) | Summary of Appraisal Rights. | |
| * | Filed on September 21, 2000, as part of this Transaction Statement. | |
| ** | Filed on November 8, 2000, as part of this Transaction Statement. |
SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| HEALTH POWER, INC. | |
| Dated: November 14, 2000 | By /s/ Dr. Bernard F. Master Dr. Bernard F. Master, Chairman |
| Dated: November 14, 2000 | Robert J. Bossart |
| Dated: November 14, 2000 | Randy E. Jones* Randy E. Jones |
| Dated: November 14, 2000 | Richard T. Kurth* Richard T. Kurth |
| Dated: November 14, 2000 | Paul A. Miller* Paul A. Miller |
| Dated: November 14, 2000 | Daniel R. Sullivan* Daniel R. Sullivan |
| Dated: November 14, 2000 | Jonathan R. Wagner* Jonathan R. Wagner |
| SECURITY CAPITAL CORPORATION | |
| Dated: November 14, 2000 | By /s/ Brian D. Fitzgerald Brian D. Fitzgerald, Chairman |
| HP ACQUISITION CORP. | |
| Dated: November 14, 2000 | By /s/ Brian D. Fitzgerald Brian D. Fitzgerald, President |
| * | The undersigned, Robert J. Bossart, by signing his name hereto, does hereby execute this Schedule 13E-3 Transaction Statement on behalf of each of the persons indicated above pursuant to Powers of Attorney executed by such persons and filed with the Securities and Exchange Commission as an exhibit to this Transaction Statement. |
| Dated: November 14, 2000 | /s/ Robert J. Bossart Robert J. Bossart, Attorney in Fact |
& INDEX
| Exhibit No. |
Description of Exhibit |
If Incorporated by Reference,
Document with which Exhibit was Previously Filed with Securities and Exchange Commission |
|
|
24 |
Powers of Attorney for Robert J. Bossart, Randy E. Jones, Richard T. Kurth, Paul A. Miller, Daniel R. Sullivan, and Jonathan R. Wagner. |
* |
|
|
99(a) |
Amendment No.1 to Schedule 14A Proxy Statement (including Notice of Special Meeting of Stockholders, form of proxy, and all annexes and exhibits thereto) filed by Health Power, Inc. with the Securities and Exchange Commission on the date hereof. |
Amendment No. 2 to Schedule 14A filed by Health Power, Inc. on the date hereof. |
|
|
99(b)(1) |
Commitment letter dated September 13, 2000, between Security Capital Corporation, HP Acquisition Corp., and Bank One, N.A. |
* |
|
| 99(b)(2) | Commitment letter dated September 8, 2000, between Security Capital Corporation, HP Acquisition Corp., and Banc One Mezzanine Corporation. | *
|
|
| 99(b)(3) | Letter dated November 6, 2000, | **
|
|
| between Security Capital Corporation, | |||
| HP Acquisition Corp., and Bank One, | |||
| N.A., modifying the commitment letter | |||
| from Bank One, N.A. dated September | |||
| 13, 2000. | |||
| 99(b)(4) | Letter dated November 6, 2000, | **
|
|
| between Security Capital Corporation, | |||
| HP Acquisition Corp., and Banc One | |||
| Mezzanine Corporation, modifying the | |||
| commitment letter from Banc One | |||
| Mezzanine Corporation dated | |||
| September 8, 2000. | |||
|
99(c)(1) |
Fairness Opinion of Raymond James & Associates, Inc. dated May 9, 2000. |
Annex B to Amendment No. 2 to the Schedule 14A filed by Health Power on the date hereof. |
|
|
99(c)(2) |
Discussion materials prepared by Raymond James & Associates, Inc. dated September 9, 1999, regarding completion of first two stages of sale process. |
* |
|
|
99(c)(3) |
Financial analysis presentation materials prepared by Raymond James & Associates, Inc. in connection with providing its opinion to the Board of Directors and Special Committee of Health Power, Inc. dated May 9, 2000. |
* |
|
| 99(c)(4) |
Financial analysis presentation materials prepared by Raymond James & Associates, Inc., revised as of September 12, 2000, in connection with providing its opinion to the Board of Directors and Special Committee of Health Power, Inc. dated May 9, 2000. |
* |
|
99(d)(1) |
Agreement and Plan of Merger dated as of June 8, 2000, by and among Health Power, Inc., a Delaware corporation, HP Acquisition Corp., a Delaware corporation, and Security Capital Corporation, a Delaware corporation. |
Annex A to Amendment No. 2 to the Schedule 14A filed by Health Power, Inc. on the date hereof. |
|
|
99(d)(2) |
First Amendment to Agreement and Plan of Merger dated as of August 14, 2000, by and among Health Power, Inc., a Delaware corporation, HP Acquisition Corp., a Delaware corporation, and Security Capital Corporation, a Delaware corporation. |
Annex A to Amendment No. 2 to the Schedule 14A filed by Health Power, Inc. on the date hereof. |
|
| 99(d)(3) | Second Amendment to Agreement and Plan of Merger dated as of August 23, 2000, by and among Health Power, Inc., a Delaware corporation, HP Acquisition Corp., a Delaware corporation, and Security Capital Corporation, a Delaware corporation. |
Annex A to Amendment No. 2 to the Schedule 14A filed by Health Power, Inc. on the date hereof. |
|
|
99(d)(4) |
Stockholder Voting Agreement dated as of June 8, 2000, by and among Security Capital Corporation, a Delaware corporation, and Bernard F. Master, D.O. |
Exhibit 2 to the Schedule 13D filed by Bernard F. Master, D.O. on June 19, 2000. |
|
|
99(d)(5) |
Stockholder Voting Agreement dated as of June 8, 2000, by and among Security Capital Corporation, a Delaware corporation, and Robert J. Bossart. |
Exhibit 2 to the Schedule 13D/A (Amendment No. 1) filed by Robert J. Bossart on June 19, 2000. |
|
|
99(d)(6) |
Stockholder Voting Agreement dated as of June 8, 2000, by and among Security Capital Corporation, a Delaware corporation, and Jonathan R. Wagner. |
Exhibit 2 to the Schedule 13D/A (Amendment No. 1) filed by Jonathan R. Wagner on June 19, 2000. |
|
|
99(d)(7) |
Termination of Options agreement dated as of July 3, 2000, between Health Power, Inc., a Delaware corporation, and each of the individuals listed on Exhibit A thereto. |
* |
|
|
99(f) |
Summary of Appraisal Rights. |
Amendment No. 2 to Schedule 14A filed by Health Power, Inc. on the date hereof, including under the caption "APPRAISAL RIGHTS UNDER DELAWARE LAW" and by reference to Annex C to such Schedule 14A. |
* Filed on September 21, 2000, as part of this Transaction Statement.
** Filed on November 8, 2000, as part of this Transaction Statement.
|
|