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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.
________________________________________________________________________________
(Name of Issuer)
Common Stock $.01 par value
________________________________________________________________________________
(Title of Class of Securities)
42219G103
_______________________________________________________________
(CUSIP Number)
Robert J. Bossart
Chief Executive Officer
CompManagement, Inc.
6377 Emerald Parkway
Dublin, Ohio 43016
(614) 760-2400
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 8, 2000
_______________________________________________________________
(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 which 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.: 42219G103
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1. NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Robert J. Bossart
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 294,118
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
294,118
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,422
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14. TYPE OF REPORTING PERSON
IN
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ITEMS 1 THROUGH 7 OF SCHEDULE 13D
FOR
ROBERT J. BOSSART
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: Robert J. Bossart
(b) Address of Principal Business Office: 6377 Emerald Parkway,
Dublin, Ohio 43016
(c) Present Principal Occupation or Employment: Chief Executive
Officer of CompManagement, Inc., and CompManagement Health
Systems, Inc., each of which is a wholly owned subsidiary of the
Issuer
(d) During the past five years, Mr. Bossart has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors)
(e) During the past five years, Mr. Bossart 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 310,422 shares of common stock beneficially owned by Mr. Bossart,
288,581 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. Bossart on July 31, 1995 to report the
acquisition of these shares). Of these 288,581 shares, Mr. Bossart
subsequently transferred 140,000 shares to his spouse. Mr. Bossart has
voting and dispositive power over the shares held by his spouse. A total
of 5,537 shares were acquired through open-market purchases with
personal funds, and 16,304 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. Bossart 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 each
entered into a separate Stockholder Voting Agreement with Security
Capital. The purpose
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of the Stockholder Voting Agreements is to facilitate the consummation
of the Merger. Provided that each Stockholder Voting Agreement remains
in effect, Mr. Bossart 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.
Bossart'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. Bossart'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. Bossart beneficially owns 310,422 shares of the Issuer's common
stock, $.01 par value, representing approximately 8.0% of the
outstanding shares (assuming that 16,304 shares of common stock issuable
upon the exercise of stock options that are exercisable within 60 days
are deemed outstanding). Of the 310,422 shares beneficially owned by Mr.
Bossart, 154,118 shares directly owned by Mr. Bossart and 140,000 shares
owned by Mr. Bossart's spouse, over which Mr. Bossart has sole voting
and shared dispositive power (together these shares represent
approximately 7.6% of the Issuer's outstanding shares), are subject to
his Stockholders Voting Agreement. As a result of this agreement, Mr.
Bossart 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. Bossart exercises options exercisable within
60 days to purchase 16,304 shares of common stock, these shares will
also become subject to his Stockholders Voting Agreement.
(b) The number of shares over which Mr. Bossart 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.
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
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Agreement is incorporated into this Schedule 13D/A by reference, and a
copy of Mr. Bossart's Stockholders Voting Agreement is included as
Exhibit 2 to this Schedule 13D/A.
Mr. Bossart, along with Randy E. Jones, Richard T. Kurth, Paul A.
Miller, Daniel R. Sullivan, and Jonathan R. Wagner, 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
--- -----------
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
Robert J. Bossart
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/ Robert J. Bossart
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Robert J. Bossart
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description If Incorporated by Reference,
No. ----------- Document with which Exhibit was
-- 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 Robert J. Bossart.
</TABLE>
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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 Robert J. Bossart, 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 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.
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(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 any of its affiliates, but no such transfer shall
relieve Parent of its obligations hereunder if such transferee does not perform
such obligations.
-8-
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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/ Robert J. Bossart
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Robert J. Bossart
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