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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Health Power, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock $.01 par value
________________________________________________________________________________
(Title of Class of Securities)
42219G 10 3
_______________________________________________________________
(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 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 PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Bernard F. Master, D.O.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
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
OWNED BY 1,202,336
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,202,336
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,277,142
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CHECK 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
32.3%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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ITEMS 1 THROUGH 7 OF SCHEDULE 13D
FOR
BERNARD F. MASTER, D.O.
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: Bernard F. Master, D.O.
(b) Address of Principal Business Office: 340 Tucker Drive,
Worthington, Ohio 43085
(c) Present Principal Occupation or Employment: Chairman of the
Board, Chief Executive Officer, and President of Health Power,
Inc.
(d) During the past five years, Dr. Master has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors)
(e) During the past five years, Dr. Master 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 1,277,142 shares of common stock beneficially owned by Dr.
Master, (i) 1,196,336 shares were acquired in connection with the
organization of the Issuer or through open-market purchases with
personal funds, (ii) 74,806 shares are issuable upon the exercise of
options that are exercisable within 60 days, and (iii) 6,000 shares
were acquired by Dr. Master's spouse through open-market purchases
with personal funds.
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.
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In connection with the Merger, Dr. Master 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
of the Stockholder Voting Agreements is to facilitate the consummation
of the Merger. Provided that each Stockholder Voting Agreement remains
in effect, Dr. Master 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 Dr.
Master'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 by reference, and Dr. Master's Stockholder Voting
Agreement included as Exhibit 2 to this Schedule 13D. 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) Dr. Master beneficially owns 1,277,142 shares of the Issuer's
common stock, $.01 par value, representing approximately 32.3% of the
outstanding shares (assuming that 74,806 shares of common stock issuable
upon the exercise of stock options that are exercisable within 60 days
are deemed outstanding). Of the 1,277,142 shares beneficially owned by
Dr. Master, 1,196,336 shares directly owned by Dr. Master (representing
30.3% of the outstanding shares) are subject to his Stockholders Voting
Agreement. As a result of this agreement, Dr. Master 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 Dr. Master exercises options exercisable within 60 days to purchase
74,806 shares of common stock, these shares will also become subject to
his Stockholders Voting Agreement. A total of 6,000 shares owned by Dr.
Master's spouse, over which Dr. Master has shared voting and disposition
power, are not subject to his Stockholders Voting Agreement.
(b) The number of shares over which Dr. Master 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: 1,202,336
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,202,336
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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 Agreement is
incorporated into this Schedule 13D by reference, and a copy of Dr.
Master's Stockholders Voting Agreement is included as Exhibit 2 to
this Schedule 13D.
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 Bernard F.
Master, D.O.
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/ Bernard F. Master, D.O.
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Bernard F. Master, D.O.
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EXHIBIT INDEX
Exhibit Description If Incorporated by Reference,
-----------
No. Document with which Exhibit was
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Previously Filed
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1 Agreement and Plan of Merger dated Current Report on Form 8-K
as of June 8, 2000, by and among filed on June 15, 2000 (see
Health Power, Inc., a Delaware Exhibit 2 therein).
corporation, Security Capital
Corporation, a Delaware corporation,
and its subsidiary, HP Acquisition
Corp., a Delaware corporation.
2 Stockholder Voting Agreement, dated Contained herein.
as of June 8, 2000, by and among
Security Capital Corporation, a
Delaware corporation, and Bernard
F. Master, D.O.
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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 Bernard F. Master, D.O., 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 1,196,336 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
-----------------------------------
STOCKHOLDER: /s/ Bernard F. Master, D.O.
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Bernard F. Master, D.O.
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