SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MEDCATH INCORPORATED
(Name of Registrant as Specified In Its Charter)
Not Applicable
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, $.01 par value
(2) Aggregate number of securities to which transaction
applies: 11,787,571 shares
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
The filing fee was computed using the $19 per share
in cash to be received by the shareholders in the
merger proposal to which this Proxy Statement relates
(4) Proposed maximum aggregate value of transaction: $223,963,849
(5) Total fee paid: $44,793.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:______________________
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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MEDCATH INCORPORATED
7621 Little Avenue, Suite 106
Charlotte, North Carolina 28226
June __, 1998
To Our Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders
(the "Special Meeting") of MedCath Incorporated (the "Company" or "MedCath") to
be held on July 14, 1998, at 10:00 a.m., local time, at Raintree Country Club,
located at 8600 Raintree Lane, Charlotte, North Carolina. The purpose of the
Special Meeting is to consider and vote upon a merger (the "Merger") that, if
approved and subsequently consummated, will result in the public shareholders of
MedCath receiving $19 in cash per share for their stock and MedCath becoming a
privately-owned company.
If approved by MedCath's shareholders, the Merger would be accomplished
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") as follows.
MCTH Acquisition, Inc. (the "Acquiror"), a newly-formed North Carolina
corporation which is a wholly-owned subsidiary of MedCath Holdings, Inc., a
newly-formed Delaware corporation (the "Parent"), would merge with and into
MedCath, which would be the surviving corporation in the Merger. If the Merger
is consummated, each outstanding share of common stock, $.01 par value, of
MedCath (the "Common Stock"), other than shares held by shareholders who are
entitled to and who have perfected their dissenters' rights and shares held by
the Acquiror, will be canceled and converted automatically into the right to
receive $19 in cash, payable to the holder thereof, without interest.
The Parent was organized at the direction of two private investment
partner
