<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Information Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
/X/ Definitive Information Statement
</TABLE>
JUST LIKE HOME, INC.
- --------------------------------------------------------------------------------
(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: $125.00
/ / 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[LOGO]
JUST LIKE HOME, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Just Like Home, Inc.
The Annual Meeting of Shareholders of Just Like Home, Inc. (the
"Company") will be held at the Company's corporate offices located at 3647
Cortez Road West, Bradenton, Florida 34210 on June 12, 1996 at 9:30 a.m. for
the following purposes:
1. To elect six directors to hold office until the 1997 Annual
Meeting of Shareholders and to hold office until their
successors are duly elected and qualified;
2. To consider and act upon a proposal to ratify the appointment
of Coopers & Lybrand, L.L.P. as independent auditors of the
Company for the year ending December 31, 1996; and
3. To transact any other business as may properly come before the
meeting.
Shareholders of record as of the close of business on May 13, 1996,
will be entitled to vote at this meeting or any adjournment thereof.
Information relating to the matters to be considered and voted on at the Annual
Meeting is set forth in the Information Statement accompanying this Notice.
Shareholders are cordially invited to attend the meeting. WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
/s/ Sharron L. Staples
Sharron Staples, Secretary
May 15, 1996
<PAGE> 3
JUST LIKE HOME, INC.
INFORMATION STATEMENT
This Information Statement relates to the Annual Meeting of
Shareholders of Just Like Home, Inc. (the "Company"), to be held at the
Company's corporate offices located at 3647 Cortez Road West, Bradenton,
Florida 34210 on June 12, 1996 at 9:30 a.m., or any adjournment thereof. All
expenses incident thereto will be borne by the Company.
The annual report of the Company for the year ended December 31, 1995,
is being mailed with this Information Statement to shareholders entitled to
vote at the meeting.
SHAREHOLDERS ENTITLED TO VOTE
AND
PRINCIPAL SHAREHOLDERS
The only voting securities of the Company are common shares.
Shareholders of record as of the close of business on May 13 1996, are entitled
to notice of and to vote at the Annual Meeting. At that date, there were
3,917,461 shares of Common Stock outstanding, each share being entitled to one
vote.
The affirmative vote of the holders of a majority of the votes cast at
the meeting is necessary for the election of directors and the ratification of
the selection of auditors.
The following table sets forth certain information regarding those
persons known to management to hold beneficially at least 5% of the outstanding
shares of Common Stock of the Company and the ownership by all executive
officers and directors as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ----------------- ---------------------- ----------
<S> <C> <C>
Elizabeth A Conard
c/o Just Like Home, Inc.
3647 Cortez Road West,
Bradenton, Florida 34210 2,475,000 shs (1) 63.2%
M. D. Sabbath
262 East Morland Street
Burlington, NC 27216 228,800 shs (2) 5.8%
Whitaker Landing, Inc.
2445 19th Street
Sarasota, Florida 34234 214,882 shs 5.5%
All officers and directors
as a group (8 persons) 2,475,000 shs 63.2%
</TABLE>
_________________________
(1) Mrs. Conard has granted options to purchase up to 93,500 shares of
Common Stock owned by her to sixteen persons unaffiliated with the
Company.
(2) Represents shares of Common Stock underlying Warrants currently
exercisable.
<PAGE> 4
ELECTION OF DIRECTORS
It is proposed that the shareholders elect six directors. The term of
each director elected will be until the next Annual Meeting of Shareholders or
until his or her successor is duly elected and qualified. Certain information
concerning the nominees is set forth below.
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
SERVED OWNED AS OF
AS MAY 13, 1996
DIRECTOR -----------------------------------
NAME AGE SINCE NUMBER PERCENT
- ---- --- --------- ------- -------
<S> <C> <C> <C> <C>
Richard T. Conard, M.D.(1) 58 1995 - -
Elizabeth A. Conard (1) 58 1995 2,475,000(2) 63.2%
Thomas J. Fairchild, Ph.D. 47 1995 - -
Isidore Siegel 77 1995 - -
James Eden 58 1995 - -
Marti Huizenga 53 1995 - -
</TABLE>
_______________________
(1) Richard T. Conard, M. D. and Elizabeth A. Conard are husband and wife.
(2) Mrs. Conard has granted options to purchase up to 93,500 shares of Common
Stock owned by her to sixteen persons unaffiliated with the Company.
RICHARD T. CONARD, M.D. Dr. Conard is Chairman of the Board of
Directors and Chief Executive Officer. He has devoted substantially all of his
time to the Company's operation and those of its subsidiaries, the first of
which commenced operations in April 1987. Prior to devoting all of his efforts
to the Company's business activities, Dr. Conard was a practicing physician in
Bradenton, Florida for over 15 years.
Dr. Conard has served as a Member of the Florida Committee on Aging
Task Force for Living Environments; a Delegate to the Governor's Conference on
Aging; past-President of the Manatee County Medical Education Foundation; past-
Director of the Florida Regional Medical Program; past-Consultant to the
Department of Health, Education and Welfare; founder and Chairman of the
Birmingham Emergency Medical Services Committee in Birmingham, Alabama; and a
provider member of the Gulf Coast Comprehensive Health Planning Counsel. Dr.
Conard also serves as a director of L. W. Blake Memorial Fund, Inc. For
additional information regarding Dr. Conard's activities with respect to the
development of health care facilities and elderly housing, including certain
lawsuits, see "Certain Transactions."
Dr. Conard is a frequent lecturer and author of the book "What Should
We Do About Mom?" -- a McGraw-Hill publication. His lectures and book address
strategies for dealing with the phenomenon of aging in America, personal
attitudes and expectations, relationship with parents, impact on business, and
opportunities for providing goods and services.
ELIZABETH A. CONARD. Elizabeth A. Conard has been President and Chief
Operating Officer of Just Like Home, Inc. and its various subsidiaries since
their respective formations. From 1980 to 1985, Mrs. Conard was actively
involved with the Retirement Corporation of America in the area of specialized
interior design for the elderly and the initial development of Alzheimer's
facilities. Mrs. Conard
2
<PAGE> 5
developed training units for staff personnel and was instrumental in the
establishment of a quality assurance training program throughout the state in
assisted living facilities.
Mrs. Conard was on the Board of Directors of the Florida Health Care
Association (FHCA) and was the State Vice President of Residential Care from
1992 through 1994. In January 1995, she was re-elected the Southeastern
Regional Residential Care Representative for the American Health Care
Association for a second three year term. Mrs. Conard has been active in the
Area Agency on Aging Board of Directors for Region VI, a five county region.
She has presented seminars, lectures and workshops for Florida universities'
Gerontology Departments, as well as for various organizations. Mrs. Conard has
been a speaker at the American Society on Aging and Assisted Living Facilities
Association of American at their National Conferences. She holds certificates
in ACLF Core Training and Extended Congregate Care Administrator Training.
In the past seven years, Mrs. Conard has participated as an industry
representative in the formation of Extended Congregate Care (the new licensed
level of care for Assisted Living), the Florida Statute Rewrite Committee, the
Governor's Task Force to establish the Florida Department of Elder Affairs, and
presently the Adult Assisted Living Facilities (AALF) Workgroup for the Florida
Department of Health and Rehabilitative Services. Mrs. Conard is presently
Vice-Chairman of the Florida Health Care Association's ("FHCA") Professional
Development Committee and is participating in the development of an
Administrator Certification Course for the State. She is also a leader in
FHCA's lobbying efforts in association with the two other state retirement and
assisted living organizations, Florida Homes for the Aged and Florida Assisted
Living Association. In 1994, Mrs. Conard was instrumental in the efforts of
these associations in developing the first state Medicaid Waiver which went
into effect January 1, 1995.
THOMAS J. FAIRCHILD, PH.D. is presently an Associate Professor at the
Center for Studies in Aging and Coordinator for International Programs in the
School of Community Service, University of North Texas. He also served as an
Assistant Professor at the University from 1980 until 1985. He received a Ph.
D. in Sociology with a specialization in Aging from Wayne State University in
1980. He is a member of the following professional associations: American
College of Health Care Administrators; American Association of Homes and
Services for the Aging; American Sociological Association; Association for
Gerontology in Higher Education; Gerontological Society of America; National
Association for Senior Living Industries; and, Southwest Society on Aging.
Dr. Fairchild has conducted research, published articles, and made
numerous presentations in the areas of retirement housing and management issues
that impact on long-term care. He is currently engaged in research on
strategies to implement and evaluate continuous quality improvement in nursing
homes and retirement communities. He has also developed and implemented
training programs for retirement community staff. His research has been
sponsored by grants from the National Science Foundation, the National
Institute of Health, the Administration on Aging, and various foundations and
organizations. In addition, he has worked with a variety of national and
international sponsors, developers, and architects in the area of retirement
housing and long-term care. He is currently the South Central Region
Vice-President and a Board Member of the National Association for Senior Living
Industries. In addition, Dr. Fairchild serves on the Board of the Association
for Gerontology in Higher Education.
ISIDORE SIEGEL, an attorney, retired from the active practice of law
in 1994. Until July 1990, he was senior partner of Siegel & Godt, attorneys,
in Garden City, New York. He also served as a director
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<PAGE> 6
(1970-1994) and corporate secretary (1992-1994) of Weldotron Corporation, an
Amex listed company engaged in the manufacture and sale of stretch and shrink
packaging machinery. Mr. Siegel was appointed a director of the Company in May
1995. During the late 1960's, he developed and owned two nursing homes, and
from the mid 1970's to 1990 (when he sold his interest), he developed, owned
and operated two other nursing homes. He is currently part owner in four
nursing home facilities.
JAMES EDEN is a consultant to the Senior Living and Long Term Care
industry with more than 20 years experience as both an operator and a
developer. Since 1993, Mr. Eden has been President and owner of James E. Eden
& Associates and Eden & Associates, Inc., a consulting business active in both
senior living and long term care industries. He also acts as Chief Executive
Officer and director of Oakwood Living Centers, Inc., a privately owned
long-term care company which owns and operates approximately 1,000 geriatric
and rehabilitative nursing beds and centers throughout New England and
Virginia. From 1988 to 1992 he served as Executive Vice President, Vice
President and General Manager of the Marriott Corporation's Senior Living
Services Division.
MARTI HUIZENGA is a life-long resident of Florida and has been active
in civic affairs in South Florida. Mrs. Huizenga serves on the boards of many
health, youth, social service and cultural organizations in Broward County,
some of which include the American Heart Association, Boys & Girls Clubs,
Performing Arts Foundation, Salvation Army National Advisory Board and Kids in
Distress. She is also the spokesperson for the Make A Wish Foundation.
The Board of Directors held four meetings during the year ended
December 31, 1995. All directors attended at least 75% of the meetings except
for Mrs. Huizenga who attended one meeting. The current standing committees of
the Board of Directors are the Audit Committee and the Compensation Committee.
The function of the Audit Committee is to meet periodically with the Company's
independent auditors to review the scope and results of the audit and to
consider various accounting and auditing matters related to the Company,
including its internal control structure. The Audit Committee also make
recommendations to the Board of Directors regarding the independent public
accountants to be appointed as the Company's auditors. The function of the
Compensation Committee is to review and recommend grants under the Company's
Stock Option Plan and to review the compensation of the executive officers.
The Audit Committee is comprised of Mr. Siegel and Mr. Eden. The
Compensation Committee is comprised of Mr. Eden and Dr. Fairchild.
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<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued
by the Company for services rendered during the year ended December 31, 1995,
by the Chief Executive Officer of the Company. No executive officer of the
Company received cash compensation for the year ended December 31, 1995 in
excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
POSITION YEAR SALARY
- ------------------- ---- ------
<S> <C> <C>
Richard T. Conard, M. D.
Chief Executive Officer 1995 $38,112 (1)
</TABLE>
____________________
(1) Includes an automobile allowance of $500 monthly commencing, July 7,
1995.
Both Dr. Richard Conard and Elizabeth Conard have entered into three
year employment contracts with the Company, commencing July 6, 1995, pursuant
to which they each receive annual compensation of $75,000.
Directors, who are not employees of the Company, receive $10,000 per
year for serving as a director plus $500 for each duly called board meeting or
committee meeting attended. In addition, each such Board member receives
options to purchase 10,000 shares of Common Stock upon being elected to the
Board and options to purchase 2,000 shares of Common Stock annually. On
September 6, 1995, Messrs. Fairchild, Siegel and Eden and Ms. Huizenga each
received options to purchase 10,000 shares. Such options are exercisable at
$10.00 per share, the fair market value on the date of grant, and expire
September 5, 2000. The options vest at the rate of 25% at the end of each of
the first four years. The options received annually will be five year options,
exercisable in full at the end of the first year.
During 1995, the Company granted options to its Chief Financial
Officer to purchase 6,500 shares of the Company's Common Stock at $10.00 per
share. The option expires on September 27, 2000 and is exercisable at the rate
of 25% per year.
CERTAIN TRANSACTIONS
Until February 1996, Dr. Conard was President and director of the
National Foundation of Gerontology, Inc., a not-for-profit corporation (the
"National Foundation"). In March 1994, the Company sold to the National
Foundation for $1,520,000 three of its facilities and property on which an
additional facility was subsequently constructed. The National Foundation was
originally known as the Southmark Foundation on Gerontology, Inc. In 1989,
Southmark Corporation, the primary source of funding for the National
Foundation, filed a proceeding under the Federal Bankruptcy Act, and the
Southmark Corporation was unable to continue financial support of the National
Foundation. Prior to the acquisition from the Company of the JLH facilities
and property referred to above, the sole source of revenue for the National
Foundation was from the collection of royalties from the sale of "What Should
We Do About Mom?", a book written by Dr. Richard T. Conard.
5
<PAGE> 8
Of the $1,520,000 purchase price paid to the Company for the
facilities and property, the Company received $1,020,000 in cash and a
promissory note in the aggregate principal amount of $500,000 (the "National
Foundation Note"). The National Foundation Note provides for ten (10) equal
annual payments of principal ($50,000) plus accrued interest, with such
payments to commence on March 3, 1995 and the entire principal balance plus
interest being due and payable on March 3, 2004. Payments on the National
Foundation Note are subordinate to the debt service on certain taxable bonds
previously sold by the National Foundation in the aggregate principal amount of
$2.5 million ("Taxable Bonds"). Although the National Foundation Note is
secured by a second mortgage on the properties sold to National Foundation, no
enforcement action of any kind or foreclosure under such mortgage on the
properties sold to National Foundation is permitted until all amounts due with
respect to the Taxable Bonds have been paid in full. To date, the Company has
received no payments under the National Foundation Note, and no payments are
anticipated in the near future. Of the Company's total gain on the sale of the
properties ($564,791), $64,791 was recognized by the Company on the date of the
sale. As National Foundation is currently in default under the terms of the
National Foundation Note and the Company is unable to enforce collection due to
its subordinate position to the Taxable Bonds, the remaining $500,000 of the
gain on the sale of the properties has not been recorded on the Company's
financial statements and such gain will be recognized only to the extent that
payments are received by the Company on the Foundation Note.
In connection with the National Foundation's renovation of three of
the acquired facilities and construction of the fourth facility, the Company,
during 1994, advanced $420,000 to the National Foundation, of which
approximately $16,000 remained outstanding as at December 31, 1994. In January
1995, the Company advanced an additional $287,606 to the National Foundation in
connection with the construction of the fourth facility, which amount currently
remains outstanding. This obligation is evidenced by a promissory note (the
"1995 Foundation Note") bearing interest at the rate of 10% per annum with
equal principal and interest payments of $7,500 per month (commencing on August
1, 1995 and ending on June 1, 1999) and a final payment of approximately $6,400
due and payable on July 1, 1999. Payments on the 1995 Foundation Note are also
subordinate to the debt service on the Taxable Bonds. The National Foundation
did not commence making payments under the 1995 Foundation Note until October
1995, and the National Foundation currently remains two months behind in its
payments to the Company. At December 31, 1995, approximately $18,000 in unpaid
management fees were due to the Company. The Company has the right to declare
the National Foundation to be in default and to accelerate the payment of the
National Foundation Note and the 1995 Foundation Note (collectively, the
"Foundation Notes"). However, no enforcement action by the Company of any kind
with respect to the Foundation Notes or foreclosure under the mortgage is
permitted until the amounts due with respect to the Taxable Bonds have been
paid in full.
The National Foundation and a company whose outstanding shares of
common stock are 50% owned by Dr. and Mrs. Conard share office space with the
Company. Accounting and other personnel employed by the Company perform
accounting and other services for the National Foundation and such other
company. Only the National Foundation is engaged in activities related to the
business of the Company. Salaries of employees who perform services for
non-JLH companies are apportioned among the other entities based upon the time
spent in performing the services and rent is apportioned among the Company and
the other companies based upon the percentage of space occupied.
From time to time since 1987, Elizabeth A. Conard has made loans to
the Company to support its operations. The Company has repaid only a portion
of such loans. During calendar year 1994, the loans made to the Company by the
President totaled approximately $158,202 and loan repayments made by the
Company totaled $100,000. Subsequent to December 31, 1994 the Company made an
additional
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cash payment of $30,000. At January 1, 1996, the total amount of such
outstanding loans, including interest, was $335,405.
During the first quarter of 1995, the Company advanced to two
companies controlled by the President an aggregate of $55,743. Such advances
were repaid in June 1995.
In September 1995, the Board of Directors approved the purchase, from
the Chairman of the Board and Chief Executive Officer, of two property lots
adjacent to one of the Company's facilities in Bradenton, Florida. The two
lots are currently being used as part of the drainage system for the facility
and enhance the property's zoning. The transaction was completed on October 20,
1995 and the $60,000 purchase price (equal to the seller's cost) was paid in
cash.
The Company's management believes that the terms of the above
transactions were no less favorable to the Company than would have been
obtained from a non-affiliated third party for similar transactions. All
future material affiliated transactions and loans will be made or entered into
on terms that are no less favorable to the Company than those that can be
obtained from unaffiliated third parties. All future material affiliated
transactions or loans, and any forgiveness of loans, must be approved by a
majority of the independent outside board members who do not have an interest
in the transactions.
In 1977, Dr. Conard formed, and served as president of Retirement
Corporation of America ("RetireCorp") to develop both health care facilities
and elderly housing. RetireCorp acted as general partner and developer of
partnerships formed to develop various retirement properties, including Lely
Palms of Naples, Florida, Ormond in the Pines in Ormond Beach, Florida, Trinity
Lakes in Sun City, Florida, Brentwood in the Meadow in Lecanto, Florida, and
The Shores in Bradenton, Florida. Each of these facilities has over 200
retirement units with an adjacent skilled facility.
In connection with the development of Ormond in the Pines by
RetireCorp, the lender required Dr. Conard to personally guarantee the
mortgage. In 1985, subsequent to the development of Ormond in the Pines, Dr.
Conard sold all of his stock in RetireCorp to Southmark Corporation
("Southmark") in exchange for $3.3 million in cash and 226,000 shares of
Convertible Preferred Stock of Southmark valued at $1.7 million. Southmark was
then one of the country's largest owner/operator of retirement facilities and
nursing homes and its stock was listed on the New York Stock Exchange. In
1989, Southmark became bankrupt and stopped making payments on the Ormond in
the Pines mortgage. By then, the initial lender had been taken over by the
Resolution Trust Company, which had sold the mortgage to a private investor.
This investor has brought an action against Dr. Conard for the outstanding
balance owed on the mortgage, approximately $18,000,000. This matter is
currently in the discovery stage.
The Company believes that the operations of the Company will not be
adversely affected regardless of the outcome of the lawsuit summarized above.
The Company believes that neither Elizabeth A. Conard nor the Company has any
liability for the loan that is the subject matter of the lawsuit. As a result
of this lawsuit, Dr. Conard may find it necessary or appropriate to declare
personal bankruptcy in accordance with applicable law.
Dr. Conard has been a director of L.W. Blake Memorial Fund, Inc.
("Blake"), a Florida non-profit corporation, since its formation in 1975. In
April 1994, Blake acquired a 28-bed hospital located in Incline Village,
Nevada. The hospital did not operate as anticipated and, on February 6, 1995,
Blake filed a voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the United States
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Bankruptcy Court for the Middle District of Florida, Tampa Division. On May 4,
1995, the Court dismissed the case.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P. has served as independent
accountants of the Company since the year ended December 31, 1995. A
representative of Coopers & Lybrand L.L.P. will be present at the annual
meeting of shareholders. Such representative will be available to respond to
appropriate questions and may make a statement if he so desires.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 1997 Annual
Meeting of Shareholders must be received by the Company no later than January
10, 1997, to be eligible for inclusion in any material for that meeting.
OTHER MATTERS
Management knows of no matter to be brought before the meeting which
is not referred to in the Notice of Meeting.
By Order of the Board of Directors,
/s/ Sharron L. Staples
Sharron Staples, Secretary
8
