<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
JUST LIKE HOME, INC.
(Name of Registrant as Specified In Its Charter)
____________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
-----------------------------------------------------------------------
[ ] 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
JUST LIKE HOME, INC.
2440 TAMIAMI TRAIL NORTH
NOKOMIS, FLORIDA 34275
TELEPHONE: (941) 966-3636
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of Just Like Home, Inc. on Thursday, June 12, 1997, at 2:30 p.m.
local time. The meeting will be held at the Ramada Inn located at 1660 South
Tamiami Trail, Osprey, Florida 34229. The Board of Directors and management
look forward to greeting those shareholders able to attend in person.
At the meeting, you will be asked to consider and elect seven directors to
serve until the next Annual Meeting of Shareholders. The Board of Directors
has unanimously nominated these persons for election as directors. You are
also being asked to ratify the appointment of Coopers & Lybrand L.L.P. as the
Company's independent auditors for 1997. Information about the business to be
conducted at the meeting is set forth in the accompanying Proxy Statement,
which you are urged to read carefully. During the meeting, I will review with
you the affairs and progress of the Company during 1996 and numerous recent
changes at the Company.
The vote of every shareholder is important. The Board of Directors
appreciates and encourages shareholder participation in the Company's affairs.
Whether or not you plan to attend the meeting, please sign, date and return the
enclosed proxy promptly in the envelope provided. If you attend the meeting,
you may, at your discretion, withdraw the proxy and vote in person.
On behalf of the Board of Directors, thank you for your cooperation and
continued support.
Sincerely,
John F. Robenalt
President, Chief Executive Officer and
Chief Operating Officer
May 21, 1997
<PAGE> 3
JUST LIKE HOME, INC.
2440 TAMIAMI TRAIL NORTH
NOKOMIS, FLORIDA 34275
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1997
The Annual Meeting of Shareholders of Just Like Home, Inc. (the "Company")
will be held at the Ramada Inn located at 1660 South Tamiami Trail, Osprey,
Florida 34229 on Thursday, June 12, 1997, at 2:30 p.m., local time, for the
following purposes:
1. To elect seven directors to hold office until the 1998 Annual
Meeting of Shareholders and 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, 1997; and
3. To transact any other business that may properly come before
the meeting.
Shareholders of record as of the close of business on May 9, 1997, are
entitled to vote at the Annual 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 Proxy Statement accompanying this Notice.
An annual report outlining the Company's operations during the fiscal year
ended December 31, 1996, accompanies this Notice of Annual Meeting of
Shareholders and Proxy Statement.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE. If you attend the Annual Meeting, you will be entitled to vote in
person.
By Order of the Board of Directors,
Thomas B. Luzier, Secretary
May 21, 1997
<PAGE> 4
JUST LIKE HOME, INC.
2440 TAMIAMI TRAIL NORTH
NOKOMIS, FLORIDA 34275
TELEPHONE: (941) 966-3636
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1997
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Just Like Home, Inc. (the "Company") for
use at the Annual Meeting of Shareholders of the Company to be held on
Thursday, June 12, 1997 (the "Annual Meeting"), and at any adjournments
thereof. The Annual Meeting will be held at the Ramada Inn located at 1660
South Tamiami Trail, Osprey, Florida 34229. The approximate date on which this
Proxy Statement and accompanying proxy card are first being sent or given to
shareholders is May 21, 1997.
Shares represented by each proxy, if properly executed and returned to the
Company prior to the Annual Meeting, will be voted as directed, but if not
otherwise specified, will be voted for the nominees for directors named below,
and to ratify the appointment of Coopers & Lybrand L.L.P. as independent
auditors, all as recommended by the Board of Directors. A shareholder
executing the proxy may revoke it at any time before it is voted by giving
written notice to the Secretary of the Company, by executing and delivering a
later dated proxy or by voting in person at the Annual Meeting (although
attending the Annual Meeting without executing a ballot or executing a later
dated proxy will not constitute revocation of a proxy).
OUTSTANDING VOTING SECURITIES OF THE COMPANY
On May 9, 1997, the record date for determining shareholders entitled to
vote at the Annual Meeting, there were outstanding 7,073,711 shares of Common
Stock of the Company. The presence at the Annual Meeting, in person or by
proxy, of the holders of at least a majority of the shares of Common Stock as
of the record date is necessary to constitute a quorum. Each share of Common
Stock is entitled to one vote for each director to be elected and upon all
other matters to be brought to a vote by the shareholders at the Annual
Meeting. The affirmative vote of a plurality of the shares of Common Stock
present or represented at the Annual Meeting is required to elect directors,
and the affirmative vote of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to ratify the appointment of
Coopers & Lybrand L.L.P. Abstentions and broker non-votes are counted for
purposes of determining the presence of a quorum at the Annual Meeting and have
the effect of a negative vote on the proposal to ratify the appointment of
Coopers & Lybrand L.L.P. Broker non-votes have no effect on determining the
outcome of the election of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 10, 1997, certain information
with regard to the beneficial ownership of the Common Stock by (i) all persons
known by the Company to be the beneficial
<PAGE> 5
owners of more than 5% of the outstanding Common Stock; (ii) each director and
nominee for director of the Company; (iii) each executive officer named in the
Summary Compensation Table below; and (iv) all directors and executive officers
of the Company as a group. Unless otherwise indicated, all shares shown in the
table below are held with sole voting and investment power by the person
indicated.
<TABLE>
<CAPTION>
TOTAL PERCENT
BENEFICIAL OF
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- - -------------------------------------------------------------- --------------- -------
<S> <C> <C>
John F. Robenalt ............................................. 2,577,500(1)(2) 36.4
Elizabeth A. Conard .......................................... 2,577,500(2) 36.4
Ronald O. Braun .............................................. 250,000 3.5
Richard T. Conard, M.D. ...................................... -0- --
Isidore Siegel ............................................... 20,000(3) 0.3
Norbert Donelly .............................................. 240,000(4) 3.4
Alastair Haddow .............................................. 75,000(5) 2.1
All directors and executive officers as a group (9 persons) .. 3,213,674 45.4
</TABLE>
________________
(1) Includes 22,500 shares of Common Stock held by various trusts for the
benefit of Mr. Robenalt's children, for which trusts Mr. Robenalt acts as
trustee. Does not include 297,500 shares of Common Stock held by Vancene
F. Robenalt, the wife of Mr. Robenalt, as to which shares Mr. Robenalt
disclaims beneficial ownership. Ms. Robenalt is the Vice President,
Construction, of the Company.
(2) All of the shares of Common Stock held by Mr. Robenalt and Ms. Conard are
subject to a Shareholders Agreement, which requires them to vote their
shares in accordance with that agreement, as further described below. As
a result of that agreement, each of Mr. Robenalt and Ms. Conard is the
beneficial owner of the shares held by the other. Mr. Robenalt has sole
dispositive power over 102,500 shares, including those listed in note 1.
Ms. Conard has sole dispositive power over 2,475,000 shares of Common
Stock.
(3) Held by a family limited partnership of which Mr. Siegel is a general
partner.
(4) Includes 150,000 shares held directly by Mr. Donelly, 57,500 shares held
by an employee trust for the benefit of Mr. Donelly and an aggregate of
32,500 shares held by Mr. Donelly as custodian for his minor children.
Excludes 50,000 shares held by Mr. Donelly's spouse and an aggregate of
32,500 shares held by Mr. Donelly's spouse as custodian for her minor
children, as to which shares Mr. Donelly disclaims beneficial ownership.
(5) Excludes 75,000 shares held by Mr. Haddow's spouse, as to which shares
Mr. Haddow disclaims beneficial ownership.
Mr. Robenalt and Ms. Conard are parties to a Shareholders Agreement dated
February 13, 1997, among the Company, Mr. Robenalt and Ms. Conard (the
"Shareholders Agreement"). The Shareholders Agreement became effective on
April 10, 1997, as a result of the effectiveness of the merger (the "Merger")
of Community Assisted Living Centers, Inc., a Florida corporation
("Community"), into a wholly-owned subsidiary of the Company. The Merger
Agreement whereby Community merged into a subsidiary of the Company provided
that upon the effective date of the Merger, a majority of the members of the
Board of Directors of the Company would be selected by Mr. Robenalt. The
Merger Agreement further provided that substantially all the executive officers
of Community prior to the Merger would become the executive officers of the
Company at the effective time of the Merger. On April 10, 1997, the effective
date of the Merger, Mr. Robenalt became the President, Chief Executive Officer
and Chief Operating Officer of the Company, and the other executive officers of
Community assumed their positions as executive officers of the Company. On
April 15, 1997, Mr. Robenalt and two other persons designated by him (Ronald O.
Braun and Norbert P. Donelly) were named to the Board of Directors, filling
three of the seven positions on the Board.
-2-
<PAGE> 6
Under the Shareholders Agreement, Ms. Conard and Mr. Robenalt agree to
vote the shares of the Company's Common Stock held by each to elect to the
Board of Directors of the Company a majority of individuals selected by Mr.
Robenalt. After the effective time of the Merger, Mr. Robenalt designated
three of the six members of the Board of Directors of the Company. There is
one vacancy on the Board, which vacancy will be filled at the Annual Meeting.
Under the Shareholders Agreement, Ms. Conard and Mr. Robenalt will vote their
shares for a candidate for that seventh position selected by Mr. Robenalt. Mr.
Robenalt has selected (and the Board has nominated) Alastair Haddow to fill
that seventh position. Mr. Robenalt and Ms. Conard have stated their intention
to vote all of the shares held by each in favor of the nominees for director
listed below, in accordance with the terms of the Shareholders Agreement.
The Shareholders Agreement also provides that Ms. Conard and Mr. Robenalt
will vote their shares on any other matter submitted to a vote of the
shareholders of the Company as they mutually agree. If they are unable to
reach a mutually satisfactory agreement on the manner in which the shares will
be voted (other than for the election of directors), the full Board of
Directors of the Company will mediate the disagreement, and if that mediation
is not successful, an independent arbitrator will resolve the disagreement.
The Shareholders Agreement will expire on April 10, 2002. If Mr. Robenalt
dies or becomes disabled so as not to be able to perform his duties as chief
executive officer of the Company during the term of the Shareholders Agreement,
Ronald O. Braun, the Chairman of the Board of Community prior to the Merger and
the Co-Chairman of the Board of the Company after the Merger, will have the
right to substitute all shares owned by him for the shares of Mr. Robenalt
covered by the Shareholders Agreement, and Mr. Braun will assume the
responsibilities and privileges of Mr. Robenalt for the remaining term of the
Shareholders Agreement.
As a result of these provisions in the Merger Agreement and the
Shareholders Agreement, Mr. Robenalt effectively acquired control of the
Company as of the effective date of the Merger.
ITEM 1. ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect seven directors to hold
office for one-year terms ending at the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified. It is anticipated that
the names of the nominees listed below will be placed in nomination at the
Annual Meeting to serve as directors and that the persons named in the proxy
will vote for their election. Each nominee has consented to being named in
this Proxy Statement and to serve if elected. If any nominee becomes
unavailable to serve as a director for any reason, the shares represented by
the proxies will be voted for the person, if any, designated by the Board of
Directors. The Board of Directors has no reason to believe that any nominee
will be unavailable.
The nominees for directors of the Company, as well as certain information
about them, are as follows:
NAME AGE CURRENT POSITION
- - ----------------------- --- --------------------------------------------------
Ronald O. Braun 53 Co-Chairman of the Board
Richard T. Conard, M.D. 58 Co-Chairman of the Board
-3-
<PAGE> 7
John F. Robenalt 44 President, Chief Executive Officer and Chief
Operating Officer
Elizabeth A. Conard 59 Executive Vice President and Director
Isidore Siegel 79 Director
Norbert P. Donelly 45 Director
Alastair Haddow 37 Nominee for Director
The following is certain biographical information for each nominee for
director.
RONALD O. BRAUN became Co-Chairman of the Board of Directors of the
Company on April 10, 1997, the effective date of the Merger of Community into a
wholly-owned subsidiary of the Company. From July, 1996 through the present,
Mr. Braun has served as Chairman of the Board of Community. Mr. Braun is an
investment banker with Piper Jaffray Inc., where he specializes in health care
finance with an emphasis on long-term care projects for nonprofit and
proprietary clients. Prior to joining Piper Jaffray, Mr. Braun was a corporate
Vice President of A.G. Edwards & Sons, Inc. for approximately eight years,
where he concentrated primarily in the long-term care sector of the health care
industry. Earlier in his career, he spent over seven years in health care
administration as a Vice President of a 332-bed hospital.
RICHARD T. CONARD, M.D. served as Chairman of the Board and Chief
Executive Officer of the Company and its predecessor since they were organized
until April 10, 1997, and now serves as Co-Chairman of the Board of Directors
of the Company. 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.
JOHN F. ROBENALT, became President, Chief Executive Officer and Chief
Operating Officer of the Company on April 10, 1997, the effective date of the
Merger of Community into a wholly-owned subsidiary of the Company. From July,
1996 through the present, Mr. Robenalt was also President and Chief Executive
Officer of Community. From 1982 to 1991, Mr. Robenalt served at various times
as Vice President, Outside Counsel and Corporate Secretary for Health Care
REIT, Inc. (the "REIT"), the first publicly held real estate investment trust
to specialize in long-term care investment. From 1989 until 1991, Mr. Robenalt
was responsible for all investments in long-term care by the REIT including
investment in nursing homes, retirement facilities, rehabilitation hospitals
and assisted living facilities. Since 1984, Mr. Robenalt has served at various
times as a Director, Vice President, Assistant Secretary and General Counsel
for Florida Convalescent Centers, Inc., a Sarasota-based owner of 17 long-term
care facilities. Throughout this period, Mr. Robenalt has also been engaged in
the practice of law, since 1988 as a principal in Robenalt & Robenalt. Mr.
Robenalt serves on the Board of Directors of Mariner Health Group, Inc., which
specializes in providing medical and nursing care primarily to sub-acute
patients.
ELIZABETH A. CONARD served as President and Chief Operating Officer of the
Company and its various subsidiaries from the dates they were formed until
April 10, 1997, the effective date of the merger of Community into a
wholly-owned subsidiary of the Company. Since that date, Ms. Conard has served
as an Executive Vice President of the Company and continues as a director of
the Company.
-4-
<PAGE> 8
ISIDORE SIEGEL is a retired attorney. Until July, 1990, Mr. Siegel was a
senior partner with the law firm of Siegel & Godt in Garden City, New York.
Until June, 1994, Mr. Siegel served as corporate secretary of Weldotron
Corporation, an AMEX listed company engaged in the manufacture and sale of
stretch and shrink packaging machinery. Mr. Siegel also served as a director
of that company until April, 1993. At various times, Mr. Siegel has also been
a developer, owner and operator of nursing homes. Mr. Siegel is currently a
part owner in four nursing home facilities.
NORBERT P. DONELLY is currently the general manager, board member and
majority shareholder of Tervis Tumbler, a manufacturer of double-walled
tumblers. In addition, Mr. Donelly is president of Island Canvas, Ltd., a
manufacturer of canvas products and an owner of several outlet stores. Mr.
Donelly is also President and CEO of Delar, Inc., an equipment leasing company.
During the 1970s and early 1980s, Mr. Donelly was employed at various times
with several national investment banking firms including E.F. Hutton and
PaineWebber.
ALASTAIR HADDOW graduated from Robert Gordon University in Aberdeen,
Scotland in 1980 with a Bachelors in Business Management. Mr. Haddow is the
owner and operator of Everything Educational, Inc., an educational and toy
retail company with outlets surrounding the Tampa Bay area. Prior to moving
from Great Britain to the United States, Mr. Haddow was a currency trader at
various times for the Royal Bank of Canada, Credit Suisse and State Bank of
Victoria, in London, England.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
FOR DIRECTOR NAMED ABOVE.
BOARD MEETINGS AND COMMITTEES
The Company's Board of Directors met 10 times in person or by telephone in
1996. All continuing directors of the Company participated in all of those
meetings.
In 1996, the Company paid its non-employee directors a fee of $2,500 per
quarter plus $500 per Board meeting attended and $250 per telephonic Board
meeting. The Company also reimburses non-employee directors for out-of-pocket
expenses incurred in attending those meetings. Since July, 1996, the Company
has accrued the fees payable to non-employee directors.
The Compensation Committee met two times in 1996. The Compensation
Committee is responsible for, reviews and approves the compensation policies
and practices of the Company, establishes compensation for directors and the
Chief Executive Officer, and reviews and approves compensation of other
executive officers of the Company, and approves major changes in the Company's
benefit plans.
The Audit Committee met one time in 1996. The Audit Committee assists the
Board of Directors in fulfilling its responsibilities with respect to the
accounting and financial reporting practices of the Company and in addressing
the scope and expense of audit and related services provided by the Company's
independent auditors.
The Company does not have a Nominating Committee. The members of the
Compensation Committee and the Audit Committee have not been reestablished
after the turnover in the membership of the Board at the time of the Merger
with Community. These committee positions will be filled at the annual meeting
of the Board of Directors.
-5-
<PAGE> 9
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of Forms 3, 4 and 5 provided to the Company and
certain written representation to the Company that no other reports were
required, the Company believes that during the fiscal year ended December 31,
1996, its executive officers, director and holders of 10% or more of the
Company's equity securities complied with all Section 16(a) filing requirements
under the Securities Exchange Act of 1934 applicable to them.
EXECUTIVE COMPENSATION
The following table sets forth the cash and other compensation paid in
1995 and 1996 to the Chief Executive Officer of the Company during those two
years. No executive officer of the Company earned in excess of $100,000 in
1995 or 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION(1)
- - --------------------------- ---- ------- ------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Richard T. Conard, M.D. 1995 $35,611 -0- -0- $2,500
1996 75,000 -0- -0- 6,000
</TABLE>
_______________
(1) Consists of an automobile allowance.
In 1996, the Company made no grants of stock options or stock appreciation
rights to the Chief Executive Officer, and the Company does not have a
long-term incentive compensation plan. Additionally, there were no exercises
of stock options by the Chief Executive Officer in 1996.
EXECUTIVE OFFICERS
Officers are elected on an annual basis by the Board of Directors and
serve at the discretion of the Board. The executive officers of the Company,
as well as certain biographical information about them, are as follows:
<TABLE>
<S> <C> <C>
NAME AGE POSITION
- - ----------------------- --- --------------------------------------------------
John F. Robenalt 44 President, Chief Executive Officer, Chief
Operating Officer and Director
Richard T. Conard, M.D. 58 Co-Chairman of the Board
Victoria Partin 47 Vice President, Operations
Michael W. Monahan, CPA 43 Chief Financial Officer and Treasurer
</TABLE>
Information is provided under the heading "Election of Directors" above,
for John F. Robenalt and Richard T. Conard, M.D. Information relating to the
Company's executive officers, not already
-6-
<PAGE> 10
described herein, with respect to their principal occupations and positions
during the past five years is as follows:
VICTORIA PARTIN became Vice President, Operations of the Company on April
10, 1997. From August, 1996 through the present, Ms. Partin was also Vice
President, Operations of Community. Prior to joining Community, Ms. Partin was
the Health Care Administrator of Freedom Plaza in Sun City Center, Florida.
Freedom Plaza's expansive campus includes 348 congregate care apartments, as
well as a 40-bed assisted living unit, and a 42-bed skilled nursing facility.
Ms. Partin is a licensed nursing home and assisted living facility
administrator, and has an extensive background in both industries. From 1993 to
1994, Ms. Partin was the Director of Operations for the Company. From 1990 to
1993, Ms. Partin served as the administrator of Sarasota Health Care Center, a
120-bed skilled nursing facility located in Sarasota, Florida. Ms. Partin has,
earlier in her career, served as the Director of Nursing and a line nurse in
long-term care facilities.
MICHAEL W. MONAHAN, CPA, became Treasurer and Chief Financial Officer of
the Company on April 10, 1997. From July, 1996 to the present, Mr. Monahan was
also Treasurer and Chief Financial Officer of Community. Prior to joining
Community, Mr. Monahan had been engaged in public accounting, including serving
as senior audit manager with a Big 6 firm, a partner in a smaller regional
firm, and a partner with a Sarasota-area firm.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Until February 1996, Dr. Conard was President and a director of the
National Foundation of Gerontology, Inc., a nonprofit 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, a company unaffiliated with Dr. Conard and the primary
source of funding for the National Foundation, filed a bankruptcy proceeding
and was unable to continue financial support of the National Foundation. Prior
to the acquisition from the Company of the 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. Conard.
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 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 subordinated to
the debt service on certain taxable bonds previously sold by the National
Foundation in the aggregate principal amount of $2,500,000 ("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 that mortgage on the properties sold to National Foundation
is permitted until all amounts due on 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 subordinated 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
-7-
<PAGE> 11
statements, and that gain will be recognized only if 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 a fourth facility, the Company, during
1994, advanced $420,000 to the National Foundation, of which approximately
$16,000 remains outstanding. 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 on July 1, 1999. Payments on the 1995 Foundation Note are also
subordinated to the debt service on the Taxable Bonds. The National Foundation
made only two payments on the 1995 Foundation Note in 1995 and no payments in
1996. At December 31, 1996, approximately $86,000 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 on the Taxable Bonds have been paid in full. As of
December 31, 1996, all amounts owed to the Company by the National Foundation
were written off by the Company, resulting in a charge to expense of $338,000.
The Company presently does not anticipate collecting any amounts from the
National Foundation on the unpaid management fees or either of the Foundation
Notes.
A company whose common stock is 50% owned by Dr. and Mrs. Conard shares
office space with the Company. Accounting and other personnel employed by the
Company perform accounting and other services for that company. Salaries of
employees who perform services for that other company are apportioned that
company and the Company based upon the time spent in performing the services
and rent is apportioned based upon the percentage of space occupied. In 1996,
that company paid to the Company rent and reimbursement of salaries and other
expenses in the aggregate of approximately $87,000.
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
those loans. At December 31, 1996, the total amount of the loans, including
interest, was $335,405. The loans bear interest at 10% per annum, payable
quarterly and principal is payable $150,000 on April 1, 1997 and the balance on
April 1, 1998. The Company has negotiated with Mrs. Conard an extension of the
principal payment of the loan. The terms of the extension include an immediate
payment of $75,000, then interest only payments until October 1, 1998, at which
time an amortization payment plan will go into effect of interest and principal
payments for a term not yet determined.
During the first quarter of 1995, the Company advanced to the two companies
controlled by Ms. Conard an aggregate of $55,743. These advances were
repaid in June, 1995.
In September, 1995, the Board of Directors approved the purchase from Dr.
Conard of two 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 Dr.
Conard's cost) was paid in cash.
-8-
<PAGE> 12
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 in 1995 Blake filed a
voluntary petition for bankruptcy and was later liquidated under Chapter 7 of
the Bankruptcy Code.
ITEM 2. APPOINTMENT OF AUDITORS
At the Annual Meeting, a vote will be taken on the proposal to ratify the
appointment by the Board of Directors of Coopers & Lybrand L.L.P., independent
certified public accountants, as auditors of the Company and its subsidiaries
for the year ending December 31, 1997. Coopers & Lybrand L.L.P. has examined
the accounts of the Company annually since 1995.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at
the Annual Meeting, with the opportunity to make a statement if they desire to
do so, and such representatives are expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF AUDITORS.
1998 SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting
of Shareholders to be held in 1998 must be received by the Secretary of the
Company, at Just Like Home, Inc., 2440 Tamiami Trail North, Nokomis, Florida
34275, no later than January 25, 1998, to be eligible for inclusion in the
Company's Proxy Statement and proxy related to that meeting.
FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Company for the fiscal year ended
December 31, 1996, which includes the Company's annual report on Form 10-KSB,
is enclosed with this Proxy Statement.
OTHER MATTERS
The Board of Directors is not aware of any matter that will be presented
for action at the Annual Meeting other than the matters set forth herein. If
other matters properly come before the meeting, it is intended that the holders
of the proxies hereby solicited will vote thereon in accordance with their best
judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ THOMAS B. LUZIER
---------------------------------------
Thomas B. Luzier, Secretary
Nokomis, Florida
May 21, 1997
-9-
<PAGE> 13
APPENDIX
JUST LIKE HOME, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING
JUNE 12, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF JUST LIKE HOME,
INC.
The undersigned hereby appoints Thomas B. Luzier and Christine M. DeCroce, and
each of them in the order named, proxies with full power of substitution to
vote all shares of Common Stock of Just Like Home, Inc. of record in the name
of the undersigned at the close of business on May 9, 1997, at the Annual
Meeting of Shareholders of Just Like Home, Inc. to be held on June 12, 1997, or
at any adjournment or adjournments, hereby revoking all former proxies.
1. Election of Directors:
Ronald O. Braun, Richard T. Conard, M.D., John F. Robenalt, Elizabeth A.
Conard, Isidore Siegel, Norbert P. Donelly, Alastair Haddow
2. Ratification of appointment of Coopers & Lybrand L.L.P. as independent
auditors.
BACK
1. Election of Directors: FOR ALL NOMINEES WITHHOLD FOR ALL NOMINEES
To withhold authority for a nominee, fill in his/her name here:
___________________________
2. Ratification of Auditors: FOR AGAINST ABSTAIN
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1) AND, (2) IN
ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" THOSE PROPOSALS IF NO
SPECIFICATION IS MADE.
Dated: _________________________,1997.
______________________________
Please sign name(s) exactly as shown
at left. When signing as executor,
administrator, trustee or guardian,
give full title as such; when shares
have been issued in names of two or
more persons, all should sign.
-10-
