<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CAREADVANTAGE, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
14166N209
(CUSIP Number)
Robert J. Pures
Senior Vice President - Administration, Chief Financial Officer and
Treasurer Blue Cross and Blue Shield of New Jersey, Inc.
Three Penn Plaza East
Newark, New Jersey 07105-2200
(201) 466-8500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 30, 1996
(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 Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with this statement. / / (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 22 Pages)
(List of Exhibits is on Pages 8 and 20)
- -----------------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act shall be subject to all other
provisions of the Exchange Act (however, see the Notes).
<PAGE> 2
Page 2 of 22 Pages
SCHEDULE 13D
CUSIP No. 14166N209
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Enterprise Holding Company, Inc. - Fed. I.D. # 22-2708891
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14. TYPE OF REPORTING PERSON
CO
<PAGE> 3
Page 3 of 22 Pages
SCHEDULE 13D
CUSIP No. 14166N209
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Blue Cross and Blue Shield of New Jersey, Inc. -
Fed. I.D. # 22-0999690
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7. SOLE VOTING POWER
SHARES 13,375,083
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 25,528,282 See Item 5(a).
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 13,375,083
10. SHARED DISPOSITIVE POWER
25,244,948 See Item 5(a).
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,375,083 See Item 5(a).
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6% See Item 5(a).
14. TYPE OF REPORTING PERSON
CO
<PAGE> 4
Page 4 of 22 Pages
NOTE: THE ENTIRE TEXT OF THIS SCHEDULE 13D, AS HEREBY AMENDED (THIS
"STATEMENT"), OTHER THAN PREVIOUSLY FILED PAPER EXHIBITS, IS BEING
RESTATED PURSUANT TO RULE 13D-2(C) UNDER THE EXCHANGE ACT.
ITEM 1. SECURITY AND ISSUER.
The securities to which this Statement relate are the shares of
Common Stock, $.001 par value ("Common Stock"), of CareAdvantage, Inc. (the
"Company"), a corporation incorporated under the laws of the State of Delaware.
The principal executive offices of the Company are at Metropolitan Corporate
Center 485-C, Route 1 South, Iselin, New Jersey 08830-3037.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The persons filing this Statement are Enterprise Holding
Company, Inc., a corporation incorporated under the laws of the State of New
Jersey ("EHC"), and EHC's sole shareholder, Blue Cross and Blue Shield of New
Jersey, Inc., a health service corporation organized under the laws of the State
of New Jersey ("BCBSNJ").
As a result of EHC having acquired a security or power in connection
with or as a participant in any transaction having the purpose or effect of
changing or influencing the control of the Company, EHC may be deemed, as of the
date this Statement was initially filed, to have been the beneficial owner of
shares of Common Stock pursuant to Rule 13d-3(d)(1)(I) under the Exchange Act
and a member of a "group" pursuant to Rule 13d-5(b)(1) under the Exchange Act.
See Item 4. EHC has subsequently transferred its interest in any such security
or power to BCBSNJ. See Items 3 and 5. Each of EHC and BCBSNJ disclaims
beneficial ownership of any shares of Common Stock beneficially owned by any
other person, including any person who may be deemed to be part of any such
group.
(b) EHC is incorporated as a corporation under the laws of the State
of New Jersey with its sole business address and office at Three Penn Plaza
East, Newark, New Jersey 07105-2200. BCBSNJ is organized as a health service
corporation under the laws of the State of New Jersey with its principal
business address and office at Three Penn Plaza East, Newark, New Jersey
07105-2200.
(c) EHC's sole business is a holding company. BCBSNJ conducts its
business as a health service corporation pursuant to the law of the State of New
Jersey.
(d) During the last five years, neither EHC nor BCBSNJ has (I) been
convicted in a criminal proceeding or (ii) been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
proceeding it was or is subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date on which this Statement was initially filed, the
Company had not issued any shares of the Common Stock to either EHC or BCBSNJ.
On February 22, 1996, EHC sold to CareAdvantage Health Systems, Inc., a
corporation incorporated under the laws of the State of Delaware and wholly
owned subsidiary of the Company ("CAHS"), all of the outstanding capital stock
of Contemporary HealthCare Management, Inc., a corporation incorporated under
the laws of the State of New Jersey ("CHCM") (the "CHCM Acquisition"). In
connection with the CHCM Acquisition, CAHS issued to EHC an 8% Exchangeable Note
dated February 22, 1996 in the principal amount of $3,600,000 (the "Note", a
copy of which has previously been filed and incorporated herein by reference),
which Note was accepted and agreed to by the Company. According to the terms of
the Note, upon the effectiveness of an amendment to the certificate of
incorporation of the Company (providing for, among other things, a 1-for-6
reverse split with respect to the Common Stock) (the "Charter Amendment"),
subject to certain conditions, the Note would be automatically exchanged into
that number of shares of Common Stock of the Company equal to not less than
forty percent (40%) of the Common Stock on a fully-diluted basis, which, if such
exchange was calculated as of February 22, 1996, would have equaled 80,250,496
(pre-reverse split) shares of Common Stock (the "EHC Exchange Shares").
By instrument dated as of August 31, 1996, EHC transferred, as a
dividend to BCBSNJ, all of EHC's right, title and interest in and to the Note
(and under certain related agreements described in Item 4 of this Statement),
together with corresponding liabilities, obligations and commitments. A copy of
the instrument of assignment and assumption is attached as Exhibit 4 hereto and
incorporated herein by reference.
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Page 5 of 22 Pages
The Company advised BCBSNJ on September 30, 1996 that the Charter
Amendment had become effective as of the close of business on September 27 and
that the other conditions precedent to exchange of the Note for the EHC Exchange
Shares had been satisfied. Accordingly, BCBSNJ surrendered the Note, pursuant to
its terms, on September 30, 1996 and received in exchange therefor 13,375,083
(post-reverse split) shares of Common Stock, representing forty percent (40%) of
the Common Stock on a fully-diluted basis.
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of Common Stock of which EHC was, and BCBSNJ is,
the beneficial owner for purposes of this Statement were purchased or acquired
for investment purposes. Each of EHC and BCBSNJ disclaims beneficial ownership
of any shares of Common Stock beneficially owned by any other person, including
any person who may be deemed to be part of a group.
In connection with the CHCM Acquisition, EHC was issued the Note.
Subject to certain conditions, the Note was exchangeable and required to be
exchanged into the EHC Exchange Shares upon the approval by the requisite number
of the Company's stockholders of an amendment to the Charter Amendment. The Note
would become due and payable on June 30, 1998 in the event that the Note was not
exchanged for Common Stock prior to such date. The Note was guaranteed by the
Company and CHCM and was secured by substantially all of the assets of the
Company, CAHS and CHCM. In addition, in the event that CW Ventures II, L.P., a
limited partnership organized under the laws of the State of New York ("CW"), is
issued additional shares of Common Stock pursuant to that certain 8%
Exchangeable Note dated February 22, 1996 in the principal amount of $2,000,000
issued by CAHS and accepted and agreed to by the Company and made payable to CW
(the "CW Note"), the Company would be required to issue to EHC additional shares
of the Common Stock which, when aggregated with the EHC Exchange Shares, would
equal up to 45% of the outstanding shares of the Common Stock of the Company on
a fully-diluted basis.
Simultaneously with the CHCM Acquisition and the issuance of the
Note, CW purchased from the Company 23,419,204 (pre-reverse split) shares of
Common Stock pursuant to the terms and conditions of a Securities Purchase
Agreement dated as of February 22, 1996. In addition, CW was issued the CW Note
by CAHS. The CW Note, by its terms, is exchangeable at any time by CW into that
number of shares of Common Stock which would constitute 23 1/3% percent of the
outstanding shares of Common Stock on a fully-diluted basis which, if such
exchange was calculated as of February 22, 1996, would equal 46,799,980
(pre-reverse split) shares of Common Stock (the "CW Exchange Shares"). Subject
to certain conditions, including any default thereunder, the CW Note is required
to be exchanged (to the extent not previously exchanged) for CW Exchange Shares
at maturity. In addition, in the event that certain sales and/or earnings
targets for the Company's fiscal year ending October 31, 1996 are not met, the
Company will be required to issue to CW that number of additional shares of
Common Stock which would, in total, when aggregated with the CW Exchange Shares
and the other shares of Common Stock otherwise issued or issuable to CW, equal
to 45% of the outstanding shares of Common Stock on a fully-diluted basis. The
CW Note will become due and payable on June 30, 1998 in the event that the CW
Note is not exchanged for Common Stock prior to such date. The CW Note is
guaranteed by the Company and CHCM and is secured by substantially all of the
assets of the Company, CAHS and CHCM.
The Company, CAHS, CHCM, EHC, BCBSNJ and CW are parties to a certain
letter agreement dated February 22, 1996 which sets forth the priority of CW,
EHC and BCBSNJ with respect to certain assets of the Company, CAHS and CHCM,
which assets secure, inter alia, the Note and the CW Note. Each of EHC and CW
agreed to waive accrued interest otherwise payable with respect to the Note and
the CW Note, respectively, upon exchange thereof for EHC Exchange Shares and CW
Exchange Shares, respectively.
In connection with its transfer of the Note to BCBSNJ as of August
31, 1996, EHC assigned all of its rights and obligations under the foregoing
letter agreement to BCBSNJ. See Items 3 and 5.
EHC, CW and the Company have also entered into the Stockholders'
Agreement dated as of February 22, 1996 (the "Stockholders' Agreement", a copy
of which has previously been filed and incorporated herein by reference).
Pursuant to the Stockholders' Agreement, each of EHC and CW has agreed to vote
all shares of Common Stock of the Company now owned or hereafter acquired by
them to maintain a seven (7) person Board of Directors of the Company to be
comprised of the following members: (i) two (2) nominees designated by CW; (ii)
two (2) nominees designated by EHC; (iii) two (2) nominees designated by senior
management of the Company acceptable to both EHC and CW; and (iv) one (1)
non-Company employee nominee acceptable to both EHC and CW. The Stockholders'
Agreement also prohibits the Company from taking any of the following actions
without the consent of EHC or the EHC nominees on the Board of Directors of the
Company: (a) the merger, consolidation, or other combination of the Company with
any other person or entity or the sale of substantially all of the assets of the
Company; (b) the declaration or payment by the Company of any dividends or
distributions in respect of the
<PAGE> 6
Page 6 of 22 Pages
Company's capital stock; (c) any changes in the capital structure of the
Company, including, without limitation, the issuance of any shares of capital
stock of the Company or any securities convertible into or exchangeable or
exercisable for shares of the capital stock of the Company, including, without
limitation, any Common Stock, or the entering into of any commitments or
agreements with respect to the foregoing; other than with respect to the
issuance of Common Stock upon the exercise of outstanding warrants and options
as of the date of the Stockholders' Agreement; (d) the incurrence of any
indebtedness by the Company in the aggregate at any time outstanding in excess
of Two Hundred Fifty Thousand Dollars ($250,000); (e) except to the extent
otherwise specifically provided for in the Stockholders' Agreement, the Company
entering into any material transaction with any affiliate of the Company; and
(f) the appointment or the replacement of the President and Chief Executive
Officer of the Company. The Stockholders' Agreement also prohibits the Company
from taking certain actions without the consent of CW or the CW nominees on the
Board of Directors or the Company. In addition, the Company's Amended and
Restated ByLaws provide that no action is permitted to be taken at any meeting
of the Board of Directors or any committee thereof unless at least one director
designated by CW and one director designated by EHC is participating.
The Stockholders' Agreement also provides EHC and CW with pro rata
rights of first refusal with respect to any proposed issuance by the Company of
its debt or equity securities (other than through any public sale effected
through a broker or a dealer or pursuant to a registered public offering under
the Securities Act of 1933, as amended). In addition, each of EHC and CW has a
right of first refusal with respect to any proposed transfer of Common Stock by
the other party which exceeds 1% of the Company's total outstanding Common Stock
(other than with respect to public sales and distributions of shares of Common
Stock by CW to its partners in the ordinary course of business). The
Stockholders' Agreement also provides CW with the right to purchase EHC's shares
of Common Stock in the event that the Services Agreement dated as of February
22, 1996 among the Company, CAHS, CHCM and BCBSNJ is terminated under certain
circumstances by BCBSNJ.
In connection with its transfer of the Note to BCBSNJ as of August
31, 1996, EHC assigned all of its rights and obligations under the Stockholders'
Agreement to BCBSNJ. See Items 3 and 5.
Each of EHC, CW and the Company is a party to a Registration Rights
Agreement dated as of February 22, 1996 (the "Registration Rights Agreement," a
copy of which has previously been filed and incorporated herein by reference)
pursuant to which (i) the Company is required to file a "shelf" registration
statement with the Securities and Exchange Commission on or prior to June 30,
1996, and to use its best efforts to have such registration statement declared
effective as soon thereafter as possible, covering, inter alia, the EHC Exchange
Shares and the CW Exchange Shares; and (ii) each of EHC and CW is entitled to
certain demand and piggyback registration rights.
In connection with its transfer of the Note to BCBSNJ as of August
31, 1996, EHC assigned all of its rights and obligations under the Registration
Rights Agreement to BCBSNJ. See Items 3 and 5.
Except as set forth in this Item 4, neither EHC nor BCBSNJ has any
present plans or proposals of the type set forth in paragraphs (a) through (j)
of Item 4 of the Special Instructions for Complying with Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) As of the date on which this Statement was initially filed, the
Company had not issued any shares of the Common Stock to either EHC or BCBSNJ.
On February 22, 1996, EHC sold to CAHS, all of the outstanding capital stock of
CHCM. In connection with the CHCM Acquisition, CAHS issued the Note to EHC,
which Note was accepted and agreed to by the Company. According to the terms of
the Note, upon the effectiveness of the Charter Amendment (providing for, among
other things, a 1-for-6 reverse split with respect to the Common Stock), subject
to certain conditions, the Note would be automatically exchanged into the EHC
Exchange Shares, representing that number of shares of Common Stock of the
Company equal to not less than forty percent (40%) of the Common Stock on a
fully-diluted basis, which, if such exchange was calculated as of February 22,
1996, would have equaled 80,250,496 (pre-reverse split) shares of Common Stock.
By instrument dated as of August 31, 1996, EHC transferred, as a
dividend to BCBSNJ, all of EHC's right, title and interest in and to the Note
(and under certain related agreements described in Item 4 of this Statement),
together with corresponding liabilities, obligations and commitments. A copy of
the instrument of assignment and assumption is attached as Exhibit 4 hereto and
incorporated herein by reference.
The Company advised BCBSNJ on September 30, 1996 that the Charter
Amendment had become effective as of the close of business on September 27 and
that the other conditions precedent to exchange of the Note for the EHC Exchange
Shares had been satisfied. Accordingly, BCBSNJ surrendered the Note, pursuant to
its terms, on September 30, 1996 and received in exchange therefor 13,375,083
(post-reverse split) shares of Common Stock, representing forty percent (40%) of
the Common Stock on a fully-diluted basis.
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Page 7 of 22 Pages
The aggregate number of shares of Common Stock and the percentage of
outstanding shares of Common Stock (based upon (i) the approximately 10,858,244
shares of Common Stock outstanding prior to the consummation on September 30,
1996 of the exchange transaction herein described, (ii) the issuance to BCBSNJ
of 13,175,083 shares of Common Stock as part of the exchange and (iii) an
aggregate 7,966,664 additional shares of Common Stock issuable to CW as
described in Note (1), below) beneficially owned by BCBSNJ and the persons who
may be deemed to comprise a "group" within the meaning of Section 13(d)(3) of
the Exchange Act, as of the close of business on September 30, 1996, are set
forth below:
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
NAME OF HOLDER BENEFICIALLY OWNED OUTSTANDING SHARES
-------------- ------------------ ------------------
<S> <C> <C>
CW Ventures II, L.P. ............... 12,153,199(1) 33.7%
Blue Cross and Blue Shield
of New Jersey, Inc. ............... 13,658,417(2) 48.6%
Total .............................. 25,528,282 70.7%
</TABLE>
- ------------------------
(1) Consists of 3,903,201 shares of Common Stock purchased by CW on February
22, 1996; 7,799,997 shares of Common Stock issuable upon exchange of the
CW Note, as described in Item 4 of this Statement; 166,667 shares of
Common Stock underlying warrants issued by the Company to CW on January 2,
1996; and 283,334 shares subject to a proxy to vote granted by Primedex
Health Systems, Inc., a New York corporation and the former parent of the
Company ("Primedex"), to the Board of Directors of the Company, two of
whose members have been designated by CW pursuant to the Stockholders'
Agreement dated as of February 22, 1996 (the "Stockholders' Agreement") by
and among the Company, CW and BCBSNJ, as assignee of EHC. See Item 4.
(2) Consists of 13,375,083 shares of Common Stock acquired by BCBSNJ in
exchange for the Note on September 30, 1996 and 283,334 shares subject to
a proxy to vote granted by Primedex to the Board of Directors of the
Company, two of whose members have been designated by BCBSNJ pursuant to
the Stockholders' Agreement. BCBSNJ disclaims beneficial ownership of such
283,334 shares. See Item 4.
Each of EHC and BCBSNJ disclaims membership in a group with CW for the purpose
of Section 13(d) of the Exchange Act or for any other purpose.
(b) By virtue of the Stockholders' Agreement, BCBSNJ and CW may be
deemed to have shared power to vote or direct the vote and shared power to
dispose of or direct the disposition of the shares of Common Stock beneficially
owned by BCBSNJ. However, BCBSNJ disclaims membership in a group with CW for the
purpose of Section 13(d) of the Exchange Act or for any other purpose.
(c) By instrument dated as of August 31, 1996, EHC transferred, as a
dividend to BCBSNJ, all of EHC's right, title and interest in and to the Note
and under certain related agreements described in Item 4 of this Statement,
together with corresponding liabilities, obligations and commitments. A copy of
the instrument of assignment and assumption is attached as Exhibit 4 hereto and
incorporated herein by reference.
(d) Not applicable.
(e) By instrument dated as of August 31, 1996, EHC transferred, as a
dividend to BCBSNJ, all of EHC's right, title and interest in and to the Note
and under certain related agreements described in Item 4 of this Statement,
together with corresponding liabilities, obligations and commitments. A copy of
the instrument of assignment and assumption is attached as Exhibit 4 hereto and
incorporated herein by reference. As a result of this transfer, EHC ceased to
hold any interest in any shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
<PAGE> 8
Page 8 of 22 Pages
Except as set forth in Item 4 above, neither EHC nor BCBSNJ has any
contract, arrangement, understanding or relationship (legal or otherwise) with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Copy of Stockholders' Agreement dated as of February 22, 1996
by and among the Company, EHC and CW (previously filed).
2. Copy of $3,600,000 principal amount 8.0% Exchangeable Note
dated February 22, 1996 issued by CAHS, a wholly-owned
subsidiary of the Company, and accepted and agreed to by the
Company, to EHC (previously filed).
3. Copy of Registration Rights Agreement dated as of February 22,
1996 by and among the Company, EHC and CW (previously filed).
4. Copy of Assignment and Assumption between EHC and BCBSNJ dated
as of August 31, 1996.
<PAGE> 9
Page 9 of 22 Pages
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
correct.
October 2, 1996
---------------------------------------------
(Date)
ENTERPRISE HOLDING COMPANY, INC.
/s/ Robert J. Pures
---------------------------------------------
Name: Robert J. Pures
Title: President
BLUE CROSS AND BLUE SHIELD OF NEW
JERSEY, INC.
/s/ Robert J. Pures
---------------------------------------------
Name: Robert J. Pures
Title:Senior Vice President - Administration,
Chief Financial Officer & Treasurer
<PAGE> 10
Page 10 of 22 Pages
APPENDIX A
INFORMATION REQUIRED BY ITEM 2 OF
THE SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
The following information is based on the knowledge of Enterprise
Holding Company, Inc. and Blue Cross and Blue Shield of New Jersey, Inc., the
entities filing this Schedule 13D:
With Respect to the Directors and Executive Officers of Enterprise
Holding Company, Inc. and Blue Cross and Blue Shield of New Jersey,
Inc.
1. Mr. William J. Marino
(a) Mr. Marino is a citizen of the United States of America.
(b) Mr. Marino's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Marino is the Chairman and Chief Executive Officer
of Enterprise Holding Company, Inc. ("EHC") and the
President and Chief Executive Officer of Blue Cross and
Blue Shield of New Jersey, Inc. ("BCBSNJ"). Mr. Marino
also serves as a director of each of EHC and BCBSNJ.
(d) During the last five years, Mr. Marino has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Marino has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
2. Ms. Barbara Wright Bell
(a) Ms. Bell is a citizen of the United States of America.
(b) Ms. Bell's business address is Three Penn Plaza East,
Newark, New Jersey 07105- 2200.
(c) Ms. Bell serves as a director of each of EHC and BCBSNJ.
(d) During the last five years, Ms. Bell has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ms. Bell has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she 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.
<PAGE> 11
Page 11 of 22 Pages
3. Mr. Vincent J. Giblin
(a) Mr. Giblin is a citizen of the United States of America.
(b) Mr. Giblin's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Giblin is the Chairman of BCBSNJ. He also serves as
a director of each of EHC and BCBSNJ.
(d) During the last five years, Mr. Giblin has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Giblin has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
4. Mr. Rocco J. Marano
(a) Mr. Marano is a citizen of the United States of America.
(b) Mr. Marano's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Marano serves as a director of each of EHC and
BCBSNJ.
(d) During the last five years, Mr. Marano has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Marano has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
5. Mr. Robert J. Pures
(a) Mr. Pures is a citizen of the United States of America.
(b) Mr. Pures' business address is Three Penn Plaza East,
Newark, New Jersey 07105- 2200.
(c) Mr. Pures is the President and Treasurer of EHC and
Senior Vice President- Administration, Chief Financial
Officer and Treasurer of BCBSNJ. Mr. Pures also serves
as a director of each of EHC and BCBSNJ.
(d) During the last five years, Mr. Pures has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Pures has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which
<PAGE> 12
Page 12 of 22 Pages
proceeding 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.
6. Ronald J. Riccio, Esq.
(a) Mr. Riccio is a citizen of the United States of America.
(b) Mr. Riccio's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Riccio serves as a director of each of EHC and
BCBSNJ.
(d) During the last five years, Mr. Riccio has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Riccio has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
7. Mr. Leo J. Rogers, Jr.
(a) Mr. Rogers is a citizen of the United States of America.
(b) Mr. Rogers' business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Rogers serves as a director of each of EHC and
BCBSNJ.
(d) During the last five years, Mr. Rogers has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Rogers has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
8. Mr. James A. Skidmore, Jr.
(a) Mr. Skidmore is a citizen of the United States of
America.
(b) Mr. Skidmore's business address is Three Penn Plaza
East, Newark, New Jersey 07105-2200.
(c) Mr. Skidmore serves as a director of each of EHC and
BCBSNJ.
(d) During the last five years, Mr. Skidmore has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
<PAGE> 13
Page 13 of 22 Pages
(e) During the last five years, Mr. Skidmore has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
9. Susan Scholle Connor, Esq.
(a) Ms. Connor is a citizen of the United States of America.
(b) Ms. Connor's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Ms. Connor is the Secretary of EHC and Vice President,
Secretary and General Counsel of BCBSNJ.
(d) During the last five years, Ms. Connor has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ms. Connor has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she 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.
10. Ms. Priscilla B. Anderson
(a) Ms. Anderson is a citizen of the United States of
America.
(b) Ms. Anderson's business address is Three Penn Plaza
East, Newark, New Jersey 07105-2200.
(c) Ms. Anderson serves as a director of BCBSNJ.
(d) During the last five years, Ms. Anderson has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ms. Anderson has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she 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.
11. Mr. Lawrence R. Codey
(a) Mr. Codey is a citizen of the United States of America.
(b) Mr. Codey's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Codey serves as a director of BCBSNJ.
<PAGE> 14
Page 14 of 22 Pages
(d) During the last five years, Mr. Codey has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Codey has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
12. Mr. Aristides W. Georgantas
(a) Mr. Georgantas is a citizen of the United States of
America.
(b) Mr. Georgantas' business address is Three Penn Plaza
East, Newark, New Jersey 07105-2200.
(c) Mr. Georgantas serves as a director of BCBSNJ.
(d) During the last five years, Mr. Georgantas has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Georgantas has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
13. Mr. John G. Hansbury
(a) Mr. Hansbury is a citizen of the United States of
America.
(b) Mr. Hansbury's business address is Three Penn Plaza
East, Newark, New Jersey 07105-2200.
(c) Mr. Hansbury serves as a director of BCBSNJ.
(d) During the last five years, Mr. Hansbury has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Hansbury has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
14. Mr. Alfred C. Koeppe
(a) Mr. Koeppe is a citizen of the United States of America.
(b) Mr. Koeppe's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Koeppe serves as a director of BCBSNJ.
<PAGE> 15
Page 15 of 22 Pages
(d) During the last five years, Mr. Koeppe has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Koeppe has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
15. Rev. Perry Simmons, Jr.
(a) Rev. Simmons is a citizen of the United States of
America.
(b) Rev. Simmons' business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Rev. Simmons serves as a director of BCBSNJ.
(d) During the last five years, Rev. Simmons has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Rev. Simmons has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
16. Peter G. Stewart, Esq.
(a) Mr. Stewart is a citizen of the United States of
America.
(b) Mr. Stewart's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Stewart serves as a director of BCBSNJ.
(d) During the last five years, Mr. Stewart has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Stewart has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
17. Ms. Carol A. Banks
(a) Ms. Banks is a citizen of the United States of America.
(b) Ms. Banks' business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Ms. Banks is the Vice President - State Health Benefits
Program of BCBSNJ.
<PAGE> 16
Page 16 of 22 Pages
(d) During the last five years, Ms. Banks has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ms. Banks has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she 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.
18. Mr. Donald M. Curry
(a) Mr. Curry is a citizen of the United States of America.
(b) Mr. Curry's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Curry is the Vice President - New Ventures of
BCBSNJ.
(d) During the last five years, Mr. Curry has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Curry has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
19. Mr. John J. Lynch
(a) Mr. Lynch is a citizen of the United States of America.
(b) Mr. Lynch's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Lynch is the Vice President - Actuary of BCBSNJ.
(d) During the last five years, Mr. Lynch has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Lynch has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
20. Mr. Dennis F. Marco
(a) Mr. Marco is a citizen of the United States of America.
(b) Mr. Marco's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Marco is the Vice President - Marketing &
Communications of BCBSNJ.
<PAGE> 17
Page 17 of 22 Pages
(d) During the last five years, Mr. Marco has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Marco has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
21. Mr. Robert A. Marino
(a) Mr. Marino is a citizen of the United States of America.
(b) Mr. Marino's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Marino is the Vice President - Corporate & Major
Accounts Market of BCBSNJ.
(d) During the last five years, Mr. Marino has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Marino has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
22. Michael R. McGarvey, M.D.
(a) Dr. McGarvey is a citizen of the United States of
America.
(b) Dr. McGarvey's business address is Three Penn Plaza
East, Newark, New Jersey 07105-2200.
(c) Dr. McGarvey is the Senior Vice President - Health
Industry Services of BCBSNJ.
(d) During the last five years, Dr. McGarvey has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Dr. McGarvey has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
23. Mr. Robert E. Meehan
(a) Mr. Meehan is a citizen of the United States of America.
(b) Mr. Meehan's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
<PAGE> 18
Page 18 of 22 Pages
(c) Mr. Meehan is the Vice President - Individual & Small
Employer of BCBSNJ.
(d) During the last five years, Mr. Meehan has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Meehan has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
24. Ms. Pamela T. Miller
(a) Ms. Miller is a citizen of the United States of America.
(b) Ms. Miller's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Ms. Miller is the Vice President - Government, Strategic
Planning and Quality Management of BCBSNJ.
(d) During the last five years, Ms. Miller has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ms. Miller has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she 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.
25. Ms. Nancy N. Minervini
(a) Ms. Minervini is a citizen of the United States of
America.
(b) Ms. Minervini's business address is Three Penn Plaza
East, Newark, New Jersey 07105-2200.
(c) Ms. Minervini is the Vice President - Health Care
Finance of BCBSNJ.
(d) During the last five years, Ms. Minervini has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ms. Minervini has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she 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.
26. Mr. Joseph G. Rampone
(a) Mr. Rampone is a citizen of the United States of
America.
<PAGE> 19
Page 19 of 22 Pages
(b) Mr. Rampone's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Mr. Rampone is the Vice President - Managed Operations
of BCBSNJ.
(d) During the last five years, Mr. Rampone has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Rampone has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
27. Ms. Carole Czar Soldo
(a) Ms. Soldo is a citizen of the United States of America.
(b) Ms. Soldo's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Ms. Soldo is the Vice President - Human Resources of
BCBSNJ.
(d) During the last five years, Ms. Soldo has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Ms. Soldo has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding she 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.
28. Stephen J. Fischl, M.D.
(a) Dr. Fischl is a citizen of the United States of America.
(b) Dr. Fischl's business address is Three Penn Plaza East,
Newark, New Jersey 07105-2200.
(c) Dr. Fischl serves as a director of BCBSNJ.
(d) During the last five years, Dr. Fischl has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Dr. Fischl has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding 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.
<PAGE> 20
Page 20 of 22 Pages
EXHIBIT INDEX
EXHIBIT Page
1. Copy of Stockholders' Agreement dated as of
February 22, 1996 by and among the Company,
EHC and CW (previously filed)
2. Copy of $3,600,000 principal amount 8.0% Exchangeable Note dated
February 22, 1996 issued by CAHS, a wholly-owned subsidiary of the
Company, and accepted and agreed to by the Company, to EHC
(previously filed)
3. Copy of Registration Rights Agreement dated as
of February 22, 1996 by and among the Company,
EHC and CW (previously filed)
4. Copy of Assignment and Assumption between 21
EHC and BCBSNJ dated as of August 31, 1996
<PAGE> 1
Page 21 of 22 Pages
EXHIBIT 4
ASSIGNMENT AND ASSUMPTION
FOR VALUE RECEIVED, the undersigned, ENTERPRISE HOLDING COMPANY, INC., a
New Jersey corporation ("Assignor"), hereby assigns to BLUE CROSS AND BLUE
SHIELD OF NEW JERSEY, INC., a New Jersey health service corporation
("Assignee"), all of Assignor's right, title and interest in and to that certain
8% Exchangeable Note due June 30, 1998 (the "Note") of CareAdvantage Health
Systems, Inc., a Delaware corporation, the related Guarantee (the "Guarantee")
of CareAdvantage, Inc., a Delaware corporation, and the other agreements
identified on Schedule I hereto (collectively, the "Related Agreements"),
together with any and all liabilities, obligations and commitments of Assignor
under the Note, the Guarantee and the Related Agreements.
FOR VALUE RECEIVED, Assignee hereby accepts such assignment and assumes
the foregoing liabilities, obligations and commitments of Assignor under the
Note, the Guarantee and the Related Agreements and agrees to be bound thereby.
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
signed by their duly authorized representatives as of the date set forth below.
ENTERPRISE HOLDING COMPANY,
INC., as Assignor
By: /s/ Robert J. Pures
-----------------------------------
Name: Robert J. Pures
Title: President
BLUE CROSS AND BLUE SHIELD OF
NEW JERSEY, INC., as Assignee
By: /s/ Robert J. Pures
-----------------------------------
Name: Robert J. Pures
Title: Senior Vice President - Administration,
Chief Financial Officer and Treasurer
Dated as of August 31, 1996
<PAGE> 2
Page 22 of 22 Pages
SCHEDULE I
RELATED AGREEMENTS
1. Stock Acquisition Agreement dated as of February 22, 1996 by and among
Enterprise Holding Company, Inc. ("EHC"), CareAdvantage Health Systems,
Inc. ("CAHS"), CareAdvantage, Inc., it sole shareholder ("CAI"), and
Contemporary HealthCare Management, Inc. ("CHCM").
2. Stockholders' Agreement by and among EHC, CW Ventures II, L.P. ("CW") and
CAI.
3. Registration Rights Agreement by and among EHC, CW and CAI.
4. Intercreditor Agreement by and among CW, CAHS, CHCM, CAI, Blue Cross and
Blue Shield of New Jersey, Inc. and EHC.
5. Pledge and Security Agreement by and between CAI and EHC.
6. Guaranty by CHCM in favor of EHC.
7. Pledge and Security Agreement by and between CHCM and EHC.
8. Pledge and Security Agreement by and between CAHS and EHC.
