<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
SHERIDAN HEALTHCARE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
823781109
------------------
(CUSIP Number)
JAY A. MARTUS, ESQ.
SHERIDAN HEALTHCARE, INC.
4651 SHERIDAN STREET
SUITE 400
HOLLYWOOD, FLORIDA 33021
(954) 986-7550
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 24, 1999
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
(Continued on following pages)
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Page 1 of 15 Pages
<PAGE> 2
CUSIP NO. (COMMON STOCK) 823781109
PAGE 2 OF 15 PAGES
<TABLE>
<C> <S> <C> <C>
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR. MITCHELL EISENBERG
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
- ----------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
NUMBER OF 7
SHARES 258,041(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 698,759(1)
PERSON -----------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
258,041(1)
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
698,759(1)
- ----------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
698,759(1)
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11)).
- ----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Reporting Person beneficially owns 258,041 shares of Common Stock,
par value $0.01 per share, of the Issuer (the "Common Stock") by reason of
holding such shares or options exercisable within 60 days to acquire such
shares. The Reporting Person may also be deemed to beneficially own the
aggregate amount of shares of Common Stock included in Row 11 pursuant to the
Subscription and Tender Agreements and the Tender Agreement, as described in
Item 4 of this Schedule 13D.
<PAGE> 3
CUSIP NO. (COMMON STOCK) 823781109
PAGE 3 OF 15 PAGES
<TABLE>
<C> <S> <C> <C>
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR. LEWIS D. GOLD
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
- ----------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
NUMBER OF 7
SHARES 206,325(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 698,759(1)
PERSON -----------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
206,325(1)
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
698,759(1)
- ----------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
698,759(1)
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11)).
- ----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Reporting Person beneficially owns 206,325 shares of Common Stock,
par value $0.01 per share, of the Issuer (the "Common Stock") by reason of
holding such shares or options exercisable within 60 days to acquire such
shares. The Reporting Person may also be deemed to beneficially own the
aggregate amount of shares of Common Stock included in Row 11 pursuant to the
Subscription and Tender Agreements and the Tender Agreement, as described in
Item 4 of this Schedule 13D.
<PAGE> 4
CUSIP NO. (COMMON STOCK) 823781109
PAGE 4 OF 15 PAGES
<TABLE>
<C> <S> <C> <C>
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR. GILBERT L. DROZDOW
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
NUMBER OF 7
SHARES 78,537(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 698,759(1)
PERSON -----------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
78,537(1)
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
698,759(1)
- ----------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
698,759(1)
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11)).
- ----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Reporting Person beneficially owns 78,537 shares of Common Stock,
par value $0.01 per share, of the Issuer (the "Common Stock") by reason of
holding such shares or options exercisable within 60 days to acquire such
shares. The Reporting Person may also be deemed to beneficially own the
aggregate amount of shares of Common Stock included in Row 11 pursuant to the
Subscription and Tender Agreements and the Tender Agreement, as described in
Item 4 of this Schedule 13D.
<PAGE> 5
CUSIP NO. (COMMON STOCK) 823781109
PAGE 5 OF 15 PAGES
<TABLE>
<C> <S> <C> <C>
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT J. COWARD
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
NUMBER OF 7
SHARES 25,200(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 698,759(1)
PERSON -----------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
25,200(1)
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
698,759(1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
698,759(1)
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11)).
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TYPE OF REPORTING PERSON
14
IN
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</TABLE>
(1) The Reporting Person beneficially owns 25,200 shares of Common Stock,
par value $0.01 per share, of the Issuer (the "Common Stock") by reason of
holding such shares or options exercisable within 60 days to acquire such
shares. The Reporting Person may also be deemed to beneficially own the
aggregate amount of shares of Common Stock included in Row 11 pursuant to the
Subscription and Tender Agreements and the Tender Agreement, as described in
Item 4 of this Schedule 13D.
<PAGE> 6
CUSIP NO. (COMMON STOCK) 823781109
PAGE 6 OF 15 PAGES
<TABLE>
<C> <S> <C> <C>
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL F. SCHUNDLER
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
NUMBER OF 7
SHARES 73,700(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 698,759(1)
PERSON -----------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
73,700(1)
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
698,759(1)
- ----------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
698,759(1)
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11)).
- ----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
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</TABLE>
(1) The Reporting Person beneficially owns 73,700 shares of Common Stock,
par value $0.01 per share, of the Issuer (the "Common Stock") by reason of
holding such shares or options exercisable within 60 days to acquire such
shares. The Reporting Person may also be deemed to beneficially own the
aggregate amount of shares of Common Stock included in Row 11 pursuant to the
Subscription and Tender Agreements and the Tender Agreement, as described in
Item 4 of this Schedule 13D.
<PAGE> 7
CUSIP NO. (COMMON STOCK) 823781109
PAGE 7 OF 15 PAGES
<TABLE>
<C> <S> <C> <C>
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAY A. MARTUS
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
NUMBER OF 7
SHARES 56,956(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 8
REPORTING 698,759(1)
PERSON -----------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
9
56,956(1)
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
698,759(1)
- ----------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON
698,759(1)
- ----------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11)).
- ----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Reporting Person beneficially owns 56,956 shares of Common Stock,
par value $0.01 per share, of the Issuer (the "Common Stock") by reason of
holding such shares or options exercisable within 60 days to acquire such
shares. The Reporting Person may also be deemed to beneficially own the
aggregate amount of shares of Common Stock included in Row 11 pursuant to the
Subscription and Tender Agreements and the Tender Agreement, as described in
Item 4 of this Schedule 13D.
<PAGE> 8
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the shares of common stock, par
value $0.01 per share (the "Common Stock"), of Sheridan Healthcare, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 4651 Sheridan Street, Suite 400, Hollywood, Florida 33021.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed jointly by the persons named below as a group
pursuant to Rule 13d-1(k)(1) (the "Reporting Persons") with respect to their
ownership of Common Stock.
The business address for each Reporting Person is 4651 Sheridan Street,
Suite 400, Hollywood, Florida 33021. Each of them is a citizen of the United
States.
Dr. Mitchell Eisenberg is a director and the Chief Executive Officer of the
Issuer.
Dr. Lewis D. Gold is a director and the Executive Vice
President -- Business Development of the Issuer.
Mr. Michael F. Schundler is the Chief Operating Officer and Chief Financial
Officer of the Issuer.
Mr. Jay A. Martus is the Vice-President, Secretary and General Counsel of
the Issuer.
Dr. Gilbert L. Drozdow is the Vice-President -- Hospital Based Services of
the Issuer.
Mr. Robert J. Coward is the Vice-President -- Finance of the Issuer.
None of the Reporting Persons has, during the last five years (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 28, 1994, the Issuer acquired all of the outstanding capital
stock of Southeastern Anesthesia Management Associates, Inc., a corporation
formed in 1962, and a related corporation, MediServ, Inc., for approximately
$43.3 million in cash (the "1994 Acquisition"). In connection with the 1994
Acquisition, the Issuer issued shares of Common Stock at an effective purchase
price of $.58 per share, (the estimated fair market value of the shares at the
date of the 1994 Acquisition), to the following executive officers in the
amounts as designated: 151,015 shares to Dr. Eisenberg, 107,870 shares to Dr.
Gold, 43,145 shares to Dr. Drozdow and 10,783 shares to Mr. Martus. On October
20, 1995, Drs. Eisenberg, Gold and Drozdow transferred all of their respective
shares to certain family limited partnerships, of which each such individual
serves as general partner. As committed to in the 1994 Acquisition, on April 27,
1995, the Issuer issued options to purchase shares of Common Stock at an
exercise price of $.58 per share pursuant to the terms of the Issuer's 1995
Stock Option Plan, as amended (the "Option Plan"), to the following executive
officers: Drs. Eisenberg and Gold were each granted options to purchase 26,956
shares; Dr. Drozdow was granted options to purchase 5,392 shares and Mr. Martus
was granted options to purchase 16,174 shares. Drs. Eisenberg and Gold each
exercised their respective options to purchase 26,956 shares on November 28,
1997 using personal funds. Dr. Drozdow exercised his options to purchase 4,314
shares on December 23, 1997 and 1,078 shares on December 14, 1998, in each case,
using personal funds.
Subsequent to the Issuer's initial public offering on October 30, 1995,
Drs. Eisenberg, Gold and Drozdow and Messrs. Martus, Schundler and Coward have
each been granted options to purchase an aggregate of 300,000, 212,500, 105,000,
121,174, 242,500 and 37,000 shares of Common Stock, respectively, at exercise
prices equal to the closing price of the Common Stock on the Nasdaq National
Market as of the dates of the option grants, pursuant to the terms of the Option
Plan. To date, Drs. Eisenberg and Gold and Mr. Schundler
Page 8 of 15 Pages
<PAGE> 9
have acquired, directly or indirectly, an aggregate of 30,070, 34,000 and 36,200
shares, respectively, in open market purchases, in each case, using personal
funds.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to the Agreement and Plan of Merger, dated March 24, 1999, among
the Issuer, Vestar/Sheridan Holdings, Inc. ("Parent") and Vestar/Sheridan, Inc.
("Purchaser") (the "Merger Agreement"), Purchaser has commenced a tender offer
for all shares of Common Stock and Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of the Issuer, at a purchase price of $9.25
per share, net to the seller in cash, without interest thereon, upon the terms
and conditions set forth in the related offer to purchase and letter of
transmittal (the "Offer"). Following completion of the Offer, subject to the
terms and conditions of the Merger Agreement and in accordance with the Delaware
General Corporation Law (the "DGCL"), Purchaser shall be merged into the Issuer
(the "Merger"), and the Issuer will continue as the surviving corporation and
become a wholly owned subsidiary of Parent and the separate corporate existence
of Purchaser will cease. At the effective time of the Merger (the "Effective
Time"), each then outstanding share of Common Stock and Class A Common Stock
(other than shares owned by Parent and its subsidiaries and shares held by
stockholders who have not voted in favor of or consented to the Merger and who
have properly demanded appraisal of their shares in accordance with Section 262
of the DGCL) will be cancelled, extinguished and converted into the right to
receive $9.25 in cash, or any higher price that may be paid pursuant to the
Offer, payable to the holder thereof, without interest, upon surrender of the
certificate formerly representing such shares, less any withholding taxes
required under applicable law.
Concurrently with the execution and delivery of the Merger Agreement,
Parent entered into Subscription and Tender Agreements (the "Subscription and
Tender Agreements") with each of Drs. Mitchell Eisenberg, Lewis D. Gold, and
Gilbert L. Drozdow and Messrs. Michael F. Schundler and Jay A. Martus, and the
Tender Agreement (the "Tender Agreement") with Mr. Robert J. Coward. The
following is a summary of the Subscription and Tender Agreements and the Tender
Agreement, which summary is qualified in its entirety by reference to the
Subscription and Tender Agreements and the Tender Agreement, copies of which are
filed as exhibits hereto and are incorporated herein by reference.
The Subscription and Tender Agreements and the Tender Agreement provide
that each Reporting Person will validly tender the shares of Common Stock he
owns in the Offer and will not withdraw any shares so tendered; provided that
the Merger Agreement has not been terminated. Each Reporting Person also agrees,
so long as such Reporting Person is required to tender his shares, to vote his
shares (a) in favor of the adoption of the Merger Agreement and the approval of
the transactions contemplated thereby and (b) against any action or agreement
that would result in a breach of any covenant, representation or warranty in the
Merger Agreement or would impede, interfere with, delay or prevent the
consummation of the Merger or the purchase of shares of Common Stock or Class A
Common Stock pursuant to the Offer. Each Reporting Person has agreed not to, so
long as he is required to tender his shares of Common Stock, purport to vote (or
execute a consent with respect to) such shares (other than in accordance with
the requirements of the Subscription and Tender Agreement or the Tender
Agreement) or grant any proxy or power of attorney with respect to any shares of
Common Stock, deposit any such shares into a voting trust or enter into any
agreement, arrangement or understanding with any person (other than the
Subscription and Tender Agreements and the Tender Agreement), directly or
indirectly, to vote, grant any proxy or give instructions with respect to the
voting of such shares, or agree to do any of the foregoing. The Subscription and
Tender Agreements and the Tender Agreement also provide that no Reporting Person
shall, so long as he is required to tender shares of Common Stock pursuant to
the Subscription and Tender Agreement or the Tender Agreement, sell, transfer or
otherwise dispose of, pledge or otherwise encumber any shares of Common Stock
after the date of such agreement (except to tender shares to Purchaser pursuant
to the Offer), or agree to do any of the foregoing.
Pursuant to the Subscription and Tender Agreements, each Reporting Person
party thereto has agreed to subscribe for and purchase, and Parent has agreed to
issue and sell to such Reporting Person, on the date
Page 9 of 15 Pages
<PAGE> 10
Purchaser purchases shares of Common Stock and Class A Common Stock pursuant to
the Offer (the "Closing Date") a specific number of shares of Parent common
stock at a price equal to the price per share of Common Stock and Class A Common
Stock paid pursuant to the Offer. The Reporting Persons (other than Mr. Coward)
have agreed to purchase an aggregate number of shares of Parent common stock
that are expected to constitute approximately 4.8% of the shares of Parent
common stock expected to be outstanding upon consummation of the Merger.
Notwithstanding any other provision of the Subscription and Tender Agreements,
Parent shall have no obligation to issue, sell or deliver any of its shares to
any Reporting Person (i) who is not a full-time employee of, or consultant to,
Parent or any of its subsidiaries on the Closing Date, (ii) whose
representations and warranties contained in the Subscription and Tender
Agreement are not true and correct as of the Closing Date in all material
respects or (iii) who has breached his obligations under his Subscription and
Tender Agreement.
The Subscription and Tender Agreements and the Tender Agreement also
provide that upon the consummation of the Merger (a) Parent shall adopt the
Vestar/Sheridan Holdings, Inc. 1999 Stock Option Plan (the "Parent Option Plan")
in substantially the form attached to the Subscription and Tender Agreements and
the Tender Agreement and (b) Parent shall enter into stock option agreements
with each Reporting Person in substantially the forms attached to the
Subscription and Tender Agreements and the Tender Agreement pursuant to which
the Reporting Persons will be granted options to purchase an aggregate of
950,000 shares of Parent common stock, at an exercise price per share equal to
the price per share of Common Stock and Class A Common Stock paid pursuant to
the Offer, subject to the satisfaction of certain time vesting requirements or
targets relating to the financial performance of the Issuer which are described
in the option agreements.
Concurrently with the execution and delivery of the Merger Agreement,
Parent, Vestar/Sheridan Investors, LLC ("Holdings"), the Issuer and the
Reporting Persons party to Subscription and Tender Agreements entered into a
Stockholders Agreement (the "Stockholders Agreement"). Mr. Coward will enter
into the Stockholders Agreement upon the consummation of the Merger. The
following is a summary of the Stockholders Agreement, which summary is qualified
in its entirety by reference to the Stockholders Agreement, a copy of which is
filed as an exhibit hereto and is incorporated herein by reference.
Pursuant to the Stockholders Agreement, the shares of Parent common stock
beneficially owned by the Reporting Persons and any other employees of Parent
and its subsidiaries who become beneficial owners of Parent common stock
(collectively, the "Management Investors") are subject to restrictions on
transfer, as well as the other provisions described below.
The Stockholders Agreement provides that Holdings and the Management
Investors will vote all of their shares of Parent common stock to elect and
continue in office a Board of Directors of Parent and each subsidiary of Parent
(other than subsidiaries of the Issuer) consisting solely of the following:
(a) three designees of Holdings;
(b) two designees of the Management Investors (who shall be Dr.
Eisenberg and Dr. Gold so long as each of them is an executive officer of
the Issuer); and
(c) two persons to be designated by Holdings in its sole discretion
after consultation with the representative of the Management Investors.
In addition, each Management Investor has agreed that until the Lapse Date (as
defined in the Stockholders Agreement), he will vote all of his shares of Parent
common stock (i) consistent with the vote of Holdings with respect to its shares
of Parent common stock and (ii) to ratify, approve and adopt any and all actions
adopted or approved by the Board of Directors of Parent.
The Stockholders Agreement provides for customary "tag-along" and
"drag-along" rights with respect to shares of Parent common stock beneficially
owned by the Management Investors. In addition, Holdings has certain rights to
require Parent to register shares of Parent common stock held by it under the
Securities Act
Page 10 of 15 Pages
<PAGE> 11
of 1933, and Holdings and the Management Investors have certain rights to
participate in publicly registered offerings of Parent common stock initiated by
Parent or other third parties.
The Stockholders Agreement provides that upon termination of a Management
Investor's employment with Parent and its subsidiaries, (a) Parent, Holdings and
the Issuer will have call rights with respect to shares of Parent common stock
owned by such Management Investor and certain transferees and (b) such
Management Investor and certain transferees in certain limited circumstances
will have a right to put shares of Parent common stock to the Issuer. The amount
paid for shares of Parent common stock upon a put or a call will vary depending
on the reason for the termination of such Management Investor's employment. The
Stockholders Agreement also contains non-competition, non-solicitation and
confidentiality provisions agreed to by each Management Investor who is not
party to a written employment agreement with Parent or one of its subsidiaries
which contains such provisions.
Concurrently with the execution and delivery of the Merger Agreement, the
Issuer entered into Employment Agreements with each of Dr. Eisenberg, Dr. Gold,
Mr. Schundler and Mr. Martus. The following is a summary of the Employment
Agreements, which summary is qualified in its entirety by reference to the
Employment Agreements, copies of which are filed as exhibits hereto and are
incorporated herein by reference.
The Employment Agreements shall become effective upon the purchase of
shares of Common Stock and Class A Common Stock pursuant to the Offer. Each
Employment Agreement has a five year term with automatic one year renewals
thereafter, unless either party gives the other six months' written notice prior
to the end of the applicable term. The Employment Agreements supersede all prior
agreements and understandings between each of the Reporting Persons party
thereto and the Issuer and its affiliates; provided that it shall not supersede
the rights of such Reporting Persons under the Issuer's employee benefit plans.
The Employment Agreements provide for one-time cash bonuses at the
Effective Time in the amounts of $650,000, $600,000, $250,000 and $245,000 for
Dr. Eisenberg, Dr. Gold, Mr. Schundler and Mr. Martus, respectively. In
addition, the Employment Agreements provide for annual base salaries of
$375,000, $350,000, $275,000 and $275,000 for Dr. Eisenberg, Dr. Gold, Mr.
Schundler and Mr. Martus, respectively. The Issuer has also agreed to establish
an annual incentive compensation plan pursuant to which such Reporting Persons
shall be eligible to receive bonuses equal to 50%, in the case of Dr. Eisenberg
and Dr. Gold, or 25%, in the case of Mr. Schundler and Mr. Martus, of their
annual salaries based upon satisfaction of annual performance targets
established by the Board of Directors of the Issuer.
If any of such Reporting Person's employment pursuant to this Employment
Agreement is terminated (i) by the Issuer without cause (as defined in the
Employment Agreements), (ii) upon the death or permanent disability of such
Reporting Person or (iii) by such Reporting Person upon the occurrence of
certain events, including the failure of the Issuer to pay such Reporting
Person's salary or provide certain benefits to which such Reporting Person is
entitled, certain relocations of the Issuer's offices or a material breach of
the Employment Agreement by the Issuer, the Issuer shall make cash severance
payments over a one-year period following any such termination in an aggregate
amount equal to the relevant Reporting Person's base salary (twice the base
salary in the case of Dr. Eisenberg and Dr. Gold) plus the pro rata portion of
the annual bonus to which the Reporting Person would otherwise have been
entitled for the fiscal year in which such termination occurs if such Reporting
Person had remained employed by the Issuer for the entire fiscal year. In
addition, Dr. Eisenberg's and Dr. Gold's Employment Agreements provide that if
their employment is terminated due to any of the foregoing events within one
year following a Change of Control (as defined), such Reporting Person shall
receive in addition to the severance amounts described above the excess of (A)
the greater of (i) $1 million and (ii) twice the sum of such Reporting Person's
current base salary and the bonus he received in the prior year less (B) twice
his current base salary. Payment of all severance amounts is subject to the
Reporting Person's continued compliance with his covenant not to compete with
the Issuer.
Page 11 of 15 Pages
<PAGE> 12
Each Employment Agreement also provides for termination upon mutual
consent, for cause, and by the Reporting Person upon 90 days' written notice or
upon due notice not to renew at the end of his term of employment, in which
event the Issuer has no further obligation to such Reporting Person other than
the obligations to pay accrued but unpaid salary, to provide certain continuing
medial malpractice insurance coverage and to pay such Reporting Person his
accrued and unpaid bonus in respect of prior completed fiscal years. If a
Reporting Person's employment is terminated because the Issuer decides not to
renew at the end of his term of employment, such Reporting Person shall be
entitled to his accrued and unpaid salary and bonus and, provided he complies
with his covenant not to compete with the Issuer, an amount equal to his base
salary (twice the base salary in the case of Dr. Eisenberg and Dr. Gold).
Each of the Reporting Persons is subject to certain non-competition,
non-solicitation and confidentiality provisions with respect to the Issuer and
its Controlled Entities (as defined in the Merger Agreement).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Immediately prior to the execution of his Subscription and
Tender Agreement, Dr. Eisenberg beneficially owned 258,041 shares of Common
Stock, representing approximately 3.9% of the shares of Common Stock
outstanding, calculated in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (based on 6,516,551 shares
of Common Stock outstanding after giving effect to issuance of shares of Common
Stock underlying options that are exercisable within 60 days by the Reporting
Persons). At such time, Dr. Eisenberg had the sole power to vote and dispose of
180,515 shares of Common Stock beneficially owned by him. Dr. Eisenberg's wife
beneficially owned 26,956 shares of Common Stock, 570 shares of Common Stock
were owned beneficially by Dr. Eisenberg's wife's retirement account, Dr.
Eisenberg had 40,000 options that were vested and exercisable, and 10,000
options that would vest within 60 days.
Immediately prior to the execution of his Subscription and Tender
Agreement, Dr. Gold beneficially owned 206,325 shares of Common Stock,
representing approximately 3.2% of the shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3 under the Exchange Act (based on
6,516,551 shares of Common Stock outstanding after giving effect to issuance of
shares of Common Stock underlying options that are exercisable within 60 days by
the Reporting Persons). At such time, Dr. Gold had the sole power to vote and
dispose of 109,870 shares of Common Stock beneficially owned by him. Dr. Gold's
wife owned 58,956 shares of Common Stock, Dr. Gold had 30,833 options that were
vested and exercisable, and 6,666 options that would vest within 60 days.
Immediately prior to the execution of his Subscription and Tender
Agreement, Mr. Schundler beneficially owned 73,700 shares of Common Stock,
representing approximately 1.1% of the shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3 under the Exchange Act (based on
6,516,551 shares of Common Stock outstanding after giving effect to issuance of
shares of Common Stock underlying options that are exercisable within 60 days by
the Reporting Persons). At such time, Mr. Schundler had the sole power to vote
and dispose of 36,200 shares of Common Stock beneficially owned by him. Mr.
Schundler also had 37,500 vested and exercisable options.
Immediately prior to the execution of his Subscription and Tender
Agreement, Mr. Martus beneficially owned 56,956 shares of Common Stock,
representing approximately 0.9% of the shares of Common Stock outstanding,
calculated in accordance with Rule 13d-3 under the Exchange Act (based on
6,516,551 shares of Common Stock outstanding after giving effect to issuance of
shares of Common Stock underlying options that are exercisable within 60 days by
the Reporting Persons). At such time, Mr. Martus had the sole power to vote and
dispose of 10,782 shares of Common Stock beneficially owned by him. Mr. Martus
also had 46,174 vested and exercisable options.
Immediately prior to the execution of his Subscription and Tender
Agreement, Dr. Drozdow beneficially owned 78,537 shares of Common Stock,
representing approximately 1.2% of the shares of Common Stock
Page 12 of 15 Pages
<PAGE> 13
outstanding, calculated in accordance with Rule 13d-3 under the Exchange Act
(based on 6,516,551 shares of Common Stock outstanding after giving effect to
issuance of shares of Common Stock underlying options that are exercisable
within 60 days by the Reporting Persons). At such time, Dr. Drozdow had the sole
power to vote and dispose of 48,537 shares of Common Stock beneficially owned by
him. Dr. Drozdow also had 30,000 vested and exercisable options.
Immediately prior to the execution of his Tender Agreement, Mr. Coward
beneficially owned 25,200 shares of Common Stock, representing approximately
0.4% of the shares of Common Stock outstanding, calculated in accordance with
Rule 13d-3 under the Exchange Act (based on 6,516,551 shares of Common Stock
outstanding after giving effect to issuance of shares of Common Stock underlying
options that are exercisable within 60 days by the Reporting Persons). At such
time, all of such shares beneficially owned by Mr. Coward were in the form of
vested and exercisable options.
Subject to the last sentence of this Item 5, in addition to each Reporting
Person beneficially owning the shares of Common Stock beneficially owned by him
immediately prior to the execution of the Subscription and Tender Agreements and
the Tender Agreement, each Reporting Person may be deemed to beneficially own
the shares of Common Stock beneficially owned by the other Reporting Persons by
reason of the execution and delivery of the agreements described in Item 4
above. Drs. Eisenberg, Gold and Drozdow and Messrs. Schundler, Martus and Coward
disclaim the beneficial ownership of such additional shares.
(c) Except for the transactions described herein, there have been no other
transactions in any securities of the Issuer effected by the Reporting Persons
during the past 60 days.
(d) Except as stated in this Item 5, to the knowledge of the Reporting
Persons, only the Reporting Persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock of the Issuer reported by this statement.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as described herein, none of the Reporting Persons is a party to any
contract, arrangement, understanding or relationship with any person, with
respect to securities of the Issuer.
Page 13 of 15 Pages
<PAGE> 14
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
<TABLE>
<S> <C>
Exhibit 1 Joint Filing Agreement, dated April 5, 1999, between
Mitchell Eisenberg, Lewis D. Gold, Gilbert L. Drozdow,
Robert J. Coward, Michael F. Schundler and Jay A. Martus.
Exhibit 2 Agreement and Plan of Merger, dated as of March 24, 1999,
among Parent, Purchaser and the Issuer (incorporated by
reference to Exhibit (c)(1) of the Transaction Statement of
the Purchaser, Parent, Holdings, the Issuer, Mitchell
Eisenberg, Lewis D. Gold, Michael F. Schundler, Gilbert L.
Drozdow, Jay A. Martus and Robert J. Coward on Schedule
13E-3, dated March 31, 1999).
Exhibit 3 Subscription and Tender Agreement, dated as of March 24,
1999, between Parent and Mitchell Eisenberg (incorporated by
reference to Exhibit (c)(7) of the Transaction Statement of
the Purchaser, Parent, Holdings, the Issuer, Mitchell
Eisenberg, Lewis D. Gold, Michael Schundler, Gilbert L.
Drozdow, Jay A. Martus and Robert J. Coward on Schedule
13E-3, dated March 31, 1999).
Exhibit 4 Subscription and Tender Agreement, dated as of March 24,
1999, between Parent and Lewis D. Gold (incorporated by
reference to Exhibit (c)(8) of the Transaction Statement of
the Purchaser, Parent, Holdings, the Issuer, Mitchell
Eisenberg, Lewis D. Gold, Michael Schundler, Gilbert L.
Drozdow, Jay A. Martus and Robert J. Coward on Schedule
13E-3, dated March 31, 1999).
Exhibit 5 Subscription and Tender Agreement, dated as of March 24,
1999, between Parent and Jay A. Martus (incorporated by
reference to Exhibit (c)(9) of the Transaction Statement of
the Purchaser, Parent, Holdings, the Issuer, Mitchell
Eisenberg, Lewis D. Gold, Michael F. Schundler, Gilbert L.
Drozdow, Jay A. Martus and Robert J. Coward on Schedule
13E-3, dated March 31, 1999).
Exhibit 6 Subscription and Tender Agreement, dated as of March 24,
1999, between Parent and Michael F. Schundler (incorporated
by reference to Exhibit (c)(10) of the Transaction Statement
of the Purchaser, Parent, Holdings, the Issuer, Mitchell
Eisenberg, Lewis D. Gold, Michael Schundler, Gilbert
Drozdow, Jay A. Martus and Robert J. Coward on Schedule
13E-3, dated March 31, 1999).
Exhibit 7 Subscription and Tender Agreement, dated as of March 24,
1999, between Parent and Gilbert L. Drozdow (incorporated by
reference to Exhibit (c)(11) of the Transaction Statement of
the Purchaser, Parent, Holdings, the Issuer, Mitchell
Eisenberg, Lewis D. Gold, Michael F. Schundler, Gilbert
Drozdow, Jay A. Martus and Robert J. Coward on Schedule
13E-3, dated March 31, 1999).
Exhibit 8 Tender Agreement, dated as of March 24, 1999, between Parent
and Robert J. Coward (incorporated by reference to Exhibit
(c)(12) of the Transaction Statement of the Purchaser,
Parent, Holdings, the Issuer, Mitchell Eisenberg, Lewis D.
Gold, Michael F. Schundler, Gilbert L. Drozdow, Jay A.
Martus and Robert J. Coward on Schedule 13E-3, dated March
31, 1999).
Exhibit 9 Stockholders Agreement, dated as of March 24, 1999, among
Parent, the Issuer, Holdings, Mitchell Eisenberg, Lewis D.
Gold, Gilbert L. Drozdow, Michael F. Schundler and Jay A.
Martus (incorporated by reference to Exhibit (c)(6) of the
Transaction Statement of the Purchaser, Parent, Holdings,
the Issuer, Mitchell Eisenberg, Lewis D. Gold, Michael
Schundler, Gilbert L. Drozdow, Jay A. Martus and Robert J.
Coward on Schedule 13E-3, dated March 31, 1999).
</TABLE>
Page 14 of 15 Pages
<PAGE> 15
<TABLE>
<S> <C>
Exhibit 10 Employment Agreement, dated as of March 24, 1999, between the Issuer and Mitchell Eisenberg
(incorporated by reference to Exhibit (c)(2) of the Transaction Statement of Purchaser, Parent,
Holdings, the Issuer, Mitchell Eisenberg, Lewis D. Gold, Michael Schundler, Gilbert L. Drozdow, Jay
A. Martus and Robert J. Coward on Schedule 13E-3,dated March 31, 1999).
Exhibit 11 Employment Agreement, dated as of March 24, 1999, between the Issuer and Lewis Gold (incorporated
by reference to Exhibit (c)(3) of the Transaction Statement of Purchaser, Parent, Holdings, the
Issuer, Mitchell Eisenberg, Lewis D. Gold, Michael Schundler, Gilbert L. Drozdow, Jay A. Martus and
Robert J. Coward on Schedule 13E-3, dated March 31, 1999).
Exhibit 12 Employment Agreement, dated as of March 24, 1999, between the Issuer and Michael F. Schundler
(incorporated by reference to Exhibit (c)(4) of the Transaction Statement of the Purchaser, Parent,
Holdings, the Issuer, Mitchell Eisenberg, Lewis D. Gold, Michael Schundler, Gilbert L. Drozdow, Jay
A. Martus and Robert J. Coward on Schedule 13E-3, dated March 31, 1999).
Exhibit 13 Employment Agreement, dated as of March 24, 1999, between the Issuer and Jay A. Martus
(incorporated by reference to Exhibit (c)(5) of the Transaction Statement of Purchaser, Parent,
Holdings, the Issuer, Mitchell Eisenberg, Lewis D. Gold, Michael Schundler, Gilbert L. Drozdow, Jay
A. Martus and Robert J. Coward on Schedule 13E-3, dated March 31, 1999).
</TABLE>
Page 15 of 15 Pages
<PAGE> 16
SIGNATURES
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.
/s/ MITCHELL EISENBERG
------------------------------------
Mitchell Eisenberg
Dated: April 5, 1999
<PAGE> 17
SIGNATURES
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.
/s/ LEWIS D. GOLD
------------------------------------
Lewis D. Gold
Dated: April 5, 1999
<PAGE> 18
SIGNATURES
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.
/s/ MICHAEL F. SCHUNDLER
------------------------------------
Michael F. Schundler
Dated: April 5, 1999
<PAGE> 19
SIGNATURES
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.
/s/ GILBERT L. DROZDOW
------------------------------------
Gilbert L. Drozdow
Dated: April 5, 1999
<PAGE> 20
SIGNATURES
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.
/s/ JAY A. MARTUS
------------------------------------
Jay A. Martus
Dated: April 5, 1999
<PAGE> 21
SIGNATURES
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.
/s/ ROBERT J. COWARD
------------------------------------
Robert J. Coward
Dated: April 5, 1999
<PAGE> 22
EXHIBIT 1
AGREEMENT
RESPECTING JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with the
Securities and Exchange Commission a Schedule 13D reporting each of the
undersigned's beneficial ownership of shares of Common Stock of Sheridan
Healthcare, Inc., a Delaware corporation, and hereby affirm that such Schedule
13D is being filed on behalf of each of the undersigned. The undersigned are
entering into this Joint Filing Agreement as a result of being parties to the
Subscription and Tender Agreements and the Tender Agreement, each dated as of
March 24, 1999. In the event such agreements terminate, then this Joint Filing
Agreement shall also terminate.
IN WITNESS THEREOF this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original for all purposes and all
of which together shall constitute one and the same Agreement, and this
Agreement may be effected by a written facsimile signature of each party.
Dated: April 5, 1999.
By: /s/ MITCHELL EISENBERG
------------------------------------
Mitchell Eisenberg
By: /s/ LEWIS D. GOLD
------------------------------------
Lewis D. Gold
By: /s/ GILBERT L. DROZDOW
------------------------------------
Gilbert L. Drozdow
By: /s/ ROBERT J. COWARD
------------------------------------
Robert J. Coward
By: /s/ MITCHELL F. SCHUNDLER
------------------------------------
Michael F. Schundler
By: /s/ JAY A. MARTUS
------------------------------------
Jay A. Martus
