SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
United American Healthcare Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[UNITED AMERICAN HEALTHCARE CORPORATION LOGO]
1155 Brewery Park Boulevard, Suite 200
Detroit, Michigan 48207
(313) 393-0200
PROXY STATEMENT SUPPLEMENT
Dear Shareholder:
The 2001 Annual Meeting of Shareholders of United American Healthcare
Corporation is scheduled for 10:30 a.m., Detroit Time, November 30, 2001, at the
Atheneum Suite Hotel, 1000 Brush Avenue, Detroit, Michigan. You previously
received the Company's Proxy Statement relating to the solicitation of proxies
by the Board of Directors for the Annual Meeting and the Company's 2001 Annual
Report.
YOUR VOTE IS IMPORTANT. IF YOU HAVE NOT ALREADY DONE SO, PLEASE SUBMIT YOUR
PROXY BY MAILING YOUR PROXY CARD PREVIOUSLY PROVIDED. For the reasons set forth
in the Proxy Statement, the Board of Directors recommends that you vote "FOR"
the only proposal, ratification of the appointment of KPMG LLP as our
independent auditors for fiscal year 2002.
The Company's Proxy Statement is hereby supplemented with the following
information regarding two notices the Company has received from shareholders of
their intent to nominate certain candidates for election as Directors at the
2001 Annual Meeting (see pages 2 through 4). THIS SUPPLEMENT IS PURELY
INFORMATIONAL, AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION FOR, AGAINST OR IN REGARD TO ANY OF THE POTENTIAL NOMINEES
DESCRIBED UNDER HEADINGS A AND B BELOW. THIS IS EXPRESSLY NOT A SOLICITATION OF
YOUR VOTE FOR ANY OF SUCH PERSONS. IN NO EVENT WILL THE PERSONS NAMED IN THE
FORM OF PROXY PROVIDED WITH THE COMPANY'S PROXY STATEMENT VOTE ANY SHARES
REPRESENTED BY SUCH PROXIES FOR THE ELECTION OF ANY NOMINEES.
Sincerely,
/s/ Gregory H. Moses, Jr.
Gregory H. Moses, Jr.
President and Chief Executive Officer
Detroit, Michigan
November 9, 2001
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SUPPLEMENTAL INFORMATION
The Company's Proxy Statement listed no nominees for election as Directors
at the 2001 Annual Meeting because a majority of the Board of Directors had not
approved any nominees as of October 29, 2001. The Company's Proxy Statement
stated there would only be an election of Directors at the 2001 Annual Meeting
if at least four Director candidates are validly nominated by shareholders.
Under the Company's bylaws, it is a prerequisite to the validity of any
such nomination by a shareholder that the Secretary of the Company must have
received from the shareholder by the close of business on November 8, 2001 a
written notice of the shareholder's intent to appear at the 2001 Annual Meeting
to make such nomination. The bylaws also require certain other information about
the shareholder and the intended nominees to be set forth in such notice.
THE INFORMATION SET FORTH BELOW IS DERIVED ENTIRELY FROM THE TWO NOTICES OF
INTENT RECEIVED BY THE SECRETARY OF THE COMPANY FROM THE SHAREHOLDERS IDENTIFIED
BELOW. THE COMPANY AND ITS BOARD OF DIRECTORS MAKE NO REPRESENTATION AS TO, AND
ARE NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF, ANY OF SUCH
INFORMATION.
A. NOTICE OF INTENT FROM SHAREHOLDERS
RICHARD M. BROWN, D.O. AND DARREL W. FRANCIS
Richard M. Brown, D.O. and Darrel W. Francis have notified the Secretary of
the Company of their intent to appear in person or by proxy at the 2001 Annual
Meeting of Shareholders to nominate Linda A. Watters, Ronald E. Hall, Sr., Peter
F. Hurst, Jr. and Richard M. Brown, D.O. as Directors of the Company, to hold
office until the Annual Meeting of Shareholders in 2004 or until their
successors are elected and qualified. Dr. Brown and Mr. Francis have provided
the following descriptive information about their intended nominees.
LINDA A. WATTERS, 48, has served the Company as a Director since July 2000.
She has been President and Chief Executive Officer of Detroit Commerce Bank
since July 1998. From 1988 to 1996, she held a number of positions at Comerica
Bank, first as a Loan Analyst and ultimately as a Vice President in the
Corporate Banking Division. From 1980 to 1987, Ms. Watters worked in finance and
marketing for General Motors Corporation. She also is a Director of Detroit
Commerce Bank, which bank is an affiliate of Capitol Bancorp Ltd.
RONALD E. HALL, SR., 58, has been President, Chief Executive Officer and
majority owner of Bridgewater Interiors, LLC in Detroit, Michigan since 1998.
Bridgewater Interiors is a major supplier of seating systems to the automotive
industry and is the 11th largest African-American owned business in the United
States (source: Black Enterprise magazine). From 1992 to October 1998, Mr. Hall
served as President of the Michigan Minority Business Development Council. Prior
to that, he was an executive with New Detroit, Inc. and owned and operated
several of his own businesses. Mr. Hall is a member of the Board of Directors of
St. John Hospital and Medical Center in Detroit, Michigan, the American Diabetes
Association of Michigan, 100 Black Men, the Native American Business Alliance
and the Detroit Empowerment Zone. He is a former member of the Detroit Casino
Advisory Committee and past Chairman of the Southeastern Michigan Junior
Achievement.
PETER F. HURST, JR., 46, has been Chairman, President and Chief Executive
Officer of Urban Financial Group, a Bridgeport, Connecticut bank holding
company, and The Community's Bank, a Connecticut chartered commercial bank,
since March 2000. From March 1998 to March 2000, he served as President of Hurst
Capital Partners in New York, a financial advisory and merchant banking firm.
From 1994 to March 1998, he was Co-Chairman of Bahia Partners, Inc. and
Co-President and Managing Director of Bahia Advisors, both in New York. From
1988 to 1994, he was Senior Vice President in the Corporate Finance
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Group and the Financial Institutions Group of Dean Witter Reynolds in New York.
Earlier, he served in the Office of the Federal Reserve Board in Washington,
D.C. and as an attorney with the Washington, D.C. law firm of Steptoe & Johnson.
He is a Trustee of the Community Service Society of New York and recently
completed a term as trustee of the University of Scranton, Scranton,
Pennsylvania. Mr. Hurst has served on the Advisory Board of Republic New York
Corporation, a bank holding company, and was previously a director of Brooklyn
Bancorp and its subsidiary, Crossland Federal Savings Bank.
RICHARD M. BROWN, D.O., 66, is a practicing physician and has been
President of Park Family Health Care based in Detroit, Michigan since 1995. From
1996 to 1999, he was Medical Director of Prime Care Medical Centers based in
Detroit, Michigan and, from 1987 to 1995, was Vice President of Ambulatory Care
Services, Michigan Health Care Corporation. During his career, he has also
served as Chief of Staff of the following hospitals in Michigan: Michigan Health
Center, Detroit Central Hospital, Botsford General Hospital and Zeiger
Osteopathic Hospital. Dr. Brown has been a delegate to the American Osteopathic
Association since 1989 and to the Michigan Association of Osteopathic Physicians
and Surgeons since 1986. He is a Board member of the Barbara Ann Karmanos Cancer
Institute and the University of Osteopathic Medicine and Health Services in Des
Moines, Iowa. He is also a Director and former President of Congregation Shaarey
Zedek in Southfield, Michigan. Dr. Brown is a former trustee of OmniCare Health
Plan of Michigan. He is the largest individual shareholder of United American
Healthcare Corporation as of October 15, 2001.
Detailed information concerning the beneficial ownership of shares of the
Company's outstanding Common Stock as of October 15, 2001 by each of Dr. Brown
and Ms. Watters is set forth in the Company's Proxy Statement. Messrs. Hall and
Hurst each beneficially owned no Company Common Stock as of that date.
B. NOTICE OF INTENT FROM SHAREHOLDER
HARCOURT G. HARRIS, M.D., TRUSTEE OF THE
HARCOURT G. HARRIS REVOCABLE LIVING TRUST
DATED JANUARY 23, 1991
Harcourt G. Harris, M.D., Trustee of the Harcourt G. Harris Revocable
Living Trust dated January 23, 1991, has notified the Secretary of the Company
of his intent to appear in person or by proxy at the 2001 Annual Meeting of
Shareholders to nominate Anita C. R. Gorham, Harcourt G. Harris, M.D., Ronald M.
Horwitz, PhD, and Harold M. Montgomery, CPA, as Directors of the Company, to
hold office until the Annual Meeting of Shareholders in 2004 or until their
successors are elected and qualified. Dr. Harris has provided the following
descriptive information about his intended nominees.
ANITA C. R. GORHAM, 60, has served the Company as a Director and as the
Company's Secretary since 1984. Ms. Gorham was a member of the Board of Trustees
of OmniCare Health Plan of Michigan ("OmniCare-MI"), one of the Company's
managed HMOs, until July 31, 2001. She has been employed since 1987 by Central
Michigan University, currently as Associate Director, Education and Professional
Development and a faculty member, and previously as Academic Advisor and
Regional Manager of Academic Services. Ms. Gorham also is a faculty member at
Davenport University, formerly Detroit College of Business.
HARCOURT G. HARRIS, M.D., 73, has served the Company as a Director since
1985. He is a Vice Chairman of the Board of Directors of the Company. He was
Chairman of the Board of Trustees of OmniCare-MI, one of the Company's managed
HMOs, from December 1992 until July 31, 2001. Dr. Harris, now retired, was in
the private practice of medicine for thirty years, specializing in internal
medicine.
RONALD M. HORWITZ, PhD, 63, has served the Company as a Director since
1997. He has been a professor of Finance at Oakland University since 1991, where
he also served as Acting Vice President for Academic
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Affairs in 1992-93 and as Dean of the School of Business Administration from
1979 to 1990. Dr. Horwitz also is the Principal of Ronald M. Horwitz and Assoc.,
Financial Consultants.
HAROLD M. MONTGOMERY, CPA, 51, has been President of Montgomery &
Associates, P.C., a general practice accounting and tax firm since 1987. Mr.
Montgomery also is a registered investment advisor and a registered
representative with HD Vest, a Wells Fargo brokerage firm.
Detailed information concerning the beneficial ownership of shares of the
Company's outstanding Common Stock as of October 15, 2001 by each of Ms. Gorham,
Dr. Harris and Dr. Horwitz is set forth in the Company's Proxy Statement. Mr.
Montgomery beneficially owned no Company Common Stock as of that date.
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Dated: November 9, 2001
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