-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0lmuhdlA6M56r3TfGm2U/PSE7/wnqwbWWrXnqYEbr76gELCZhNuIM8uEB5iOiY1 NRdRRCW7GhekSvLEtvGvjQ== 0000950134-99-009415.txt : 19991104 0000950134-99-009415.hdr.sgml : 19991104 ACCESSION NUMBER: 0000950134-99-009415 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991124 FILED AS OF DATE: 19991103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST MEDICAL CORP CENTRAL INDEX KEY: 0000717197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 751864474 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-11881 FILM NUMBER: 99740022 BUSINESS ADDRESS: STREET 1: 3221 HULEN ST STE C STREET 2: ARLINGTON HEIGHTS PROFESSIONAL OFF BLDG CITY: FORT WORTH STATE: TX ZIP: 76107-6193 BUSINESS PHONE: 8177312743 MAIL ADDRESS: STREET 1: 3221 HULEN STREET STREET 2: STE C CITY: FORT WORTH STATE: TX ZIP: 76107-6193 FORMER COMPANY: FORMER CONFORMED NAME: SURGERY CENTERS CORP DATE OF NAME CHANGE: 19850808 DEF 14A 1 DEFINITIVE PROXY STATEMENT 1 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Interwest Medical Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- 2 INTERWEST MEDICAL CORPORATION 3221 Hulen Street, Suite C Fort Worth, Texas 76107-6193 ------------------------ Notice of 1999 Annual Meeting of Shareholders November 24, 1999 ------------------------ The Annual Meeting of Shareholders of InterWest Medical Corporation will be held at 3221 Hulen Street, Suite C, Fort Worth, Texas 76107-6193, at 10:00 o'clock A.M. (Fort Worth, Texas time), on Wednesday, November 24, 1999, for the following purposes: (1) To elect one director; and (2) To transact such other business as may properly come before the meeting or adjournments thereof. The Board of Directors has fixed the close of business on October 25, 1999 as the record date for determinate of shareholders entitled to notice of and to vote at the meeting or adjournments thereof. /s/ ARCH B. GILBERT Arch B. Gilbert Secretary October 29, 1999 IT WILL GREATLY ASSIST THE MANAGEMENT IN KEEPING DOWN THE EXPENSES IN CONNECTION WITH THE MEETING IF SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON WILL RETURN THEIR SIGNED PROXIES WHETHER THEY OWN FEW OR MANY SHARES AND WHETHER OR NOT THEY PRESENTLY INTEND TO ATTEND THE MEETING. 3 INTERWEST MEDICAL CORPORATION 3221 Hulen Street, Suite C Fort Worth, Texas 76107-6193 -------------------- PROXY STATEMENT For 1999 Annual Meeting of Shareholders to be Held November 24, 1999 This statement is furnished in connection with solicitation by and on behalf of the management of InterWest Medical Corporation (hereinafter the "Corporation") of proxies to be used at the 1999 Annual Meeting of Shareholders of the Corporation, to be held at the time and place and for the purposes set for this the accompanying Notice of 1999 Annual Meeting of Shareholders. The approximate date on which this Proxy Statement is being sent to shareholders is October 29, 1999. Shares represented by valid proxies will be voted in accord with instructions contained therein, or in the absence of such instructions, in accord with management's recommendations. A proxy may be revoked prior to exercise by the shareholder giving it. VOTING SECURITIES AND PRINCIPAL HOLDERS Voting securities of the Corporation entitled to vote at the meeting consist of 14,195,661 shares of Common Stock, holders of which are entitled to one vote per share. The Board of Directors has fixed the close of business on October 25, 1999, as the record date for determination of shareholders entitled to notice of and to vote at the meeting or adjournments thereof. NOMINATION AND ELECTION OF DIRECTORS One director is to be elected to hold office, pursuant to the Bylaws, until the next annual meeting or until successors are duly elected and qualify. Management proxy agents intend to vote for election of the nominees below named, unless otherwise instructed. All terms of the office of nominees who are now directors expire November 24, 1999 or when their successor are duly elected and qualify. If any nominee becomes unable to accept nomination or election, proxies will be voted for those remaining and for a substitute nominee, but management now knows of no reason to anticipate that this will 4 occur. The following table shows the name and number of shares owned by each nominee.
Shares of Stock Owned Beneficially as of October 25, 1999 Name ---- Arch B. Gilbert 6,295,000 (1) (1) Includes 6,000 shares owned by Jo Anne Gilbert, Mr. Gilbert's wife. Does not include 100,000 shares owned by Arch B. Gilbert, A Professional Corporation, which beneficial ownership Mr. Gilbert disclaims. Does not include 252,000 shares owned by Shannon Gilbert, Mr. Gilbert's adult daughter and 252,000 shares owned by Devon Gilbert Vrana, Mr. Gilbert's adult daughter, which beneficial ownership Mr. Gilbert disclaims.
Arch B. Gilbert (age 65) received his B.A. and LL.B. degrees from the University of Oklahoma in 1955 and 1957, respectively. He also received his LL.M. degree from Southern Methodist University in 1963. Since August 1, 1979, Mr. Gilbert has been a member of the law firm of Arch B. Gilbert, A Professional Corporation. From February 1, 1962, to August 1, 1979, Mr. Gilbert was a member of the law firm of Brooks, Tarlton, Gilbert, Douglas & Kressler, Fort Worth, Texas. REMUNERATION OF OFFICERS AND DIRCTORS None of the officers or directors of the Company received annual aggregate direct remuneration in excess of $100,000 for the year 1998. SOLICIATION OF PROXIES The expenses of preparing, printing and mailing this proxy statement and the accompanying material will be borne by the Corporation. Solicitation may be made by mail, personal interviews, telephone and telegraph by officers and regular employees of the Corporation who will received no additional compensation thereof. PROPOSALS FOR NEXT ANNUAL MEETING Any proposals of holders of Common Stock intended to be presented the the Annual Meeting of Shareholders of the Company to be held in 2000 must be received by 5 the Company at 3221 Hulen Street, Suite C, Fort Worth, Texas 76107-6193, no later than March 1, 2000, in order to be included in the information statement and form of notice or proxy relating to that meeting. INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1998 The Board of Directors has appointed Weaver and Tidwell, LLP independent certified public accountants, to examine and report on the Company's financial statements for the fiscal year ending December 31, 1998. The firm has served as the Company's independent accountants since the Company was organized. It is not expected that a representative of such firm will be in attendance at the Company's Annual Meeting of Shareholders. GENERAL INFORMATION Management of the Corporation knows of no other business to be presented at the meeting but if matters other than that referred to above do properly come before the meeting, it is intended that persons named in the proxy will vote with respect there to in accord with their best judgment. By Order of the Board of Directors INTERWEST MEDICAL CORPORATION Arch B. Gilbert, Secretary October 25, 1999 6 INTERWEST MEDICAL CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY The undersigned, a stockholder of InterWest Medical Corporation, an Oklahoma corporation (the "Company"), hereby appoints Arch B. Gilbert, as proxy, agent and attorney for the undersigned, with full power of substitution, to vote all of the shares of Common Stock of the Company which the undersigned would be entitled to vote at the Annual Meeting of Stockholders of the Company to be held at 10:00 o'clock A.M. (Fort Worth, Texas time) on Wednesday, November 24, 1999, at 3221 Hulen Street, Suite C, Fort Worth, Texas 76107-6193. (1) Election of Directors WITHHOLD AUTHORITY FOR all nominees listed to vote for all nominees below (except as marked to listed below the contrary below) [ ] [ ]
(Instructions: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below.) Arch B. Gilbert - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (2) In their discretion the Proxies are authorized to vote upon such other business as may properly come before the meeting. The Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this Proxy will be voted FOR Proposal 1. Date: , 1999 ------------------------ ------------------------------------ ------------------------------------ IMPORTANT Please sign this Proxy exactly as your name appears hereon and mail it promptly even though you now plan to attend the meeting. When signing as attorney, executor, administrator, trustee or guardian, please so indicate. Each joint owner is requested to sign. Any stockholder present at the meeting may, nevertheless, vote personally on all matters with respect to which he is entitled to vote. -----END PRIVACY-ENHANCED MESSAGE-----