Lenox Healthcare, AmeriHealth's largest shareholder, last week mailed consent solicitations to other stockholders in an attempt to block the $38 million merger of AmeriHealth and Champion Healthcare Corp.
The two hospital companies, with combined annual revenues of $150 million, announced the deal earlier this month.
AmeriHealth, an Atlanta-based company whose shares are traded on the American Stock Exchange, owns two hospitals, one nursing home, and has consulting and management contracts with 10 other hospitals. It would be the surviving company in a merger with venture capital-backed Champion of Houston, Texas, which owns three hos- pitals and is negotiating to buy two others. The combined company's name would be Champion.
However, Lenox, a Pittsfield, Mass.-based investment partnership, wants to replace AmeriHealth's four-member board and recapitalize the company.
Lenox's president, Thomas M. Clarke, characterized AmeriHealth and Champion as "two weak sisters" and predicted he would have the needed 50% to oust AmeriHealth's board. Lenox has 60 days to gather the consents.
The company, which is solely owned by Mr. Clarke, owns 2.1 million shares, or 13%, of AmeriHealth stock. Mr. Clarke is proposing to replace AmeriHealth's directors with Lenox's four directors.
In addition to the merger, Mr. Clarke objects to AmeriHealth's paying as much as $1.4 million to Goldman Sachs & Co., a New York-based investment banking firm, to find a buyer for AmeriHealth.
AmeriHealth retained Goldman Sachs in July after the Resolution Trust Corp., which had taken over AmeriHealth's lender, refused to extend the maturity of AmeriHealth's $19 million loan.
Mr. Clarke said Lenox proposed purchasing AmeriHealth's debt from RTC at 90% value and is waiting for a response.
William G. White, AmeriHealth's chairman and chief executive officer, said Lenox doesn't have the financial commitments needed to take over his company.
Champion has $120 million in cash, much of it raised through a private placement last year.
Charles Miller, Champion's chairman and CEO, said AmeriHealth's hospitals fit his firm's strategy to buy hospitals in communities with 25,000 to 250,000 residents. The deal also would make Champion a publicly traded company.
In 1993, Champion lost $12.2 million on revenues of $89.8 million. AmeriHealth reported a profit of $202,000, or 1 cent per share, on revenues of $44.3 million in 1993.