SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Amendment No. 1
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___ Preliminary Proxy Statement
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14a-6(e)(2))
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___ Soliciting Material Pursuant to ss. 240.14a - 11(c) or ss. 240.14a-12
MATRIA HEALTHCARE, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) filing Proxy Statement if other than the Registrant)
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X No fee required.
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computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
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Fee paid previously with preliminary materials.
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(2) Form, Schedule or Registration Statement No.: Definitive Proxy Statement
(3) Filing party: Registrant
(4) Date Filed: April 14, 2000
<PAGE>
Dear Shareholder:
At its meeting on April 24, 2000, the Board of Directors of Matria
Healthcare, Inc. voted to increase the size of the Board of Directors from nine
members to eleven members and elected two new members to the Board of Directors
to fill the vacancies created by the increase. The Board actions will take
effect as of May 18, 2000. Enclosed with this letter is a copy of the press
release announcing the election of the two new Board members.
This letter and the enclosed press release are being sent to you to
supplement the Proxy Statement that you recently received in connection with the
upcoming Annual Meeting of Shareholders to be held on May 18, 2000.
We hope that all shareholders who attend the Annual Meeting will have
an opportunity to greet the new Board members.
Very truly yours,
Roberta L. McCaw
Secretary
Marietta, Georgia
May 9, 2000
<PAGE>
NEWS RELEASE
MATRIA HEALTHCARE ANNOUNCES THE ADDITION OF
THOMAS S. STRIBLING AND DONALD W. WEBER TO ITS
BOARD OF DIRECTORS
MARIETTA, GA, May 9, 2000 - Matria Healthcare, Inc. (NASDAQ:MATR)
announced today the election of Thomas S. Stribling and Donald W. Weber to its
Board of Directors. The Matria Board voted to increase the size of the Board
of Directors from nine to eleven members and elected Messrs. Stribling and
Weber to fill the vacancies created by the increase.
Thomas W. Stribling, age 57, was elected to a term commencing on May
18, 2000 and expiring in 2001. Mr Stribling is an entrepreneur and private
investor. From 1998 to September 1999, Mr. Stribling was President, Chief
Executive Officer and a member of the Board of Directors of Scandipharm, Inc.,
a privately-held pharmaceutical company. Mr. Stribling served from 1997 to
1998 as Vice Chairman and Chairman of the Advisory Board of Legacy Securities
Corporation, an investment banking and securities group. From 1994 to 1996,
Mr. Stribling served as President of UCB Pharma, Inc., a division of a
Belgian-based pharmaceutical company, and from 1991 to 1994, he served as
Chairman and President of Northampton Medical, Inc. Previous positions held
by Mr. Stribling include Group Vice President of Solvay Pharamaceuticals and
Vice President of Sales and Marketing with Reid Rowell, Inc. He also serves
as Chairman of the Board of Advisors for the Tate Center for Entrepreneurship
at the College of Charleston and is a member of the Dean's Advisory Committee
at the University of Alabama School of Medicine.
Donald W. Weber, age 63, was elected to a term commencing on May 18,
2000 and expiring in 2002. Mr. Weber was President and Chief Executive Officer
of Viewstar Entertainment Services, Inc., a distributor of satellite enter-
tainment systems, from August 1993 until November 1997, when he sold that
company and became a private investor. From 1991 to August 1993, he was a
consultant and private investor, and from 1987 to 1991, he served as President
and Chief Executive Officer of Contel Corporation, a $3.2 billion telecommuni-
cations supplier, which was sold in 1991 to GTE Corp. Mr. Weber is also a
director of Healthcare.com Corporation, Powertel, Inc., Pegasus Communications
Corporation, Headhunter.net, Inc. and Knology Holdings, Inc.
Matria is a leading provider of comprehensive disease management
services to physicians, health plans and employers for women's health and the
chronic conditions of diabetes, cardiovascular disease and respiratory
disorders. Headquartered in Marietta, Georgia, Matria has more than 40 offices
in the United States and abroad. More information about Matria and QDS can be
found online at www.matria.com.
