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 Section 240.14a-11(c) or Section
240.14a-12
TLC THE LASER CENTER INC.
-------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) 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:__________________________________
<PAGE>
TLC THE LASER CENTER INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders (the
"Meeting") of TLC The Laser Center Inc. (the "Corporation") will be held at the
Toronto Stock Exchange Conference Center, 2 First Canadian Place, Toronto,
Ontario, on October 30, 1998, at the hour of 10:00 a.m. (Toronto time) for the
following purposes:
1. to receive the financial statements of the Corporation for the fiscal year
ended May 31, 1998 together with the report of the auditors thereon;
2. to elect seven directors for the respective terms stated in the
accompanying management information circular;
3. to appoint Ernst & Young as auditors of the Corporation for the ensuing
year and to authorize the directors to fix the remuneration to be paid to
the auditors;
4. to transact such further or other business as may properly come before the
Meeting or any adjournment thereof.
The Corporation has fixed the close of business on September 21, 1998 as the
record date for determination of shareholders entitled to notice of, and to vote
at, the annual meeting and at any adjournment thereof. The accompanying
management information circular provides additional information relating to the
matters to be dealt with at the Meeting and forms part of this notice.
DATED at Mississauga, Ontario, September 25, 1998.
By Order of the Board of
Directors
John F. Riegert
John F. Riegert
Secretary
If you are not able to be present at the Meeting, please exercise your right to
vote by signing and returning the enclosed form of proxy to CIBC Mellon Trust
Company, Proxy Dept., 320 Bay Street, P.O. Box 1, Toronto, Ontario M5H 4A6 so as
to arrive not later than the close of business on October 28, 1998 or, if the
Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before any
adjourned meeting.
<PAGE>
TLC [LOGO]
TLC THE LASER CENTER INC.(R)
----------------
SEE THE BEST(SM)
----------------
TLC THE LASER CENTER INC.
MANAGEMENT INFORMATION CIRCULAR
GENERAL PROXY INFORMATION
Solicitation of Proxies
The information contained in this management information circular
("Circular") is furnished in connection with the solicitation of proxies to be
used at the annual and special meeting of shareholders (the "Meeting") of TLC
The Laser Center Inc. (the "Corporation" or "TLC") to be held on October 30,
1998 at 10:00 a.m. (Toronto time) at the Toronto Stock Exchange Conference
Center, 2 First Canadian Place, Toronto, Ontario, and at all adjournments
thereof, for the purposes set forth in the accompanying notice of meeting. It is
expected that the solicitation will be made primarily by mail but proxies may
also be solicited personally by employees of the Corporation, without additional
remuneration. The Corporation will, if requested, reimburse banks, brokerage
houses and other custodians, nominees and certain fiduciaries for their
reasonable out-of-pocket expenses incurred in connection with the distribution
of proxy materials to their principals. The solicitation of proxies by this
circular is being made by or on behalf of the management of the Corporation and
the total cost of the solicitation will be borne by the Corporation. The
information contained herein is given as at September 21, 1998, except where
otherwise noted. This Circular and the accompanying annual report to
shareholders was first sent or given to shareholders on or about September 28,
1998.
Appointment of Proxies
The persons named in the enclosed form of proxy are representatives of
management of the Corporation and are directors or officers of the Corporation.
A shareholder who wishes to appoint some other person (who need not be a
shareholder of the Corporation) to represent such shareholder at the Meeting may
do so by inserting such person's name in the blank space provided in the form of
proxy. To be valid, proxies must be deposited with CIBC Mellon Trust Company,
Proxy Dept., 320 Bay Street, P.O. Box 1, Toronto, Ontario M5H 4A6 not later than
the close of business on October 28, 1998 or, if the Meeting is adjourned, 48
hours (excluding Saturdays and holidays) before any adjourned meeting.
<PAGE>
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Non-Registered Shareholders
Only registered shareholders or the persons they appoint as their proxies
are permitted to vote at the Meeting. However, in many cases, shares of the
Corporation beneficially owned by a person (a "Non-Registered Holder") are
registered either: (a) in the name of an intermediary (an "Intermediary") that
the Non-Registered Holder deals with in respect of the shares (Intermediaries
include, among others, banks, trust companies, securities dealers or brokers and
trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar
plans); or (b) in the name of a clearing agency (such as The Canadian Depository
for Securities Limited (or CDS)) of which the Intermediary is a participant. In
accordance with the requirements of National Policy Statement No. 41 of the
Canadian Securities Administrators, the Corporation has distributed copies of
the Notice, this Circular and the form of proxy (collectively, the "meeting
materials") to the clearing agencies and Intermediaries for onward distribution
to Non-Registered Holders of common shares.
Intermediaries are required to forward the meeting materials to
Non-Registered Holders unless a Non-Registered Holder has waived the right to
receive them. Very often, Intermediaries will use service companies to forward
the meeting materials to Non-Registered Holders. Generally, Non-Registered
Holders who have not waived the right to receive meeting materials will either:
(a) be given a form of proxy which has already been signed by the
Intermediary (typically by a facsimile, stamped signature), which is
restricted as to the number of shares beneficially owned by the
Non-Registered Holder but which is otherwise not completed. Because
the Intermediary has already signed the form of proxy, this form of
proxy is not required to be signed by the Non-Registered Holder when
submitting the proxy. In this case, the Non-Registered Holder who
wishes to submit a proxy should otherwise properly complete the form
of proxy and deliver it to the secretary of the Corporation, as
applicable, as set out above under "General Proxy Information -
Appointment of Proxies"; or
(b) more typically, be given a form of proxy which is not signed by the
Intermediary, and which, when properly completed and signed by the
Non-Registered Holder and returned to the Intermediary or its
service company, will constitute voting instructions (often called a
"proxy authorization form") which the Intermediary must follow.
Typically, the Non-Registered Holder will also be given a page of
instructions which contains a removable label containing a bar-code
and other information. In order for the form of proxy to validly
constitute a proxy authorization form, the Non-Registered Holder
must remove the label from the instructions and affix it to the form
of proxy, properly complete and sign the form of proxy and submit it
to the Intermediary or its service company in accordance with the
instructions of the Intermediary or its service company.
In either case, the purpose of this procedure is to permit Non-Registered
Holders to direct the voting of the shares which they beneficially own. Should a
Non-Registered Holder who receives either form of proxy wish to vote at the
Meeting in person, the Non-Registered Holder
<PAGE>
-3-
should strike out the persons named in the proxy and insert the Non-Registered
Holder's name in the blank space provided. In either case, Non-Registered
Holders should carefully follow the instructions of their Intermediary,
including those regarding when and where the proxy or proxy authorization form
is to be delivered.
Revocation of Proxies
In addition to revocation in any other manner provided by law, a
shareholder who has given a proxy may revoke the proxy (a) by completing and
signing a proxy bearing a later date and depositing it as aforesaid; or (b) by
depositing an instrument in writing executed by the shareholder or the
shareholder's attorney authorized in writing (i) at the registered office of the
Corporation at any time up to and including the last business day preceding the
day of the Meeting, or any adjournment thereof, at which the proxy is to be
used, or (ii) with the chairman of the Meeting on the day of the Meeting or any
adjournment thereof.
A Non-Registered Holder may revoke a proxy authorization form (voting
instructions) or a waiver of the right to receive meeting materials and to vote
given to an Intermediary at any time by written notice to the Intermediary,
except that an Intermediary is not required to act on a revocation of a proxy
authorization form (voting instructions) or of a waiver of the right to receive
materials and to vote that is not received by the Intermediary at least seven
days prior to the Meeting.
Voting of Proxies
The management representatives designated in the enclosed form of proxy
will vote or withhold from voting the shares in respect of which they are
appointed by proxy on any ballot that may be called for in accordance with the
instructions of the shareholder as indicated on the proxy and, if the
shareholder specifies a choice with respect to any matter to be acted upon, the
shares will be voted accordingly. In the absence of such direction, such shares
will be voted by the management representatives as indicated under the headings
in this Circular. Votes cast by proxy or in person at the Meeting will be
tabulated by the judge of elections appointed for the Meeting. The judge of
elections will include Common Shares that are present and entitled to vote but
that are withheld from voting on a particular matter for purposes of determining
the presence of a quorum but not for purposes of determining the approval of any
matter submitted to stockholders for a vote. If a broker indicates on a proxy
that such broker does not have discretionary authority as to certain Common
Shares to vote on a particular matter, such shares will be considered as present
and not entitled to vote with respect to that matter.
The enclosed form of proxy confers discretionary authority upon the
management representatives designated therein with respect to amendments to or
variations of matters identified in the notice of meeting and with respect to
other matters which may properly come before the Meeting. At the date of this
Circular, the management of the Corporation knows of no such amendments,
variations or other matters.
<PAGE>
-4-
VOTING SHARES AND RECORD DATE
On September 21, 1998, the Corporation had outstanding 33,824,717 common
shares (the "Common Shares"). Each registered holder of Common Shares of record
at the close of business on September 21, 1998, the record date established for
notice of the Meeting, will be entitled to one vote for each Common Share held
by such shareholder on all matters proposed to come before the Meeting, except
to the extent that such shareholder has transferred any Common Shares after the
record date and the transferee of such shares establishes ownership thereof and
demands, not later than 10 days before the Meeting, to be included in the list
of shareholders entitled to vote at the Meeting, in which case the transferee
will be entitled to vote such shares.
ELECTION OF DIRECTORS
The number of directors to be elected at the Meeting is seven. The directors
will be elected for various terms as provided below. It is the intention of the
management representatives designated in the enclosed form of proxy to vote the
Common Shares in respect of which they are appointed for the election as
directors of the proposed nominees whose names are set out below, unless the
shareholder who has given such proxy has directed that the Common Shares be
withheld from voting. All such nominees have been directors since the dates
indicated below. Management does not contemplate that any of the proposed
nominees will be unable to serve as a director but, if that should occur for any
reason prior to the Meeting, the management representatives designated in the
enclosed form of proxy reserve the right to vote for another nominee at their
discretion. If each nominee for the Board of Directors listed below is elected,
then Mr. Riegert will serve until the annual meeting of shareholders for fiscal
year 1999, Messrs. Connacher, and Gourwitz and Dr. Sullins will serve until the
annual meeting of shareholders for fiscal year 2000; and Messrs. Vamvakas and
Rustand and Dr. Machat will serve until the annual meeting of shareholders for
fiscal year 2001 or, in each case, until such director's successor is elected or
appointed.
Information Regarding Nominees For Election As Directors
The following tables sets out the name and municipality of residence of
each person proposed by management of the Corporation to be nominated for
election as a director, the position with the Corporation which each nominee
presently holds, the principal occupation of each nominee, and the date on which
each nominee was first elected or appointed director. See "Security Ownership of
Certain Beneficial Owners and Management" for the number of Common Shares that
are beneficially owned, directly or indirectly, or over which control or
direction is exercised by each nominee.
<PAGE>
-5-
<TABLE>
<CAPTION>
Name and Municipality of Position with Corporation Principal Director
------------------------ ------------------------- --------- --------
Residence Occupation Since
--------- ---------- -----
<S> <C> <C> <C>
Elias Vamvakas............... President, Chief Executive Officer of the May 1993
Richmond Hill, Ontario Officer and Chairman of the Corporation
Board of Directors
Dr. Jeffery J. Machat........ Director, Co-National Ophthalmologist May 1993
Richmond Hill, Ontario Medical Director
James R. Connacher........... Director(1)(2) Vice-Chairman, Gordon January 1996
Toronto, Ontario Capital Corporation
(investment bank)
John F. Riegert.............. Secretary and Director Officer of the June 1995
North York, Ontario Corporation
Howard J. Gourwitz........... Director(1)(2)(3) Attorney and June 1995
Bloomfield Hills, Michigan Counsellor-at-Law,
shareholder of Gourwitz
and Barr, P.C.
Dr. William David Sullins, Jr. Director and Vice-Chairman Optometrist June 1995
Athens, Tennessee of TLC's National Advisory
Council(1)(2)(3)
Warren S. Rustand............. Director (2)(3) Management Consultant October 1997
Tucson, Arizona
</TABLE>
- ----------
(1) Member of the Corporation's Compensation Committee.
(2) Member of the Corporation's Corporate Governance Committee.
(3) Member of the Corporation's Audit Committee.
Directors And Executive Officers
Elias Vamvakas (age 40) is the President, Chief Executive Officer and
Chairman of the Board of Directors of TLC. Prior to co-founding TLC in 1993, Mr.
Vamvakas was the President of E.A. Vamvakas Insurance Agencies Limited and the
President of the Creative Planning Financial Group of Companies.
Jeffery J. Machat, MD, (age 38) is the Co-National Medical Director of
TLC. Prior to co-founding TLC in 1993, Dr. Machat performed laser vision
correction at the Laser Eye Centre, the Toronto Laser Sight Centre, the Bochner
Eye Institute and the Windsor Laser Eye Institute. Dr. Machat received his Royal
College of Canada Certification in Ophthalmology in 1990. Dr. Machat was also
board certified by the American Academy of Ophthalmology in 1991 and is a member
of the American Society of Cataract and Refractive Surgeons and the
International Society of Refractive Surgery.
Madeline D. Walker (age 51) was appointed the Chief Operating Officer of
TLC in 1996. Ms. Walker has been associated with TLC since 1993. Since 1990, she
has also been the President of Mainstay Human Resources Corporation, a
management consulting company.
<PAGE>
-6-
Frances J.K. Brotherhood (age 50) is the Executive Vice President,
Secondary Care of TLC. Prior to joining TLC in April 1997, Ms. Brotherhood was
the Executive Vice President and Chief Operating Officer of Beacon Eye Institute
in Fort Worth, Texas from 1996 to 1997. From 1993 to 1996, she served as the
Vice President, Excimer Laser Small Business Unit of Alcon Laboratories Inc. in
Fort Worth, Texas and from 1986 to 1993 she was the President and General
Manager of Alcon Canada Inc.
David C. Eldridge, OD, FAAO (age 43) is the Executive Vice President,
Clinical Affairs of TLC and the Chairman of the National Advisory Council. Prior
to joining TLC full-time in 1997, Dr. Eldridge was an optometrist from 1978 to
1997 and was the first private practice optometrist in the United States to
perform laser surgery. He served as President of the Oklahoma Chapter of the
American Academy of Optometry (AAO), President of the Oklahoma Optometric
Association ("OOA"), member of the OOA Board of Directors, Chairman of the OOA
Education Committee, Oklahoma "Optometrist of the Year" in 1993 and is a charter
member of the OOA Contact Lens Section. Dr. Eldridge is a Fellow of the American
Academy of Optometry.
Gary F. Jonas (age 53) is the Executive Vice President, Strategic Growth
for TLC. Prior to joining TLC in 1997, Mr. Jonas was a founder and the Chief
Executive Officer of 20/20 Laser Centers Inc. from 1993 to February 1997. From
1988 to 1993, Mr. Jonas served as the President and Chief Operating Officer of
Earle Palmer Brown, an advertising agency in the United States. From 1975 to
1988, Mr. Jonas was the CEO of University Research Corporation, a health service
consulting company. Mr. Jonas also is currently a director of LaserSight
Technologies, Inc.
Peter J. Kastelic, CA, (age 41) was appointed Chief Financial Officer and
Treasurer of TLC in July 1997. From 1994 to 1997, Mr. Kastelic served as Vice
President of Finance for the Potash Company of Canada. Prior to 1994, Mr.
Kastelic held the position of Vice President and Controller of Curragh Inc.,
which was a mining company listed on The Toronto Stock Exchange and New York
Stock Exchange.
Ronald J. Kelly, LLB, (age 36) was appointed the Vice President,
Acquisitions and General Counsel of TLC in September 1996. From 1990 to 1996,
Mr. Kelly practiced law in the law firm of Siskind, Cromarty, Ivey & Dowler in
London, Ontario where he practiced corporate, commercial and technology law. Mr.
Kelly is a former Adjunct Professor of contract law at the University of Western
Ontario.
John F. Riegert (age 69) is the Secretary of TLC. Prior to joining TLC in
June 1995, Mr. Riegert was the Chief Executive Officer of Crossroads Christian
Communications Inc., a national broadcasting company, from 1992 to 1995, a
private corporate consultant from 1991 to 1992, and the Vice President and
Secretary-Treasurer of the Canadian Bankers' Association from 1969 to 1991.
Henry Lynn (age 47) was appointed Executive Vice President, Information
Systems of TLC in March 1998. During 1994 Mr. Lynn was Vice President
Information Systems for Hawker Siddeley Canada, Inc. and from 1995 to March 1998
performed in that role for Beacon Eye Institute. Prior to 1994, Mr. Lynn was
Vice President, Information Systems of Indal Ltd., a large diversified
multi-plant manufacturing organization.
<PAGE>
-7-
Howard J. Gourwitz (age 50) has been a director of TLC since June 1995.
Mr. Gourwitz has been a shareholder of the Southfield, Michigan law firm
Gourwitz and Barr, P.C. since January 1993. Mr. Gourwitz specializes in the
practice of corporate and tax law, estate and financial planning, and commercial
planning, real estate, sports and entertainment law.
William David Sullins, Jr., OD, (age 55) has been a director of TLC since
June 1995. Dr. Sullins has been the President and Chief of Clinical Services of
Athens Eye Care Clinic, P.C. since 1991. Dr. Sullins is a founding member and
distinguished practitioner of National Academies of Practice, a Fellow and
former member of the Admissions Committee of the American Academy of Optometry,
a Fellow and Admissions Chair of the Tennessee Academy of Optometry, Adjunct
Professor at the Southern College of Optometry, member Council on Optometric
Education, and Past President and former Chairman of the Board of Trustees of
the American Optometric Association. Dr. Sullins is a director of First Franklin
Bankshares, a financial holding company, and of First National Bank and Trust
Company. Dr. Sullins is a Fellow of the American Association of Optometry.
Warren S. Rustand (age 55) has been a director of TLC since October 1997.
Mr. Rustand was the Chairman and Chief Executive Officer of Rural/Metro
Corporation, a U.S. public company providing ambulance and fire protection
services, from 1996 to August, 1998. Mr. Rustand was Chairman and Chief
Executive Officer of The Cambridge Company Ltd., a merchant banking and
management consulting company, from 1987 to 1997. From 1994 to 1997, Mr. Rustand
was also the Chairman of 20/20 Laser Centers, Inc. until it was acquired by TLC.
James R. Connacher (age 61) has been a director of TLC since January 1996.
Mr. Connacher has been the Vice-Chairman of Gordon Capital Corporation, a
Canadian investment dealer since 1994. Mr. Connacher was the Chairman and Chief
Executive Officer of Gordon Capital Corporation from 1978 to August 1994 and the
Chairman and Managing Partner from August 1994 to December 1995.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the United States Securities Exchange Act of 1934, as
amended, requires the Corporation's directors, certain officers and persons who
own more than 10% of a registered class of the Corporation's equity securities
to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5
with the Securities and Exchange Commission (the "Commission"). Such, directors,
officers and 10% shareholders are also required by the Commission's rules to
furnish the Corporation with copies of all Section 16(a) reports they file. All
of the directors and officers listed above were required to file an initial
report on Form 3 following the completion of the Corporation's most recent
public offering and its acquisition of BeaconEye, Inc., which transactions were
completed in April 1998 because the Corporation no longer qualified as a
"foreign private issuer" under applicable Commission regulations. However,
because of some uncertainty regarding the Corporation's status as a "foreign
private issuer" after completion of such transactions, the reporting persons
delayed filing until the uncertainty was resolved. As a result, a Form 3 was
filed late for each of the officers and directors listed above in the
immediately preceding section of this Circular.
<PAGE>
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as at September 21, 1998, the security ownership
of the Corporation, directly and beneficially (including vested options), by the
directors and Named Executive Officers of the Corporation (see "Executive
Compensation"), the directors and executive officers as a group, and each person
who, to the knowledge of the directors or officers of the Corporation,
beneficially owns, directly or indirectly, or exercises control or direction
over Common Shares carrying more than 5% of the voting rights attached to all
outstanding Common Shares of the Corporation (the "Principal Shareholders").
- --------------------------------------------------------------------------------
Name Number of Percentage
Common Shares Ownership
- --------------------------------------------------------------------------------
Elias Vamvakas
5600 Explorer Drive, Suite 301
Mississauga, Ontario L4W 4Y2 3,475,932(1)(3) 10.14%
- --------------------------------------------------------------------------------
Dr. Jeffery J. Machat
5600 Explorer Drive, Suite 301
Mississauga, Ontario L4W 4Y2 4,172,500(2)(3) 12.32%
- --------------------------------------------------------------------------------
James R. Connacher 85,000(4) *
- --------------------------------------------------------------------------------
Howard J. Gourwitz 5,000(5) *
- --------------------------------------------------------------------------------
Dr. W. David Sullins Jr. 42,000(6) *
- --------------------------------------------------------------------------------
Warren S. Rustand 47,271 *
- --------------------------------------------------------------------------------
Frances J. K. Brotherhood 26,000(7) *
- --------------------------------------------------------------------------------
Gary F. Jonas 501,137 1.48%
- --------------------------------------------------------------------------------
Ronald J. Kelly 26,034 (8) *
- --------------------------------------------------------------------------------
TAL Investments Counsel, Ltd. 3,698,000 10.93%
1000 de la Gauchetiere West
Montreal, Quebec, Canada H3B 4W5
- --------------------------------------------------------------------------------
LNG Enterprises, Inc. 2,000,000 5.91%
2000 Town Center, Suite 1400
Southfield, MI 48075
- --------------------------------------------------------------------------------
All directors and executive 8,607,500 24.95%
officers as a group (1)(2)(3)(5)(9)
- --------------------------------------------------------------------------------
* Less than 1%
(1) Includes vested options for 456,205 shares. Shares owned by Mr. Vamvakas
are held directly as to 869,727 and indirectly as to 2,150,000 by 1111881
Ontario Limited, a corporation wholly-owned by the Vamvakas Family Trust.
(2) Includes vested options for 40,207 shares. Shares owned by Dr. Machat are
held directly as to 22,293 and indirectly as to 4,110,000 by 1123562
Ontario Limited, a corporation wholly-owned by the Machat Family Trust.
<PAGE>
-9-
(3) Dr. Steven Slade holds options to acquire 50,000 of the Common Shares
currently owned by Mr. Vamvakas and Dr. Machat and others, 45% by Dr.
Machat, 30% by Mr. Vamvakas and 25% by other holders. The options may be
exercised at a price of US$0.10 per share subject to compliance with
applicable law. No additional Common Shares will be issued by the
Corporation to satisfy the options, which have been granted by Mr.
Vamvakas and Dr. Machat and others to induce Dr. Slade to participate in
the Corporation and to serve as Co-National Medical Director of the
Corporation.
(4) Includes vested options for 5,000 shares.
(5) Includes vested options for 5,000 shares. Excludes 2,000,000 Common Shares
owned by LNG Enterprises, Inc., an associate of Mr. Gourwitz.
(6) Includes vested options for 5,000 shares.
(7) Includes vested options for 25,000 shares.
(8) Includes vested options for 25,000 shares.
(9) Includes aggregate vested options for 676,326 shares. Excludes 2,000,000
shares owned by LNG Enterprises, Inc. See footnote (5).
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all compensation earned during the last
three completed fiscal years by the Chief Executive Officer and the
Corporation's four highest paid executive officers who were serving as executive
officers at the end of the financial year ended May 31, 1998 ("Fiscal 1998") and
whose annual salary and bonus exceeded C$100,000 in Fiscal 1998 (together, the
"Named Executive Officers"). In the table below, and elsewhere in this Circular,
references to "C$" shall mean Canadian dollars and references to "US$" shall
mean United States dollars.
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
------------ ------------
- ------------------------------------------------------------------------------------------------
Common Shares
Name and $ ($) Salary ($) Bonus under Option
Principal Position Year Currency June 1- May 31 June 1 - May 31 (#)(1)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Elias Vamvakas, 1996 C 215,280 Nil 1,000,000
Chief Executive 1997 US 235,417 250,000(2) Nil
Officer 1998 US 260,416 Nil Nil
- ------------------------------------------------------------------------------------------------
Jeffery J. Machat, 1996 US 83,333 Nil 25,000
Co-National 1997 US 200,000 Nil 25,000
Medical 1998 C 773,448(3) Nil 15,000
Director
- ------------------------------------------------------------------------------------------------
Gary Jonas (4) 1997 US 67,045 Nil Nil
Executive Vice 1998 US 224,328 Nil 15,000
President
Strategic
Growth
- ------------------------------------------------------------------------------------------------
Frances J.K. 1997 US 23,192(4) Nil Nil
Brotherhood (4) 1998 US 148,115 Nil 25,000
Executive Vice
President
Secondary
Care
- ------------------------------------------------------------------------------------------------
Ronald J. Kelly (4) 1997 C 150,000 Nil 25,000
Vice-President, 1998 C 200,000 Nil 15,000
Acquisitions
and General
Counsel
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) All options vest one year after the date granted.
(2) This amount is payable to Mr. Vamvakas upon the Corporation having earned
two consecutive quarters of net income.
<PAGE>
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(3) Dr. Machat became an officer of the Corporation in January 1996. Dr.
Machat also performs excimer laser procedures at TLC centers for a fee of
$150 per procedure payable in the same currency as paid by the patient.
For fiscal 1998, in order to comply with U.S. disclosure requirements, the
procedure fee has been included in the amount of salary compensation. The
procedure fees were not included in previous disclosure reports under
Canadian disclosure rules. Of the amount set forth above, US$200,000
constitutes the consulting fee paid by the Corporation for Dr. Machat's
services as Co-National Medical Director, and the remainder constitutes
procedure fees paid by patients for medical services performed by Dr.
Machat at TLC clinics.
(4) Mr. Jonas, Ms. Brotherhood, and Mr. Kelly were not officers of the
Corporation during Fiscal 1996 and were officers for only a portion of
Fiscal 1997.
Options Granted During Fiscal 1998
The following table sets forth the individual grants of stock options for
Fiscal 1998 to the Named Executive Officers:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Common % of Total Market Value
Shares Options of Common
Under Granted to Shares Value Under
Options Employees Exercise Underlying Black-Scholes
Granted Date of Grant in Fiscal or Base Options on Option Pricing
Name (#) (1) Year Price the Date of Expiration Date Model (2)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dr. Jeffery J. 15,000 December 1, 1997 2.9% C$11.45 C$11.45 December 1, 2002 C$68,400
Machat
- --------------------------------------------------------------------------------------------------------------------------
Gary Jonas 15,000 December 1, 1997 2.9% C$11.45 C$11.45 December 1, 2002 C$68,400
- --------------------------------------------------------------------------------------------------------------------------
Frances J.K. 25,000 June 20, 1997 4.8% C$11.80 C$11.80 June 20, 2002 C$117,500
Brotherhood
- --------------------------------------------------------------------------------------------------------------------------
Ronald J. Kelly 15,000 December 1, 1997 2.9% C$11.45 C$11.45 December 1, 2002 C$68,400
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All options vest one year after the date of grant.
(2) Assumes: 5.26% risk-free rate of interest; dividend yield of 0%;
volatility 35%; options mature in 5 years.
<PAGE>
-11-
Aggregate Option Exercises During Fiscal 1998 and Fiscal Year-End Option
Values
The following table sets forth all stock options exercised by the Named
Executive Officers of the Corporation, the total number of shares underlying
unexercised options of the Named Executive Officers and their dollar value
during Fiscal 1998:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Value of Unexercised in-the-Money
Unexercised Options at Options at Financial Year-End (C$)
Financial Year-End Note (1)
- --------------------------------------------------------------------------------------------------------------------------
Common Aggregate
Shares Value
Acquired on Realised
Name Exercise (US$) Exercisable Unexerciseable Exercisable Unexerciseable
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Elias Vamvakas -- -- 456,205 152,068 9,073,917 3,024,633
- --------------------------------------------------------------------------------------------------------------------------
Dr. Jeffery J. -- -- 40,207 15,000 721,217 188,250
Machat
- --------------------------------------------------------------------------------------------------------------------------
Gary Jonas -- -- -- 15,000 -- 188,250
- --------------------------------------------------------------------------------------------------------------------------
Frances J.K. -- -- 25,000 -- 305,000 --
Brotherhood
- --------------------------------------------------------------------------------------------------------------------------
Ronald J. Kelly -- -- 25,000 15,000 418,750 188,250
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Value is based upon the closing price of TLC's common shares on the
Toronto Stock Exchange on May 31, 1998, which was C$24.00.
Employment Contracts
Mr. Elias Vamvakas
The Corporation has entered into an employment contract with Mr. Elias
Vamvakas who is the President, Chief Executive Officer and Chairman of the Board
of Directors of the Corporation. The term of the agreement is three years
commencing on January 1, 1996 with automatic one year renewals as agreed upon by
the parties. During the initial year of the agreement, the base salary was
US$225,000, which will increase by US$25,000 during each year of the initial
term. Thereafter, Mr. Vamvakas' base salary will be determined by the Board of
Directors but will never be less than the previous year's base salary plus
fifteen percent. Mr. Vamvakas' compensation also includes a discretionary annual
bonus as determined by the Board of Directors. There were no stock options or
bonuses granted to Mr. Vamvakas for Fiscal 1998.
Mr. Vamvakas' employment may be terminated for just cause (as defined in
the agreement). If terminated other than for just cause, Mr. Vamvakas will be
entitled to receive 24 months' base salary and bonus and shall be entitled to
exercise all share options granted but not otherwise exercisable.
The agreement also contains non-competition and confidentiality covenants
for the benefit of the Corporation.
<PAGE>
-12-
Dr. Jeffery J. Machat
The Corporation has entered into a consulting agreement with Excimer
Management Corporation which corporation will make available to TLC the services
of Dr. Jeffery J. Machat as a consultant relating to the business of the
Corporation. Pursuant to such agreement, Dr. Machat is designated Co-National
Medical Director of TLC. The term of the agreement is three years commencing on
January 1, 1996. The agreement provides for an annual consulting fee in the
amount of US$200,000. Dr. Machat has also entered into a surgery agreement with
the Corporation pursuant to which he will perform excimer laser procedures at
one or more of the Corporation's clinics and will be entitled to receive a fee
of $150 per procedure performed by him payable in the same currency as paid by
the patient. Dr. Machat is also entitled to receive options under the Share
Option Plan as a director.
Dr. Machat's agreement may be terminated for just cause (as defined in the
agreement). If terminated other than for just cause, Dr. Machat will be entitled
to receive an amount equal to two times the annual consulting fee.
Dr. Machat's consulting agreement contains non-competition and
confidentiality covenants for the benefit of the Corporation.
Ronald J. Kelly
The Corporation has entered into a consulting agreement with Kelmar
Corporation, which corporation will make available to TLC the services of Ronald
J. Kelly as a consultant relating to the business of the Corporation. Mr. Kelly
has also been appointed the Vice-President Acquisitions and General Counsel of
the Corporation. The agreement, which expires on December 31, 1999, provides for
an annual consulting fee payable by the Corporation to Kelmar Corporation of
C$200,000. The agreement entitles Mr. Kelly to participate in the Corporation's
Stock Option Plan, and during Fiscal 1998, Mr. Kelly received a grant of options
for 15,000 Common Shares. Kelmar's compensation also includes a discretionary
annual bonus as determined by the Board of Directors. There was no bonus paid to
Kelmar during Fiscal 1998.
If the consulting agreement is terminated, other than for just cause (as
defined in the agreement), Mr. Kelly shall be entitled to a payment of
C$100,000.
The agreement also contains non-competition and confidentiality covenants
for the benefit of the Corporation.
Gary F. Jonas
The Corporation has entered into an employment contract with Mr. Gary Jonas who
is Executive Vice President for Strategic Development of the Corporation. The
term of the agreement is five years commencing on September 1, 1997 with
automatic one year renewals as agreed upon by the parties. During the initial
year of the agreement, the base salary was US$220,000, with an annual review of
salary during each year of the term. Mr. Jonas received a grant of 15,000
options under the Corporation's Stock Option Plan in Fiscal 1998, but Mr. Jonas
will not participate in the Stock Option Plan for future years under the terms
of his contract.
<PAGE>
-13-
Mr. Jonas' employment may be terminated for cause. If terminated other thn
for cause, Mr. Jonas will be entitled to receive 6 months' salary and shall be
entitled to exercise all vested share options granted.
The agreement also contains non-competition and confidentiality covenants
for the benefit of the Corporation.
Frances J.K. Brotherhood
The Corporation has entered into an employment contract with Ms. Frances
J.K. Brotherhood who is Executive Vice President for Secondary Care of the
Corporation. The agreement commenced March 31, 1997 and does not have a fixed
term. During the initial year of the agreement, the base salary was US$130,000,
with an annual review of salary during each year of the term.
The agreement also contains non-competition and confidentiality covenants
for the benefit of the Corporation
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors is composed of Dr.
Sullins, Mr. Gourwitz, and Mr. Connacher. None of the members of the
Compensation Committee is an officer, employee or former officer or employee of
the Corporation. Determination of the compensation of executive officers of each
of the subsidiaries of the Corporation is made by the entire Board of Directors
of each subsidiary. Dr. Sullins also serves as a member of the boards of
directors of one or more subsidiaries of the Corporation. (See also "Interest of
Insiders in Material Transactions".) The Compensation Committee meets at least
annually to review the compensation paid to certain senior officers of the
Corporation, including the Chief Executive Officer and to make recommendations
to the entire Board with respect to such compensation.
REPORT ON EXECUTIVE COMPENSATION
The Corporation's corporate philosophy on compensation is that
compensation should be tied to an individual's performance and to the
performance of the Corporation as a whole. TLC believes that executive officers
who make a substantial contribution to the long-term success of the Corporation
and its subsidiaries are entitled to participate in that success.
The compensation of the Corporation's executive officers, including its
Named Executive Officers, is comprised of three components: (i) base salary;
(ii) cash bonuses; and (iii) long-term incentives in the form of stock options.
The Corporation does not have an executive pension plan.
<PAGE>
-14-
TLC is an emerging corporation which was incorporated in 1993 and
consequently the Board of Directors has placed considerable emphasis upon the
incentive of stock options in determining executive compensation in order to
align the interests of the executive officers with the long-term interests of
the Corporation's shareholders.
The Share Option Plan is administered by the Board of Directors. The
purpose of the Share Option Plan is to advance the interests of the Corporation
by (i) providing directors, officers, employees and other eligible persons with
additional incentive; (ii) encouraging stock ownership by eligible persons;
(iii) increasing the proprietary interests of eligible persons in the success of
the Corporation; (iv) encouraging eligible persons to remain with the
Corporation or its affiliates; and (v) attracting new employees, officers or
directors to the Corporation or its affiliates. In determining whether to grant
options and how many options to grant to eligible persons under the Share Option
Plan, consideration is given to each individual's past performance and
contribution to the Corporation as well as that individual's expected ability to
contribute to the Corporation in the future.
Compensation of Chief Executive Officer
During Fiscal 1998, Mr. Vamvakas, the President, Chief Executive Officer
and Chairman of the Board of Directors of TLC, continued to provide the
leadership and strategic direction that has enabled the Corporation to continue
its expansion throughout Canada and the United States.
The compensation paid to Mr. Vamvakas during Fiscal 1998, and the
compensation reflected in his employment contract, are based upon comparisons
with comparable positions in other companies within the same industry, as well
as with the compensation levels of chief executive officers in start-up
companies in the industrial technology sector. There were no stock options or
bonuses granted to Mr. Vamvakas during Fiscal 1998. See "Executive Compensation
- - Summary Compensation Table" and "- Employment Contracts".
The foregoing report is submitted by the Compensation Committee.
Dr. Jeffery J. Machat James R. Connacher Howard J. Gourwitz
Compensation of Directors
Directors of the Corporation who are not executive officers of the
Corporation are entitled to receive an attendance fee of $350 (C$ for Canadian
resident directors and US$ for U.S. resident directors) in respect of each
meeting attended. In addition, directors are reimbursed for out-of-pocket
expenses incurred in connection with attending meetings of the Board of
Directors and are entitled to receive options under the Share Option Plan. On
December 1, 1997, non-executive members of the Board of Directors were each
issued options to acquire 5,000 Common Shares at C$11.45 per share.
<PAGE>
-15-
PERFORMANCE GRAPH
The following show the cumulative total shareholder return (assuming
reinvestment of dividends) over the last two fiscal years compared to the
cumulative total return on the TSE 300 Index and the Nasdaq Health Services
Stocks Index.
Cumulative Total Return on $100 Investment Assuming Dividends are
Reinvested May 31, 1996-May 31, 1998
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
5/31/1996 5/31/1997 5/31/1998
TLC The Laser Center Inc. C$100 C$172.66 C$345.324
TSE 300 Composite Index C$100 C$124.25 C$150.10
Nasdaq Health Services Stocks US$100 US$82.86 US$84.83
<PAGE>
-16-
STATEMENT OF CORPORATE GOVERNANCE POLICIES
The Board of Directors of TLC believes that strong corporate governance
practices are essential to the well-being of the Corporation and its
shareholders. Since March 1996, the Common Shares have been listed on The
Toronto Stock Exchange. The By-Laws of The Toronto Stock Exchange require that
this Statement of Corporate Governance Practices relate the corporate governance
practices of the Board of Directors to the "Guidelines for Improved Corporate
Governance" contained in the Final Report of The Toronto Stock Exchange
Committee on Corporate Governance in Canada (the "TSE Report"). A description of
the Corporation's corporate governance practices follows.
Mandate of the Board of Directors
The mandate of the Board of Directors is to supervise the management of
the business and affairs of the Corporation and to act with a view to the best
interests of the Corporation.
Composition of the Board of Directors
The Board of Directors is currently comprised of seven members.
The Board of Directors believes that four directors are "unrelated"
directors and the remaining three are "related" directors, within the meaning of
the TSE Report. . An "unrelated" director is a director who is independent of
management and is free from any interest and any business or other relationship
which could, or could reasonably be perceived to, materially interfere with the
director's ability to act with a view to the best interests of the Corporation,
other than interests and relationships arising from shareholding. The
Corporation does not have a significant shareholder, since there is no person
who has the ability to exercise a majority of the votes attached to the
outstanding shares of the Corporation for the election of directors. There were
seven meetings of the Board of Directors in Fiscal 1998. Messrs. Rustand and
Connacher attended five of the seven meetings, Otherwise all directors attended
all of the meetings.
Board Committees
The Board of Directors has established three committees. The following is
a brief description of each committee and its composition.
The Audit Committee consists of three directors: Messrs. Gourwitz and
Rustand and Dr. Sullins, all of whom are unrelated directors. The Audit
Committee is responsible for the engagement of the Corporation's independent
auditors and reviews with them the scope and timing of their audit services and
any other services they are asked to perform, their report on the Corporation's
accounts following the completion of the audit and the Corporation's policies
and procedures with respect to internal accounting and financial controls. There
were two meetings of the Audit Committee relating to Fiscal 1998.
<PAGE>
-17-
The Compensation Committee consists of three directors: Messrs. Connacher
and Gourwitz, and Dr. Sullins, all of whom are unrelated directors. The
Compensation Committee is responsible for the development of compensation
policies and makes recommendations on compensation of executive officers to the
Corporate Governance Committee (see below) for approval of the Board of
Directors. There was one meeting of the Compensation Committee relating to
Fiscal 1998.
The Corporate Governance Committee consists of four directors: Messrs.
Connacher, Rustand and Gourwitz and Dr. Sullins, all of whom are unrelated
directors. The Corporate Governance Committee is responsible to the Board of
Directors with respect to developments in the area of corporate governance, the
practices of the Board, the nomination of Directors and the delegation of work
to other committees of the Board. Although there were discussions and
correspondence pertaining to the work of the Corporate Governance Committee
during Fiscal 1998, there were no meetings of the Corporate Governance Committee
relating to Fiscal 1998. The committee will consider nominees for the Board of
Directors recommended by shareholders. Recommendations by shareholders should be
submitted to the Company's Secretary and should identify the recommended nominee
by name and provide detailed background information. Recommendations received by
May 31, 1999 will be considered by the committee for nomination at the 1999
annual meeting of shareholders.
Shareholder Communications
The Board of Directors places great emphasis on its communications with
shareholders. Shareholders receive timely dissemination of information and the
Corporation has procedures in place to permit and encourage feedback from its
shareholders. TLC's senior officers are available to shareholders and, through
its investor relations department, TLC seeks to provide clear and accessible
information about the results of the Corporation's business and its future
plans. TLC has established an investor web site on the Internet through which it
makes available press releases, financial statements, annual reports, trading
information and other information relevant to investors. Mr. Vamvakas may also
be contacted directly by investors through the Internet.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Corporation maintains directors' and officers' liability insurance.
Under this insurance coverage the insurer pays on behalf of the Corporation for
losses for which the
<PAGE>
-18-
Corporation indemnifies its directors and officers, and on behalf of individual
directors and officers for losses arising during the performance of their duties
for which they are not indemnified for the Corporation. The policy limit is
US$25,000,000 per policy term subject to a deductible of US$100,000 per
occurrence with respect to corporate indemnity provisions and US$250,000 if the
claim relates to securities law claims. The total premium in respect of the
directors' and officers' liability insurance for Fiscal 1998 was approximately
US$368,000. The insurance policy does not distinguish between directors and
officers as separate groups.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The only material transactions since the commencement of Fiscal 1998 in
which any director, executive officer, Principal Shareholder or any associate or
affiliate of the foregoing has or had an interest are as follows:
Mainstay Human Resources Corp.
The Corporation has entered into a contract with Mainstay Human Resources
Corp. ("Mainstay") pursuant to which the Corporation engages the services of
Madeline Walker, Chief Operating Officer of the Corporation, and an employee of
Mainstay. The term of the agreement is three years commencing on December 1,
1996 with automatic one year renewals as agreed upon by the parties. During the
initial year of the agreement, the base compensation was C$145,000, with an
increase of 10% for the second and third years of the initial term. The contract
entitles Ms. Walker to participate in Corporation's Stock Option Plan, and
during Fiscal 1998, Ms. Walker received a grant of options for 15,000 common
shares. Mainstay's compensation also includes a discretionary annual bonus as
determined by the Board of Directors. There was no bonus paid to Mainstay or Ms.
Walker during Fiscal 1998.
Mainstay's contract may be terminated for cause. If terminated other than
for cause, then Mainstay or Ms. Walker will be entitled to received 90 days's
notice and C$200,000 as liquidated damages and will be entitled to exercise all
share options granted but not otherwise exercisable.
The agreement also contains non-competition and confidentiality covenants
for the benefit of the Corporation.
<PAGE>
-19-
Indebtedness Of Directors, Executive Officers and Senior Officers
No officer, director, or employee, or former officer, director or employee
of the Corporation or any of its subsidiaries, or associate of any such officer,
director or employee is currently or has been indebted (other than routine
indebtedness) at any time during Fiscal 1998 to the Corporation or any of its
subsidiaries other than as disclosed below:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Largest Amount Amount
Involvement Outstanding During Outstanding as at
Name and Principal of the year ended May 31, 1998 September 21, 1998
Position Corporation (C$) (C$)(1)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Elias Vamvakas,
Chief Executive Officer Car Loan 51,232 --
- ---------------------------------------------------------------------------------------
Madeline Walker,
Chief Operating Officer Car Loan 30,590 21,584
- ---------------------------------------------------------------------------------------
</TABLE>
(1) The indebtedness is secured in each case by an automobile of the officer.
APPOINTMENT OF AUDITORS
It is the intention of the management representatives designated in the
enclosed form of proxy to vote the shares in respect of which they are appointed
proxy in favour of a resolution appointing Ernst & Young, Toronto, Ontario, as
auditors of the Corporation, to hold office until the next annual meeting of
shareholders, and authorizing the directors to fix the remuneration to be paid
to the auditors, unless the shareholder who has given such proxy has directed
that the shares be withheld from voting in the appointment of auditors. Ernst &
Young have been auditors of the Corporation since 1997. If shareholders do not
approve the appointment of Ernst & Young, the Board of Directors will reconsider
their appointment. Representatives of Ernst & young are expected to attend the
Meeting, will be provided with an opportunity to make a statement, should they
desire to do so, and will be available to respond to appropriate questions from
the shareholders.
OTHER BUSINESS
The Corporation knows of no other matter to come before the Meeting other
than the matters referred to in the notice of meeting.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Any proposal of a shareholder intended to be presented at the
Corporation's annual meeting of shareholders for Fiscal 1999 must be received by
the Corporation's principal office not later than August 30, 1999 for inclusion
in the proxy statement for that meeting.
<PAGE>
-20-
AVAILABILITY OF DISCLOSURE DOCUMENTS
The Corporation will provide any person or company, upon request to its
Secretary, with a copy of:
(i) the most recent annual information form or Form 10-K of the
Corporation, which includes management's discussion and analysis of
financial conditions and results of operations, together with a copy
of any document or the pertinent pages of any document incorporated
therein by reference;
(ii) the comparative financial statements of the Corporation for the
fiscal year ended May 31, 1998, together with the report of the
auditors thereon;
(iii) the most recent annual report of the Corporation;
(iv) the interim financial statements of the Corporation for the periods
subsequent to the end of its fiscal year; and
(v) this Circular.
DIRECTORS' APPROVAL
The contents and sending of this Circular have been approved by the Board
of Directors of the Corporation.
By Order of the Board of
Directors
/s/ John F. Riegert
John F. Riegert
Secretary
Mississauga, Canada
September 25, 1998
<PAGE>
TLC THE LASER CENTER INC.
PROXY
Annual Meeting of Shareholders of
TLC THE LASER CENTER INC.
to be held on October 30, 1998
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OF TLC THE LASER CENTER INC.
The undersigned shareholder of TLC The Laser Center Inc. (the
"Corporation") hereby appoints Elias Vamvakas, President and a Director of the
Corporation, or, failing him, John F. Riegert, Secretary and a Director of the
Corporation, or, failing him, Peter Kastelic, Chief Financial Officer of the
Corporation, or instead of any of the foregoing, ___________________________, as
proxy of the undersigned, to attend, vote and act for and on behalf of the
undersigned at the annual meeting of shareholders of the Corporation to be held
on October 30, 1998 and at all adjournments thereof, upon the following matters:
1. TO VOTE FOR |_|1 OR WITHHOLD |_|2
or, if no specification is made, vote FOR the election of directors for
the respective terms stated in the accompanying management information
circular; provided that the undersigned wishes to withhold vote for the
following directors:
--------------------------------------------------------------------
2. TO VOTE FOR |_|3 OR WITHHOLD |_|4
or if no specification is made, vote FOR the continued appointment of
Ernst & Young as auditors of the Corporation and authorizing the
directors to fix the remuneration of the auditors.
3. TO VOTE at the discretion of the proxy nominee on any amendments to the
foregoing and on such other business as may properly come before the
meeting or any adjournments thereof.
EXECUTED on the ___________________ day of _____________________, 1998
- ----------------------- --------------------------------
Number of Common Shares Signature of Shareholder
--------------------------------
Name of Shareholder
(Please print clearly)
NOTES:
1. A shareholder has the right to appoint a person to represent the
shareholder at the meeting other than the management representatives
designated in this proxy. Such right may be exercised by inserting in the
space provided the name of the other person the shareholder wishes to
appoint. Such other person need not be a shareholder.
2. To be valid, this proxy must be signed and deposited with CIBC Mellon
Trust Company, Proxy Dept., 320 Bay Street, P.O. Box 1, Toronto, Ontario
M5H 4A6 not later than the close of business on October 28, 1998, or, if
the meeting is adjourned, 48 hours (excluding Saturdays and holidays)
before any adjourned meeting.
3. If an individual, please sign exactly as your shares are registered. If
the shareholder is a corporation, this proxy must be executed by a duly
authorized officer or attorney of the shareholder and, if the corporation
has a corporate seal, its corporate seal should be affixed. If the shares
are registered in the name of an executor, administrator or trustee,
please sign exactly as the shares are registered. If the shares are
registered in the name of the deceased or other shareholder, the
shareholder's name must be printed in the space provided, the proxy must
be signed by the legal representative with his name printed below his
signature and evidence of authority to sign on behalf of the shareholder
must be attached to this proxy.
4. Reference is made to the accompanying notice and management information
circular for further information regarding completion and use of this
proxy and other information pertaining to the meeting. Before completing
this proxy, non-registered holders should carefully review the section in
the accompanying management information circular entitled "General Proxy
Information - Non-Registered Shareholders" and should carefully follow the
instructions of the securities dealer or other intermediary who sent this
proxy.
5. If this proxy is not dated in the space provided, it is deemed to bear the
date on which it is mailed by management of the Corporation.
6. If a share is held by two or more persons, any one of them present or
represented by proxy at a meeting of shareholders may, in the absence of
the other or others, vote in respect thereof, but if more than one of them
are present or represented by proxy, they shall vote together in respect
of each share so held.
