SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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
AMERIPATH, INC.
---------------
(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 No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
-----------------------------------------
AMERIPATH, INC.
-----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 4, 2000
To the Stockholders of AmeriPath, Inc.:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders
(the "Annual Meeting") of AmeriPath, Inc., a Delaware corporation (the "Company"
or " AmeriPath"), will be held at the Palm Beach Gardens Marriott Hotel, 4000
RCA Boulevard, Palm Beach Gardens, Florida, at 11:00 a.m., local time, on
Thursday, May 4, 2000, for the following purposes:
(1) To elect two (2) members to the Company's Board of
Directors to hold office until the 2003 Annual Meeting or until their
successors are duly elected and qualified; and
(2) To ratify the reappointment of Deloitte & Touche LLP as
the Company's independent public accountants; and
(3) To transact such other business as may properly come
before the Annual Meeting and any adjournments or postponements
thereof.
The Board of Directors has fixed the close of business on March 24,
2000 as the record date for determining those stockholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournments or postponements
thereof.
Whether or not you expect to be present, please sign, date and return
the enclosed proxy card in the enclosed pre-addressed envelope as promptly as
possible. No postage is required if mailed in the United States.
By Order of the Board of Directors,
Robert P. Wynn
SECRETARY
Riviera Beach Florida
April 3, 2000
THIS IS AN IMPORTANT MEETING AND ALL STOCKHOLDERS ARE ENCOURAGED TO ATTEND THE
MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY
URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE.
STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING,
REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON AT THE MEETING.
<PAGE>
2000 ANNUAL MEETING OF STOCKHOLDERS
OF
AMERIPATH, INC.
-------------------------
PROXY STATEMENT
-------------------------
TIME, DATE AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of AmeriPath, Inc., a Delaware corporation (the
"Company"), of proxies from the holders of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), for use at the 2000 Annual Meeting of
Stockholders of the Company to be held at the Palm Beach Gardens Marriott Hotel,
4000 RCA Boulevard, Palm Beach Gardens, Florida, at 11:00 a.m., local time, on
Thursday, May 4, 2000, and at any adjournments or postponements thereof (the
"Annual Meeting").
The approximate date that this Proxy Statement and the enclosed form of
proxy are first being sent to stockholders is April 3, 2000. Stockholders should
review the information in this Proxy Statement together with the Company's
Annual Report to Stockholders for the year ended December 31, 1999 which
accompanies this Proxy Statement. The Company's principal executive offices are
located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404, and its
telephone number is (561) 845-1850.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Stockholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the enclosed proxy is to be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone. The Company's employees will
receive no compensation for soliciting proxies other than their regular
salaries. The Company may request banks, brokers and other custodians, nominees
and fiduciaries to forward copies of the proxy material to their principals and
to request authority for the execution of proxies. The Company may reimburse
such persons for their expenses in doing so.
<PAGE>
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, the Company's stockholders will consider and
vote upon the following matters:
(1) To elect two (2) members to the Company's Board of
Directors to hold office until the 2003 Annual Meeting or until their
successors are duly elected and qualified; and
(2) To ratify the reappointment of Deloitte & Touche LLP as
the Company's independent public accountants; and
(3) To transact such other business as may properly come
before the Annual Meeting and any adjournments or postponements
thereof.
If you sign and return the enclosed proxy, the proxies named therein
will have authority to vote your shares of AmeriPath's Common Stock at the
Annual Meeting as indicated therein. Unless you indicate otherwise on the
enclosed proxy, all shares of AmeriPath Common Stock represented by valid
proxies (including your shares) received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth herein)
will be voted (a) for the election of the respective nominees for director named
below, (b) in favor of ratification of the reappointment of Deloitte & Touche
LLP as the Company's independent public accountants, and (c) by the proxies in
their discretion upon any other proposals that may properly come before the
meeting. In the event a stockholder specifies a different choice by means of the
enclosed proxy, his shares will be voted in accordance with the specification so
made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on March 24, 2000
as the record date (the "Record Date") for determining stockholders of the
Company entitled to notice of and to vote at the Annual Meeting. As of March 10,
2000, there were 21,580,687 shares of Common Stock issued and outstanding, all
of which are entitled to be voted at the Annual Meeting. Each share of Common
Stock is entitled to one vote on each matter submitted to stockholders for
approval at the Annual Meeting. Stockholders do not have the right to cumulate
their votes for directors.
The attendance, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum for stockholders to take action at the meeting.
If a quorum is present at the Annual Meeting, the nominees for director shall be
elected by a plurality of the votes of the shares present in person or by proxy
at the Annual Meeting and entitled to vote on the election of directors. If less
than a majority of the outstanding shares entitled to vote are represented at
the Annual Meeting, a majority of the shares so represented may adjourn the
Annual Meeting to another date, time or place.
Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count and
tabulate ballots and votes and determine the results thereof. Abstentions will
be considered as shares present and entitled to vote at the Annual Meeting and
will be counted as votes cast at the Annual Meeting, but will not be counted as
votes cast for or against any given matter.
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<PAGE>
Shares represented by proxies reflecting abstentions will be considered
as shares present and entitled to vote for purposes of determining the presence
of a quorum and will be counted as votes cast for purposes of determining the
outcome of any matter submitted to the shareholders for a vote, but will not be
counted as votes "for" or "against" any matter subject to the abstention. The
inspectors of election will treat shares referred to as "broker or nominee
non-votes" (shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or persons entitled to vote and the
broker or nominee does not have discretionary voting power on a particular
matter) as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. For purposes of determining the outcome of
any matter as to which the proxies reflect broker or nominee non-votes, shares
represented by such proxies will be treated as not present and not entitled to
vote on that subject matter and therefore will not be considered by the
inspectors of election when counting votes cast on the matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters). Accordingly, broker or nominee non-votes will not
have the same effect as a vote against the election of any director. Abstentions
will not have the same effect as a vote against the election of any director.
BENEFICIAL SECURITY OWNERSHIP
The following table sets forth, as of March 10, 2000, information with
respect to the beneficial ownership of the Company's Common Stock by (i) the
Company's Chief Executive Officer and each of the other "Named Executive
Officers" (as defined below in "Executive Compensation--Summary Compensation
Table"), (ii) each director of the Company, (iii) all directors and executive
officers of the Company as a group and (iv) each holder of five percent (5%) or
more of the Company's outstanding shares of Common Stock. The Company is not
aware of any beneficial owner of more than five percent of the outstanding
shares of Common Stock other than as set forth in the following table.
<TABLE>
<CAPTION>
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER (1) OWNED (2) SHARES
- ---------------------------- ------------ -----------
<S> <C> <C>
Summit (3)........................................................ 1,485,776 6.9%
T. Rowe Price Associates, Inc. (4)................................ 2,112,354 9.8%
Mellon Financial Corporation (5).................................. 1,185,100 5.5%
Dimensional Fund Advisors (6)..................................... 1,229,382 5.7%
James C. New (7).................................................. 345,016 1.6%
Alan Levin, M.D.(8) .............................................. 72,400 *
Dennis M. Smith, Jr., M.D. (9) ................................... 194,776 *
Robert P. Wynn (10) .............................................. 205,600 *
Stephen V. Fuller (11) ........................................... 10,000 *
Timothy M. Kilpatrick, M.D.(12)................................... 4,925 *
Thomas S. Roberts (3) ............................................ 1,485,776 6.9%
C. Arnold Renschler, M.D. (13).................................... 4,000 *
E. Roe Stamps, IV (3) ............................................ 1,485,776 6.9%
All directors and executive officers as a group (9 persons) ...... 2,322,493 10.5%
<FN>
- ---------------
* Less than one percent.
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<PAGE>
1. Unless otherwise indicated, the address of each of the
beneficial owners identified is 7289 Garden Road, Suite 200,
Riviera Beach, Florida 33404.
2. Based on 21,580,687 shares of Common Stock outstanding as of
March 10, 2000. Pursuant to the rules of the Securities and
Exchange Commission, shares of Common Stock which a person
had the right to acquire within 60 days pursuant to the
exercise of stock options or the conversion of a convertible
security are deemed to be outstanding for the purpose of
computing the percentage ownership of such person but are not
deemed outstanding for the purpose of computing the
percentage ownership of any other person.
3. Includes 1,043,790, 9,919 and 432,067 shares of Common Stock
held by Summit Ventures III, L.P., Summit Investors II, L.P.
and Summit Subordinated Debt Fund, L.P. (collectively,
"Summit"), respectively, each of which is a limited
partnership. Summit Partners III, L.P. is the general partner
of Summit Ventures III, L.P.,. and Summit Partners SD, L.P.
is the general partner of Summit Subordinated Debt Fund, L.P.
Stamps, Woodsum & Co. III is the general partner of Summit
Partners III, L.P. and Summit Partners SD, L.P.
Thomas S. Roberts is a director of the Company and is a
General Partner of Stamps, Woodsum & Co. III and Summit
Investors II, L.P. E. Roe Stamps, IV is a director of the
Company and is Managing General Partner of Stamps, Woodsum &
Co. III and Summit Investors II, L.P. Mr. Roberts and Mr.
Stamps both disclaim beneficial ownership of all such shares
of Common Stock. The address of Summit and Messrs. Roberts
and Stamps is 600 Atlantic Avenue, Boston, Massachusetts
02210. This disclosure of Summit's beneficial ownership is
based solely upon information set forth in Summit's Schedule
13G dated February 11, 2000.
4. Represents shares beneficially owned by T. Rowe Price
Associates, Inc. ("Price"), as to which Price has sole voting
power with respect to 404,854 of such shares and sole
dispositive power with respect to 2,112,354 such shares. The
address of Price is 100 E. Pratt Street, Baltimore, Maryland
21202. This disclosure of Price's beneficial ownership is
based solely upon information set forth in Price's Schedule
13G, as amended.
5. Represents shares beneficially owned by Mellon Financial
Corporation ("Mellon"), as to which Mellon has sole voting
power with respect to 1,035,500 of such shares and sole
dispositive power with respect to 1,138,900 of such shares.
The address of Mellon is One Mellon Center, Pittsburgh,
Pennsylvania, 15258. This disclosure of Mellon's beneficial
ownership is based solely upon information set forth in
Mellon's Schedule 13G dated January 19, 2000.
6. Represents shares beneficially owned by Dimensional Fund
Advisors, Inc. ("Dimensional"), as to which Dimensional has
sole voting power with respect to 1,229,382 of such shares
and sole dispositive power with respect to all such shares.
The address of Dimensional is 1299 Ocean Avenue, 11th Floor,
Santa Monica, California, 90401. This disclosure of
Dimensional's beneficial ownership is based solely upon
information set forth in Price's Schedule 13G dated February
4, 2000.
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<PAGE>
7. Includes 306,009 shares subject to stock options which are
exercisable or become exercisable within 60 days. Does not
include 144,002 shares subject to presently unexercisable
stock options.
8. Includes 22,400 shares subject to stock options which are
exercisable or become exercisable within 60 days. Does not
include 46,400 shares subject to presently unexercisable
stock options.
9. Includes 7,000 shares subject to stock options which are
exercisable or become exercisable within 60 days. Does not
include 28,000 shares subject to presently unexercisable
options.
10. Includes 201,600 shares subject to stock options which are
exercisable or become exercisable within 60 days. Does not
include 32,000 shares subject to presently unexercisable
stock options.
11. Includes 10,000 shares subject to stock options which are
exercisable or become exercisable within 60 days. Does not
include 31,800 shares subject to presently unexercisable
stock options.
12. Includes 2,000 shares subject to stock options which are
exercisable or become exercisable within 60 days. Does not
include 8,000 shares subject to presently unexercisable stock
options.
13. Includes 2,000 shares subject to stock options which are
exercisable or become exercisable within 60 days. Does not
include 3,000 shares subject to presently unexercisable stock
options.
</FN>
</TABLE>
ELECTION OF DIRECTORS; NOMINEES
The Company's Certificate of Incorporation and Bylaws provide that the
number of directors constituting the Company's Board of Directors shall not be
less than three nor more than twelve, as determined from time to time by
resolution of the Board of Directors. The size of the Board of Directors is
currently fixed at six directors.
The Company's Certificate of Incorporation divides the Board of
Directors into three classes. Each class of directors serves staggered three
year terms or until their successors are elected and qualified.
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<PAGE>
The current classes of the Board of Directors and their terms of office
are as follows:
TERM
CLASS DIRECTORS EXPIRATION
----- --------- ----------
I James C. New 2001
I E. Roe Stamps, IV 2001
II Thomas S. Roberts 2002
II Timothy M. Kilpatrick, M.D. 2002
III Alan Levin, M.D. 2000
III C. Arnold Renschler, M.D. 2000
The two directors in Class III, Alan Levin, M.D. and C. Arnold
Renschler, M.D., have been nominated for re-election at the Annual Meeting. Each
Class III director elected at the Annual Meeting will hold office until the
annual meeting of shareholders to be held in 2003.
In connection with one of the Company's 1997 acquisitions in Texas, the
Company agreed to nominate one of the sellers of such practice, if designated by
such sellers and acceptable to the Company, to the next available vacancy for
inside directors on the Board of Directors of the Company.
The Company is considering expanding the size of its Board of Directors
by adding one or more additional independent directors who can add unique value
and perspective to the Board. If added, any such director shall serve until the
annual meeting following his or her appointment to the Board.
All proxies will be voted for Dr. Levin and Dr. Renschler, absent
contrary instructions. The Board of Directors has no reason to believe that the
nominees will refuse or be unable to accept election; however, in the event that
any nominee is unwilling or unable to accept election or if any other unforeseen
contingencies should arise, each proxy that does not specifically direct
otherwise will be voted for the remaining nominees, if any, and for such other
person(s) as may be designated by the Board of Directors.
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<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- ---- --- ---------------------
<S> <C> <C>
James C. New (1)................. 54 Chairman of the Board, President, Chief
Executive Officer and Director
Alan Levin, M.D. (1)............. 48 Chief Operating Officer and Director
Robert P. Wynn................... 53 Executive Vice President, Chief Financial
Officer and Secretary
Dennis M. Smith, Jr., M.D. ...... 48 Senior Vice President and Medical Director
Stephen V. Fuller................ 45 Vice President, Human Resources
Thomas S. Roberts (1) (2) (3).... 36 Director
Timothy M. Kilpatrick, M.D....... 44 Director
C. Arnold Renschler, M.D. (2).... 58 Director
E. Roe Stamps, IV (3)............ 53 Director
<FN>
- ----------------
(1) Member of Acquisition Committee.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.
</FN>
</TABLE>
JAMES C. NEW was appointed Chairman of the Board of Directors in
February 1999, and has been the President, Chief Executive Officer and a
director of AmeriPath since January 1996. Prior to joining AmeriPath, Mr. New
served as President and Chief Executive Officer and as a director of
RehabClinics, Inc., one of the largest outpatient rehabilitation companies in
the country, which he founded in 1991. RehabClinics completed its initial public
offering in June 1992 and merged with NovaCare, Inc. in February 1994. Mr. New
was President of NovaCare, Inc.'s Outpatient Division from 1994 to 1995. Prior
to founding RehabClinics, Inc., he served as President of Greater Atlantic
Health Service and Physicians Choice of Southeastern Pennsylvania, both HMOs.
From 1993 through 1996, Mr. New was the Chairman of the Acquisition Committee
and member of the Board of Directors of Pet Practice, Inc. From 1978 to 1985,
Mr. New served in various executive positions at Textron, Inc. and Emerson
Electric, Inc.
ALAN LEVIN, M.D. has been Chief Operating Officer since September 1996.
He became a director and a physician employed by a subsidiary of the Company (an
"Affiliated Physician") in June 1996 after the Company acquired Derrick and
Associates Pathology Group ("Derrick"). Prior to that, he served on the Board of
Directors of Derrick since 1987, as Treasurer from 1990 to 1994, and President
from 1994 until the Company's acquisition of Derrick. Dr. Levin has 18 years
experience as a pathologist and is board certified in anatomic and clinical
pathology. He served as the medical director of the inpatient pathology
laboratory at Columbia Medical Center, Port St. Lucie, Florida from 1983 until
1997, and presently is chairman of that hospital's Board of Trustees. Dr. Levin
received his B.A. from Emory University and his M.D. from the University of
Miami Medical School. He performed his medical
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<PAGE>
oncology internship at Jackson Memorial Hospital and completed his anatomic and
clinical pathology residency at Mount Sinai Medical Center in Miami Beach,
Florida.
ROBERT P. WYNN has served as the Executive Vice President, Chief
Financial Officer and Secretary since February 1996. He served as Vice President
and Chief Operating Officer of American Laboratory Associates, the predecessor
to AmeriPath, from August 1993 to 1996. Mr. Wynn was Vice President and Chief
Financial Officer of International Magnetic Imaging, Inc. ("IMI"), from May 1991
until August 1993. Prior to joining IMI, Mr. Wynn was an audit partner with
Deloitte Haskins & Sells, certified public accountants, (predecessor to Deloitte
& Touche LLP). Mr. Wynn has over 26 years of experience in finance and
accounting. Mr. Wynn received his B.S. in Accounting from King's College in
Pennsylvania.
DENNIS M. SMITH, JR., M.D., has served as the Senior Vice President and
Medical Director of AmeriPath, Inc since March 1999. He also functions as the
Managing Director of its Florida Region and has held that position since May
1998. Dr. Smith was the Vice President of Laboratory Physicians, Jacksonville,
Inc. from 1984 through December 1997 when it was acquired by AmeriPath, and has
been the Managing Director of that practice since December 1997. Dr. Smith holds
the position of Director of Laboratories at Columbia Memorial Hospital in
Jacksonville. Currently, Dr. Smith chairs the Board of Trustees of the National
Blood Foundation and sits on the Board of Directors of the National Blood Data
Resource Center, the Florida-Georgia Blood Alliance, and Immucor, Inc. He is a
member of Vanderbilt University's School of Engineering's Committee of Visitors
and of the Pan American Health Organization's Advisory Committee on
International Blood Bank Standards. Dr. Smith was previously President of the
American Association of Blood Banks and Director and Executive Head of the
American Red Cross Blood Services, Nashville Region.
STEPHEN V. FULLER was has been Vice President of Human Resources since
November 1996. From 1993 to 1996, he served as Vice President, Human Resources
for Columbia Miami Heart Institute, a 315-bed full service hospital. From 1991
to 1993, Mr. Fuller served as Director, Human Resources for Delray Community
Hospital, an acute care trauma hospital with over 200 beds and 1,400 employees.
From 1990 to 1991, he served as Vice President, Human Resources for Hialeah
Hospital, a 411-bed hospital with 1,250 employees. Mr. Fuller is a Certified
Senior Professional in Human Resources with over 20 years experience in
healthcare human resources. He received his Bachelor of Science in Personnel
Management and Industrial Relations from Auburn University and his Masters of
Business Administration from Nova Southeastern University.
THOMAS S. ROBERTS has been a director of the Company since February
1996 and was a director of American Laboratory Associates from 1994 to 1996. Mr.
Roberts is currently a General Partner with Summit Partners and heads the firm's
Boston Office. He has been employed by Summit since 1989 and has served as a
director of numerous public and private companies. Mr. Roberts received an A.B.
degree in Economics from Princeton University and an M.B.A. from Harvard
Business School.
C. TIMOTHY KILPATRICK, M.D. has been a director of the Company and an
Affiliated Physician since June 1996 when the Company acquired Derrick. He has
also been Managing Director of Derrick since October 1996. Dr. Kilpatrick
stepped down as Managing Director of Derrick on January 1, 2000. Dr. Kilpatrick
was a stockholder and employee of Derrick since 1986. From 1995 until June 1996,
Dr. Kilpatrick was Vice President of Derrick and from 1992 until June 1996,
Chairman of its Strategic Planning Committee. He has 11 years experience as a
pathologist and is board certified in anatomic and clinical pathology, as well
as in dermatopathology. Dr. Kilpatrick received his B.S. from the University of
Florida and his M.D. from the University of Florida, College of Medicine. He
completed his residency in pathology at Bowman Gray School of Medicine.
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<PAGE>
C. ARNOLD RENSCHLER, M.D. has been a director of the Company since
April 1997. From April of 1999 to the present, he has been Executive Vice
President of Bergen Brunswig (BBC-NYSE). From December 1997 to April 1999, he
was President and CEO of PharMerica, Inc. and a member of it Board of Directors.
From June 1996 to November 1997, Dr. Renschler was President and Chief Executive
Officer of Pharmacy Corporation of America, a division of Beverly Enterprises,
Inc. From January 1990 to June 1996, he held various positions, including
serving as a Director, President and Chief Operating Officer and Chief Clinical
Officer at NovaCare, Inc. Dr. Renschler is certified in pediatric medicine. He
received his B.A. from Walla Walla College and his M.D. from Loma Linda
University School of Medicine. He completed his internal medicine residency at
Georgetown University Hospital in Washington, D.C., and his pediatric residency
at Stanford University in Palo Alto, California.
E. ROE STAMPS, IV has been a Director of the company since February
1996, and was a Director of American Laboratory Associates from 1994 to 1996.
Mr. Stamps has over 25 years experience in private equity investing. Prior to
co-founding Summit Partners in 1984, Mr. Stamps was a General Partner at TA
Associates, a Senior Investment Manager at First Chicago Investment Corporation,
and an Associate with The Palmer Organization. He has served as a Director of
numerous private and public companies, including Boca Research, Inc. and
Pediatrix Medical Group, Inc. He is also a past Director of the National Venture
Capital Association. Mr. Stamps received B.S. and M.S. degrees in Industrial
Engineering from the Georgia Institute of Technology and an M.B.A. from Harvard
Business School.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the Company's year ended December 31, 1999, the Company's Board
of Directors held four formal meetings and took a number of other actions by
written consent. During 1999, no director attended fewer than 75% of the
aggregate of (i) the number of meetings of the Board of Directors held during
the period he served on the Board, and (ii) the number of meetings of committees
of the Board of Directors held during the period he served on such committees.
The only committees of the Board of Directors are the Audit Committee,
the Compensation Committee and the Acquisition Committees.
Mr. Roberts and Dr. Renschler are the current members of the Audit
Committee, which held one meeting during 1999. The duties and responsibilities
of the Audit Committee include (i) recommending to the Board of Directors the
appointment of the Company's independent public accountants and any termination
of engagement, (ii) reviewing the plan and scope of independent audits, (iii)
reviewing the Company's significant accounting policies and internal controls,
(iv) having general responsibility for all related auditing matters, and (v)
reporting its recommendations and findings to the full Board of Directors.
Messrs. Roberts and Stamps are the current members of the Compensation
Committee, which held four meetings during 1999 and took a number of other
actions by written consent. The Compensation Committee reviews and approves the
compensation of the Company's chief executive officer and administers the
Company's stock option plans.
Messrs. New and Roberts and Dr. Levin are the current members of the
Acquisition Committee which held three meetings during 1999 and took a number of
other actions by written consent. The Acquisition Committee is authorized to
review and approve acquisitions by the Company with a purchase price of less
than $15 million. The Acquisition Committee reviews and recommends acquisitions
of $15 million or more to the Board of Directors, for the Board's approval. The
Small Acquisition Committee, of which Mr. New is the sole member, is authorized
to review and approve acquisitions by the Company with a purchase price up to $3
million.
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<PAGE>
DIRECTOR COMPENSATION
The Company pays each director who is not an employee a $1,000 fee for
each meeting of the Board of Directors and $500 for each meeting of a committee
of the Board of Directors for those meetings attended in person by such
directors. In addition, each director who is not an employee of the Company is
eligible to receive options to purchase shares of Common Stock under the
Company's 1996 Director's Stock Option Plan, in connection with his initial
election to the Board of Directors (5,000 options upon initial election) and
discretionary grants of options to purchase additional shares from time to time
thereafter. The Company also reimburses all Directors for out-of-pocket expenses
incurred in connection with the rendering of services as a director.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate compensation paid or
earned during the prior three years to the Company's Chief Executive Officer and
each of the Company's four other most highly compensated executive officers
whose total annual salary and bonus was $100,000 or more for 1999 (the Chief
Executive Officer and such other executive officers are sometimes referred to
herein as the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
------------------------ ---------------
NUMBER OF
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) OPTIONS GRANTED
- ------------------------------------ ----------- ---------- --------- ----------------
<S> <C> <C> <C> <C>
James C. New 1999 350,000 190,000 50,000
Chairman of the Board, President and 1998 300,000 200,000 40,000
Chief Executive Officer 1997 275,000 166,375 - -
Alan Levin, M.D. 1999 270,636 84,700 20,000
Chief Operating Officer 1998 263,756 96,250 20,000
1997 250,096 37,187 - -
Robert P. Wynn 1999 170,291 72,000 20,000
Executive Vice President and 1998 159,140 86,225 20,000
Chief Financial Officer 1997 148,105 60,770 - -
Dennis M. Smith, Jr., M.D. (2) 1999 294,167 33,333 25,000
Senior Vice President and
Medical Director
Stephen V. Fuller 1999 135,572 60,100 15,000
Vice President, Human Resources 1998 114,318 50,163 15,000
1997 90,865 22,219 1,000
<FN>
- ----------
(1) The column for "Other Annual Compensation" has been omitted because there
is no compensation required to be reported in such column. The aggregate
amount of perquisites and other personal benefits provided to each Named
Executive Officer is less than the lesser of 10% of the total annual
salary and bonus of such officer or $50,000.
(2) Dr. Smith became the Senior Vice President and Medical Director on March
1, 1999.
</FN>
</TABLE>
10
<PAGE>
OPTION GRANTS TABLE
The following table sets forth certain information regarding options
granted to the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Number of Percent of Total Price Appreciation for Option Term
Securities Options Granted Exercise (2)
Underlying to Employees in Price Per Expiration ----------------------------------
Name Options Granted Year Share (1) Date 5% 10%
- ----------------- --------------- ---------------- --------- ---------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C>
James C. New 50,000 16.5% $7.63 4/08/09 $239,923 $608,013
Alan Levin, M.D. 20,000 6.6% $7.63 4/08/09 $ 95,969 $243,205
Robert P. Wynn 20,000 6.6% $7.63 4/08/09 $ 95,969 $243,205
Dennis M. Smith,
Jr., M.D. 25,000 8.2% $9.31 3/01/09 $146,375 $370,944
Stephen V. Fuller 15,000 4.9% $7.63 4/08/09 $ 71,977 $182,404
<FN>
- ------------------
(1) All options were granted under the Company's Amended and Restated 1996
Stock Option Plan at exercise prices equal to or greater than the fair
market value of the Common Stock on the date of the grant, and vest over
five years with a ten year term.
(2) These assumed annual rates of appreciation were used in compliance with
the rules of the Securities and Exchange Commission and are not intended
to forecast future price appreciation of the Common Stock.
</FN>
</TABLE>
OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUE TABLE
The following table sets forth information regarding exercise of
options during 1999 and the options held at December 31, 1999 by each of the
Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NUMBER OF AT YEAR END (#) AT 1999 YEAR END (1)
OPTIONS AMOUNT -------------------------- --------------------------
NAME EXERCISED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James C. New - - - - 296,009 154,002 $1,877,243 $497,209
Alan Levin, M.D. - - - - 18,400 50,400 - - $11,160
Robert P. Wynn - - - - 197,600 36,000 $1,370,301 $11,160
Dennis M. Smith, Jr.,
M.D. - - - - 2,000 33,000 - - - -
Stephen V. Fuller - - - - 7,000 34,800 - - $8,370
<FN>
- ----------------
(1) The indicated value of the options is a computation of the difference
between the applicable option exercise price and the closing market price
of the Common Stock as of December 31, 1999 ($8.19) multiplied by the
number of shares of Common Stock underlying such option.
</FN>
</TABLE>
11
<PAGE>
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. New effective
January 1, 1996, pursuant to which Mr. New is eligible to receive an annual
bonus up to 50% of his base salary upon attaining mutually agreed upon
objectives relating to the Company's performance, and a potential additional
amount of bonus for exceeding the objectives. For the year ended December 31,
1999, the Compensation Committee of the Board of Directors determined that Mr.
New exceeded his performance objectives for 1999 and awarded a bonus to Mr. New
that exceeded 50% of his base salary. Upon termination of his employment by the
Company for reasons other than disability, death or cause, Mr. New will receive
his base salary and benefits for a period of 12 months.
In addition, on November 1, 1999, the Company entered a Consulting and
Non-competition Agreement, providing for continuation of Mr. New's current
salary and benefits for an additional 12 month period in exchange for Mr. New's
agreement to provide certain consulting services, and to refrain from competing
with or soliciting personnel from the Company, during the agreement's (24-month)
term. This agreement becomes effective if either (a) Mr. New's employment with
the Company is terminated for a reason other than death, disability or voluntary
resignation prior to a change-in-control of the Company, or by the Company for
"cause", or (b) Mr. New voluntarily resigns following a change-in-control of the
Company. Upon effectiveness of this agreement, Mr. New's consulting fee would be
$100,000 and compensation for his restrictive covenant would be $250,000.
On August 12, 1999, the Company entered into Executive Retention
Agreements with certain executive officers of the Company, following approval of
such Agreements by the Company's Board of Directors. Each Agreement generally
provides that in the event of a "change in control" of the Company (as defined),
the Company will continue to employ the Officer under the Agreement for a period
of one year following the change in control, at a monthly salary (the "Base
Salary") equal to the highest monthly salary paid to the Officer during the
twelve months preceding the change in control. In addition, upon the occurrence
of a change in control, the Officer will receive a bonus equal to twelve times
the Base Salary, and at the end of the one-year employment period the Officer
will receive another bonus in the same amount. The Agreements provide for
various termination payments if employment is terminated prior to the end of the
one-year employment period.
In February 1996, the Company assumed Mr. Wynn's employment agreement
with American Laboratory Associates. The agreement, which was subsequently
amended, provides that Mr. Wynn may receive an annual bonus of up to 35% based
on his achievement of performance objectives determined by the Company. Upon
termination of his employment without cause, Mr. Wynn shall receive his base
salary for a period of 12 months. Mr. Wynn also entered into the same Executive
Retention Agreement as described above.
The Company entered into an employment agreement with Dr. Levin, in his
capacity as an affiliated physician, as of June 30, 1996 in connection with the
Company's acquisition of Derrick. Effective October 1, 1996, the Company entered
into an additional agreement with Dr. Levin pursuant to which Dr. Levin became
Chief Operating Officer of AmeriPath and amended his existing employment
agreement. These agreements provide for aggregate annual base salary of
$255,000. Upon termination by the Company other than for cause, Dr. Levin will
receive his annual salary for one year. Dr. Levin also entered into the same
Executive Retention Agreement as described above.
The Company entered into an employment agreement with Dr. Smith, in his
capacity as an affiliated physician, as of December 1, 1997 in connection with
the Company's acquisition of Laboratory Physicians, Jacksonville. Effective
March 1, 1999, the Company entered into an additional agreement
12
<PAGE>
with Dr. Smith pursuant to which Dr. Smith became Vice President and Medical
Director of AmeriPath and amended his existing employment agreement. These
agreements provide for an aggregate annual salary of $310,000. Upon termination
by the Company other than for cause, Dr. Smith will receive his annual salary
for one year.
The Company entered into an employment agreement with Mr. Fuller in his
capacity of Vice President, Human Resources in November 1996. The agreement
provides that Mr. Fuller is eligible to receive a bonus up to 25% of base
compensation for 1999 based upon attaining mutually agreed upon goals. The bonus
granted Mr. Fuller in 1999 included an additional discretionary bonus in excess
of the bonus provided for under his agreement. Upon termination of his
employment without cause, Mr. Fuller shall receive his base salary for a period
of 12 months.
In addition to their roles as executive officers and directors of the
Company, Drs. Levin and Smith are also employed by the Company as affiliated
physicians and have entered into separate employment agreements with the Company
that govern their relationship as affiliated physicians. Each such employment
agreement provides for a covenant not to compete during the affiliated
physician's employment and for a period of two years thereafter.
Each of the named executive officers holds options to purchase Common
Stock granted under the Company's Amended and Restated 1996 Stock Option Plan.
Such options generally may become fully exercisable upon: (i) a merger,
consolidation, reorganization, liquidation, or dissolution in which the Company
does not survive; (ii) a sale, lease, exchange or other disposition of all or
substantially all of the Company's property or other assets; (iii) certain
specified changes in control of the Company.
LONG-TERM INCENTIVE AND PENSION PLANS
The Company does not have any long-term incentive or pension plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
Since 1996, the Compensation Committee of the Board of Directors has
consisted of Messrs. Roberts and Stamps. All compensation decisions affecting
Mr. New were approved by the Compensation Committee and by the Company's Board
of Directors, except for Mr. New.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission, the
Company is required to provide a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting the
Company's executive officers (including the Named Executive Officers) during the
past fiscal year. The report of the Company's Compensation Committee is set
forth below.
The Compensation Committee is responsible for determining and making
recommendations to the Board of Directors concerning executive compensation,
including base salaries, bonuses and the basis for their awards, stock options
and other benefits.
The three principal components of the Company's executive compensation
are salary, bonus and stock options. These components are designed to facilitate
fulfillment of the compensation objectives of the Company's Board of Directors
and the Compensation Committee, which objectives include (i) attracting,
retaining and motivating qualified management, (ii) recognizing individual
initiative and
13
<PAGE>
achievement, (iii) rewarding management for short and long term accomplishments
and (iv) aligning management compensation with the achievement of the Company's
goals and performance.
It is the Compensation Committee's view that senior executives'
interests should complement those of the stockholders. Accordingly, consistent
with prior practice, it is anticipated that a substantial portion of senior
executive compensation above a base salary will be provided through bonuses tied
to certain indicators of Company performance and through the grant of stock
options, thus creating incentives for executives to achieve long term Company
objectives and increase stockholder value. Base salaries for new management
employees are determined initially by evaluating the responsibilities of the
position in question and the experience of the individual, and by reference to
the competitive marketplace for managerial talent, including a comparison of
base salaries for similar positions at comparable companies. Annual bonuses are
determined by evaluating the competitive marketplace, the performance of the
Company, the performance of the executive and the responsibilities assumed by
the executive.
The Compensation Committee has reviewed the Company's existing
management compensation arrangements and has consulted with the Chief Executive
Officer to evaluate the Company's current compensation programs, and believes
that they are consistent with the philosophy of the Compensation Committee.
Additionally, the Compensation Committee has made certain recommendations for
the present year regarding evaluation criteria in connection with the incentive
compensation to be awarded to the Company's senior management.
EXECUTIVE OFFICER COMPENSATION. The determination of 1999 executive
officer compensation by the Compensation Committee was made after a review and
consideration of a number of factors, including each executive's level of
responsibility and commitment, level of performance (with respect to specific
areas of responsibility and on an overall basis), past and present contribution
to and achievement of Company goals and performance, compensation levels at
comparable companies and historical compensation levels, and following
consultation with and recommendations from the Company's Chief Executive
Officer. In addition, the executive officers who are physicians that sold their
practices to the Company, have previously existing employment agreements that
designate a substantial portion of such officers' compensation. See "Employment
Agreements" above for a description of the Company's agreements with named
executive officers related to compensation.
CHIEF EXECUTIVE OFFICER COMPENSATION. The principal factors considered
by the Compensation Committee and the Board of Directors in determining the 1999
salary and bonus for James C. New, the Chief Executive Officer of the Company,
included the factors described in the preceding paragraph and an analysis of the
compensation of chief executive officers of comparable public companies similar
in size and capitalization to the Company, and it was the view of the Committee
that Mr. New's 1999 compensation was reasonable in comparison. Based on such
factors, Mr. New's base salary was increased from $300,000 to $350,000 for 1999,
and his 1999 bonus was awarded based upon his achievement of performance
objectives during 1999 that the Committee established early in the year,
including the Company's attainment of revenue, earnings-per-share, practice
acquisition and other goals. Based on Mr. New's and the Company's performance in
1999, Mr. New's base salary for 2000 was increased to $375,000.
Thomas S. Roberts
E. Roe Stamps, IV
As Members of the
Compensation Committee
14
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
the Company's Common Stock with the cumulative total stockholder return on the
Nasdaq Stock Market Index and the Nasdaq Health Services Index commencing on
October 22, 1997 (the first day the Common Stock began trading on the Nasdaq
Stock Market) through December 31, 1999. The closing price of the Company's
Common Stock used in the graph for October 22, 1997 was $19.75, the initial
public offering closing price. The graph assumes a $100 investment on October
22, 1997 in each of AmeriPath Common Stock, the Nasdaq Stock Market Index and
the Nasdaq Health Services Index.
[GRAPH OMITTED]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
------------------------------------------------------------------------------------
10/22/97 12/97 3/98 6/98 9/98 12/98 3/99 6/99 9/99 12/99
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AMERIPATH, INC. 100 86 93 60 75 45 46 44 42 41
NASDAQ STOCK MARKET (U.S.) 100 92 108 111 100 130 145 159 163 235
NASDAQ HEALTH SERVICES 100 87 95 87 66 74 66 82 61 61
</TABLE>
15
<PAGE>
CERTAIN TRANSACTIONS
Pursuant to the Company's acquisition of Derrick in 1996, Dr. Levin
received in exchange for his interest in Derrick a Subordinated Contingent Note
in the maximum principal amount of $584,615. The Company paid $127,328,
including interest, to Dr. Levin in 1999 with respect to the Contingent Note
based upon operating earnings achieved in 1998.
Pursuant to the Company's acquisition of Laboratory Physicians,
Jacksonville ("LPJ") in 1997, Dr. Smith received in exchange for his interest in
LPJ a Subordinated Contingent Note in the maximum principal amount of
$1,420,000. The Company paid $170,961, including interest, to Dr. Smith in 1999
with respect to the Contingent Note based upon operating earnings achieved in
1998.
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's outstanding shares of Common Stock, to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock. Such persons are required by
SEC regulation to furnish the Company with copies of all such reports that they
file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required to be filed, all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with during 1999.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP, independent public accountants,
served as the Company's independent public accountants for the year ended
December 31, 1999. The Board of Directors, on the recommendation of the
Company's Audit Committee, has selected Deloitte & Touche LLP as the Company's
independent public accountants for the year ending December 31, 2000. One or
more representatives of Deloitte & Touche LLP, who are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions
from stockholders.
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote proxies as in
their discretion they may deem appropriate, unless they are directed by a proxy
to do otherwise.
16
<PAGE>
INFORMATION CONCERNING STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a stockholder intending to present a proposal to be included in the
Company's proxy statement for the Company's Annual Meeting of Stockholders to be
held in 2001 must deliver a proposal in writing to the Company's principal
executive offices no later December 1, 2000. Such proposals also will need to
comply with Securities and Exchange Commission regulations regarding the
inclusion of stockholder proposals in company sponsored proxy materials.
In addition, in order for a stockholder's proposal or director
nomination to be raised from the floor during next year's annual meeting,
written notice must be received by the Company after October 31, 2000 but no
later than December 1, 2000 and must contain all such information as required
under the Company's Bylaws. A copy of such Bylaw requirements for stockholder
proposals and nominations is available upon request from the Company's Investor
Relations Department, 7289 Garden Road, Suite 200, Riviera Beach, Florida,
33404.
By Order of the Board of Directors,
JAMES C. NEW
Chairman of the Board, President and
Chief Executive Officer
Riviera Beach, Florida
April 3, 2000
17
<PAGE>
AMERIPATH, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, a stockholder of AMERIPATH, INC., a Delaware
corporation (the "Company"), hereby appoints James C. New and Robert P. Wynn,
and each of them, as proxies for the undersigned, each with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
on the reverse side, all of the shares of common stock of the Company that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on May 4, 2000 at 11:00 a.m., local time, and at any
adjournments or past postponements thereof.
(COMPLETE AND SIGN ON REVERSE SIDE)
<PAGE>
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
The Board of Directors unanimously recommends a vote FOR each proposal
below.
1. ELECTION OF DIRECTORS
[ ] VOTE FOR all nominees listed, except [ ] WITHHOLD AUTHORITY TO VOTE
as marked to the contrary below (if any) for all nominees
NOMINEES: ALAN LEVIN, M.D.
C. ARNOLD RENSCHLER, M.D.
INSTRUCTION: To withhold authority to vote for any nominee(s), write that
nominee's name in the space provided below:
_________________________________________________________________________
2. Ratify the reappointment of Deloitte & Touche LLP as the Company's
independent public accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Upon such other matters as may properly come before the Annual Meeting or any
adjournments or postponements thereof. In their direction, the proxies are
authorized to vote in their discretion upon such other business as may
properly come before the Annual Meeting and any adjournments or postponements
thereof.
THIS 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" THE ELECTION OF ALL DIRECTOR NOMINEES IN PROPOSAL 1 AT LEFT AND
"FOR" APPROVAL OF PROPOSAL 2.
The undersigned hereby acknowledges receipt of (1) the Notice of Annual Meeting
and Proxy Statement for the 2000 Annual Meeting and (2) the Company's 1999
Annual Report to Stockholders.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY USING THE ENVELOPE PROVIDED. NO
POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.
(Signature)_______________________ (Signature if held jointly)__________________
Dated:_________________ 2000
IMPORTANT: Please sign 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 give
full title as such. When shares are held by joint tenants, both should
sign. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
