<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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
Medical Resources Management, 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 Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
YOUR VOTE IS IMPORTANT
MEDICAL RESOURCES MANAGEMENT, INC.
PROXY STATEMENT
[LOGO]
1999 NOTICE OF ANNUAL MEETING
<PAGE>
MEDICAL RESOURCES MANAGEMENT, INC.
NOTICE OF ANNUAL MEETING
Dear Medical Resources Management Shareholder:
On Tuesday, May 11, 1999, Medical Resources Management, Inc. ("MRM") will
hold its Annual Meeting of Shareholders at its executive offices at 932 Grand
Central Avenue, Glendale, California. The meeting will begin at 10:00 a.m.
Only shareholders who owned stock at the close of business on March 26, 1999
can vote at this meeting or any adjournments that may take place. At the
meeting we will:
1. Elect a Board of Directors;
2. Approve the appointment of our independent auditors for 1999; and
3. Attend to other business properly presented at the meeting.
Your Board of Directors recommends that you vote in favor of the two
proposals outlined in this proxy statement.
At the meeting, we will also report on MRM's 1998 business results and other
matters of interest to shareholders.
The approximate date of mailing for this proxy statement and sheet(s) and the
1998 Annual Report included herewith is March 31, 1999.
We hope that you like the new format of our Proxy Statement. We welcome your
comments.
By order of the Board of Directors
Michael Fewer
Secretary
March 31, 1999
Glendale, California
<PAGE>
QUESTIONS AND ANSWERS
- -------------------------------------------------------------------------------
1. Q. WHAT MAY I VOTE ON?
A. (1) The election of nominees to serve on our Board of Directors; AND
(2) The approval of the appointment of our independent auditors for
1999.
- -------------------------------------------------------------------------------
2. Q. HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
A. The Board recommends a vote FOR each of the nominees and FOR the
appointment of Ernst & Young LLP as independent auditors for 1999.
- -------------------------------------------------------------------------------
3. Q. WHO IS ENTITLED TO VOTE?
A. Shareholders as of the close of business on March 26, 1999 (the Record
Date) are entitled to vote at the Annual Meeting.
- -------------------------------------------------------------------------------
4. Q. HOW DO I VOTE?
A. Sign and date each proxy sheet you receive and return it in the
prepaid envelope. If you return your signed proxy sheet but do not
mark the boxes showing how you wish to vote, your shares will be voted
FOR the two proposals. You have the right to revoke your proxy at any
time before the meeting by:
(1) notifying MRM's Corporate Secretary;
(2) voting in person at the meeting; OR
(3) returning a later-dated proxy sheet.
- -------------------------------------------------------------------------------
5. Q. WHO WILL COUNT THE VOTE?
A. Representatives of Atlas Stock Transfer, our transfer agent, will
count the votes and our Corporate Secretary will act as the inspector
of the election.
- -------------------------------------------------------------------------------
6. Q. IS MY VOTE CONFIDENTIAL?
A. Proxy sheets, ballots and voting tabulations that identify individual
shareholders are mailed or returned directly to Atlas Stock Transfer,
and handled in a manner that protects your voting privacy. Your vote
will not be disclosed except:
(1) as needed to permit Atlas Stock Transfer to tabulate and certify
the vote;
(2) as required by law; or
(3) in limited circumstances such as a proxy contest in opposition to
the Board.
Additionally, all comments written on the proxy sheet or elsewhere
will be forwarded to management, but your identity will be kept
confidential unless you ask that your name be disclosed.
- -------------------------------------------------------------------------------
7. Q. WHAT SHARES ARE INCLUDED IN THE PROXY SHEET(S)?
A. The shares on your proxy sheet(s) represent ALL of your shares. If you
do not return your proxy sheet(s), your shares will not be voted.
- -------------------------------------------------------------------------------
1
<PAGE>
8. Q. WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY SHEET?
A. If your shares are registered differently and are in more than one
account, you will receive more than one proxy sheet. Sign and return
all proxy sheets to ensure that all of your shares are voted. We
encourage you to have all accounts registered in the same name and
address (whenever possible).
- -------------------------------------------------------------------------------
9. Q. HOW MANY SHARES CAN VOTE?
A. As of the Record Date, March 26, 1999, there are 7,385,927 shares of
common stock issued and outstanding. Every shareholder of common stock
is entitled to one vote for each share held.
- -------------------------------------------------------------------------------
10. Q. WHAT IS A "QUORUM"?
A. A "quorum" is a majority of the outstanding shares. They may be
present at the meeting or represented by proxy. There must be a quorum
for the meeting to be held, and a proposal must receive more than 50%
of the shares voting at the meeting to be adopted. If you submit a
properly executed proxy sheet, even if you abstain from voting, then
your shares will be considered part of the quorum. However,
abstentions are not counted in the tally of votes FOR or AGAINST a
proposal. A WITHELD vote is the same as an abstention.
- -------------------------------------------------------------------------------
11. Q. WHO CAN ATTEND THE ANNUAL MEETING?
A. All shareholders as of March 26, 1999 can attend.
- -------------------------------------------------------------------------------
12. Q. HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
A. Although we do not know of any business to be considered at the 1999
Annual Meeting other than the proposals described in this proxy
statement, if any other business is presented at the Annual Meeting,
your signed proxy sheet gives authority to Allen H. Bonnifield, MRM's
Chairman and CEO, and to Gregory A. Bonnifield, one of MRM's
directors, to vote on such matters at their discretion.
- -------------------------------------------------------------------------------
13. Q. WHO ARE THE LARGEST PRINCIPAL SHAREHOLDERS?
A. As of February 26, 1999, MRM's Chairman and CEO, Allen H. Bonnifield
owned 2,161,992 shares of common stock or 29.3%. In addition, the PRI
Stock Account Trust (of which Susan Bonnifield, the ex-wife of Allen
Bonnifield, is the beneficiary) owned 2,171,109 shares of common stock
or 29.4%. No other shareholder owned more than 5% of MRM's common
stock.
- -------------------------------------------------------------------------------
2
<PAGE>
14. Q. WHEN ARE THE SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING DUE?
A. All shareholder proposals to be considered for inclusion in next
year's proxy statement must be submitted in writing to: Michael Fewer,
Corporate Secretary, Medical Resources Management, Inc., 932 Grand
Central Ave., Glendale, CA 91201 by November 16, 1999.
- -------------------------------------------------------------------------------
15. Q. HOW MUCH DID THIS PROXY SOLICITATION COST?
A. Atlas Stock Transfer was hired to assist in the distribution of proxy
materials for estimated out-of-pocket expenses of less than $1,000.
The total estimated costs of the proxy solicitation will be less than
$5,000. We also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses
for forwarding proxy and solicitation materials to shareholders.
- -------------------------------------------------------------------------------
3
<PAGE>
1. ELECTION OF DIRECTORS
There are four nominees for election this year. Detailed information on
each is provided on page 5 herein. All directors are elected annually, and
serve a one-year term until the next Annual Meeting. If any director is
unable to stand for re-election, the Board may reduce its size or designate
a substitute. If a substitute is designated, proxies voting on the original
director candidate will be cast for the substituted candidate.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE DIRECTORS.
2. APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
The Audit Committee has recommended, and the Board has approved, the
appointment of Ernst & Young LLP ("Ernst & Young") as our independent
auditors for 1999 subject to your approval. Ernst & Young has served as our
independent auditors since 1997. They have unrestricted access to the Audit
Committee to discuss audit findings and other financial matters. A
representative of Ernst & Young will attend the Annual Meeting to answer
appropriate questions. The representative may also make a statement.
Audit services provided by Ernst & Young during 1998 included an audit of
MRM's consolidated financial statements, reviews of the separate financial
statements of certain Company affiliates and a review of MRM's Annual
Report and certain other filings with the SEC and certain other
governmental agencies. In addition, Ernst & Young provided various
non-audit services to MRM during 1998.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF ERNST &
YOUNG'S APPOINTMENT AS INDEPENDENT AUDITORS FOR 1999.
Abstentions or votes withheld on any of the proposals will be treated as present
at the meeting for purposes of determining a quorum, but will not be counted as
votes cast.
4
<PAGE>
NOMINEES FOR THE BOARD OF DIRECTORS
The following are the nominees for election as directors:
<TABLE>
<CAPTION>
Name Age Position
- --------------------- ----- ---------------------------------
<S> <C> <C>
Allen H. Bonnifield 66 Chairman of the Board, President,
Chief Executive Officer and Chief Financial Officer
Gregory A. Bonnifield 35 Director and President of Physiologic
Reps, Inc.
Stephen D. Coughlin 51 Director and President of Pulse
Medical Products, Inc.
Robert Stuckelman 67 Director
</TABLE>
ALLEN H. BONNIFIELD. Mr. Bonnifield is our founder. He has been in the
medical equipment field for twenty-nine years. Mr. Bonnifield entered the
medical industry in 1968, selling patient monitoring systems to hospitals in
Southern California for a major manufacturer. He founded the Company in 1973.
Mr. Bonnifield attended schools in Stockton, California and pursued
undergraduate studies in engineering at U.C. Berkeley. He has been our
President, CEO and Chairman of the Board since our inception, and has served
as Chief Financial Officer since January 1999.
GREGORY A. BONNIFIELD. Mr. Bonnifield attended Delta College, majoring in
business administration and communications. He has also attended and been
awarded training certificates in laser safety in nursing and physician
education courses in gynecology, urology, dermatology, orthopedics involving
surgical laser procedures. He was appointed to our Board of Directors in
1996, and has served as President of our largest subsidiary, Physiologic Reps
Inc. ("PRI") since December 1997. Prior to joining the Company, Mr.
Bonnifield was the founder and owner of a sales and service company in
Stockton, California. He is the son of Allen Bonnifield.
STEPHEN D. COUGHLIN. Mr. Coughlin was appointed our Board in March 1997, when
we acquired Pulse Medical Products, Inc. ("Pulse"). Mr. Coughlin was the
owner and founder of Pulse, a Boise, Idaho medical services company that
commenced operations in 1991 and currently serves as its President.
Previously, he served as Regional Manager for Medirec, a health care services
firm.
ROBERT STUCKELMAN. Mr. Stuckelman was appointed to our Board in July 1996. He
founded and served as President of CompuMed, Inc., from 1973 to 1982 and from
1989 to 1994. He has been a director of CompuMed since its inception to the
present. From 1982 to 1989 and from 1994 until the present he has been a
business consultant to small companies and large corporations. He holds an
MSEE from USC and a BEE from Cornell University.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation during
the last three fiscal years of our Chief Executive Officer and each executive
officer whose salary and bonus exceeded $100,000. No other executive officers
had an annual salary and bonus, if any, which exceeded $100,000 for services in
all capacities to us during the last fiscal year.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards
Name and ----------------------- ------
Principal Positions Year Salary Bonus Securities Underlying Options
- ------------------- ---- ------ ----- -----------------------------
<S> <C> <C> <C> <C>
Allen H. Bonnifield 1998 $130,000 -- 6,700
Chairman of the Board 1997 130,000 -- --
President, Chief 1996 127,222 -- --
Executive Officer
and Chief Financial
Officer
Gregory Bonnifield 1998 $104,544 -- 233,400
President of Physiologic
Reps, Inc. and Director
</TABLE>
STOCK OPTIONS
STOCK INCENTIVE PLAN
On September 11, 1996, our Board of Directors approved a 1996 Stock Incentive
Plan (the "1996 Plan"), which was approved by our shareholders at the Annual
Meeting held on August 12, 1997. The purpose of the 1996 Plan is to enable us to
recruit and retain selected officers and other employees by providing equity
participation in our Common Stock to such individuals. Under the 1996 Plan,
regular salaried employees, including directors, who are full time employees,
may be granted options exercisable at not less than 100 percent of the fair
value of the shares at the date of grant. The exercise price of any option
granted to an optionee who owns stock possessing more than ten percent of the
voting power of all classes of our stock must be 110 percent of the fair market
value of the Common Stock on the date of grant, and the duration may not exceed
five years. Prior to the existence of any public market for our shares, the fair
market value had been determined from time to time by the Board of Directors.
Options generally become exercisable at a rate of 33 percent of the shares
subject to option one year after grant. The duration of options may not
exceed ten years. Options under the Plan are nonassignable, except in the
case of death and may be exercised only while the optionee is employed by us,
or in certain cases, within a specified period after termination of
employment (within three months) or death (within twelve months). The
purchase price and number of shares that may be purchased upon exercise of
options are subject to adjustment in certain cases, including stock splits,
recapitalizations and reorganizations. The number of options granted and to
whom, are determined by the Board of Directors with the recommendation of the
Stock Option Committee, at their discretion. Under the 1996 Plan, there are
1,500,000 shares available for grant. As of October 31, 1998, there were
579,250 qualified options granted and outstanding under the 1996 Plan.
6
<PAGE>
In October 1998, the Board of Directors adopted a resolution under which
employees with existing options had the choice to surrender all or part of
such options and receive newly issued options. In general, we agreed to issue
two new options for each three options surrendered by an employee, and
employees who chose to surrender existing options lost any vesting they
previously had with respect to the options surrendered. In connection with
this plan, employees surrendered a total of 1,084,000 options (generally at
an exercise price of $1.50 per share) and received a total of 724,050 newly
issued options at an exercise price of $0.25 per share, which was the fair
market price on the day of the grant of the newly issued options.
OTHER STOCK OPTIONS
In conjunction with the July 31, 1996 reorganization between MRM and PRI, in
exchange for options previously granted to purchase shares of PRI, two
officers received 81,804 options to purchase our Common Stock at an exercise
price of $.50 per share. Additionally, on June 30, 1997, we issued
non-qualified stock options to certain officers to purchase an aggregate of
315,000 shares of Common Stock at an exercise price of $1.50 per share, which
price was at fair market value at the time of grant. These 315,000 options
were forfeited by the officers on October 26, 1998 in connection with the
offer made by the Board of Directors discussed above. Accordingly, the
officers received new non-qualified options to purchase an aggregate of
210,000 shares of Common Stock at an exercise price of $0.25 per share, which
was the fair market value on the day of the grant.
We also issued non-qualified stock options to Robert Stuckelman, a
non-employee director, on June 30, 1997, to purchase 10,000 shares of Common
Stock at an exercise price of $1.50 per share. Mr. Stuckelman chose to
forfeit these options on October 26, 1998 in connection with the offer made
by the Board of Directors discussed above. As a result, he received new
non-qualified options to purchase 6,700 shares of Common Stock at an exercise
price of $0.25 per share.
All of the non-qualified options generally have the same restrictions, except
for vesting provisions, as options granted under the 1996 Stock Incentive
Plan. As of October 31, 1998, there were 298,604 non-qualified options
granted and outstanding.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
QUALIFIED STOCK OPTIONS - EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Number of Average Exercise Expiration
Name Options (1) Price (2) Date
------------------- ------------- -------------------- ----------
<S> <C> <C> <C>
Allen H. Bonnifield 6,700 $0.375 10/03
Gregory A. Bonnifield 120,000 $0.25 10/08
Michael Fewer 120,000 $0.25 10/08
All executive officers
as a group (3 persons) 246,700 $0.25
</TABLE>
NON-QUALIFIED STOCK OPTIONS - EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Number of Average Exercise Expiration
Name Options (3) Price (2) Date
------------------- ------------- -------------------- --------------
<S> <C> <C> <C>
Gregory A. Bonnifield 161,520 $0.32 1/06 to 10/08
Michael Fewer 130,384 $0.31 1/06 to 10/08
</TABLE>
- ---------------
(1) Options vest at the rate of 33% per year, with the first installment
vesting at the end of one year from the date of grant.
(2) The exercise price is 100% of the closing market price as reported on the
over-the-counter market on the date of grant.
(3) Options vest immediately upon grant.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------
Value of Unexercised
Shares Number of Unexercised In-the-money Options at
Acquired on Value Options at Fiscal Year End Fiscal Year End (1)
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Allen H. Bonnifield - - 0 / 6,700 - / -
Gregory Bonnifield - - 161,520 / 120,000 - / -
Robert Stuckelman - - 0 / 6,700 - / -
Michael Fewer - - 130,384 / 120,000 - / -
- -------------
</TABLE>
(1) Based upon the closing market price of our Common Stock as reported on the
over-the-counter market on October 31, 1998 minus the respective option
exercise prices.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 31, 1997, in connection with a private placement, we issued 86,400
Units to Allen Bonnifield, our Chairman of the Board, President and CEO, in
exchange for a cancellation of our indebtedness owed to him in the amount of
$108,000. Each Unit consisted of one share of Common Stock, one Class A
warrant to purchase one share of Common Stock at a price of $2.50 per share,
and one Class B warrant to purchase one share of Common Stock at a price of
$4.00 per share. On April 24, 1997, we issued 116,440 Units in the
above-mentioned private placement to Susan Bonnifield, the wife of Allen
Bonnifield, in exchange for a cancellation of our indebtedness owed to her in
the amount of $145,550. In both of these transactions, the Units were
exchanged at a rate of one Unit for each $1.25 of indebtedness forgiven. In
addition, in January 1997, Mr. Bonnifield purchased 16,000 Units in the
above-mentioned private placement at a price of $1.25 per unit, or an
aggregate of $20,000.
Robert Stuckelman, a member of our Board of Directors, received $44,000 and
$48,000 from us in the form of consulting fees during the fiscal years ended
October 31, 1998 and 1997, respectively, as a result of having provided
business and marketing consulting services to us in connection with prior
acquisitions and certain other matters, and we may continue to retain Mr.
Stuckelman to render such business and marketing consulting services to us in
the future. We believe that the terms of the consulting services provided
were no less favorable than those that could have been obtained in a
comparable transactions with an unrelated party. In addition, in January
1997, Mr. Stuckelman purchased 7,500 Units in the above-mentioned private
placement at a price of $1.25 per Unit, or an aggregate of $9,375.
In January 1997, Gregory Bonnifield, one of our officers and directors, and
Michael Fewer, another of our officers, each purchased 7,500 Units in the
above-mentioned private placement at a price of $1.25 per unit, or an
aggregate of $9,375.
8
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning ownership of our Common
Stock as of March 26, 1999 by: (a) each of our directors; (b) each person known
to us to be the beneficial owner of more than five percent of our Common Stock;
(c) each person named in the Summary Compensation Table; and (d) all of our
executive officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Shares Beneficially Owned(1) Percent of Class
- ------------------------------------ ---------------------------- ----------------
<S> <C> <C>
Allen H. Bonnifield(2)(3)(6) 2,382,792 29.03
Gregory A. Bonnifield(2)(3)(7) 345,278 4.21
Stephen D. Coughlin(4)(8) 300,800 3.66
Robert Stuckelman(2)(9) 126,718 1.54
Michael Fewer(2)(3)(10) 167,378 2.04
P.R.I. Stock Account Trust(5) 2,403,989 28.97
All Officers and Directors
as a group (5 in number)(12) 3,450,156 41.63
- --------------------------------
</TABLE>
(1) Except as indicated in other footnotes, no effect has been given to the
possible issuance of up to 1,131,080 shares issuable upon the exercise of
outstanding warrants and 877,854 shares issuable upon the exercise of
outstanding options.
(2) The address of each of these persons is 932 Grand Central Avenue, Glendale,
California 91201.
(3) Includes shares beneficially owned through the PRI Employee Stock Ownership
Trust.
(4) The address of this individual is 5449 Kendall Street, Boise, Idaho 83706.
(5) The address of the beneficial owner is 3706 Fourteen Mile Drive, Stockton,
California 95219. Susan Bonnifield is the beneficiary of the trust. Ms.
Bonnifield is the ex-wife of Allen H. Bonnifield and the mother of Gregory
A. Bonnifield. Both Allen and Gregory Bonnifield disclaim any beneficial
interest in these shares.
(6) Includes 2,063,182 shares held in two trusts, each of which Mr. Bonnifield
is the beneficiary. Includes 220,800 shares subject to warrants that may be
acquired within 60 days of March 26, 1999.
(7) Includes 15,000 shares subject to warrants and 161,250 shares subject to
options that may be acquired within 60 days of March 26, 1999.
(8) Includes 27,200 shares subject to warrants that may be acquired within 60
days of March 26, 1999.
(9) Includes 15,000 shares subject to warrants and 6,700 shares subject to
options that may be acquired within 60 days of March 26, 1999.
(10) Includes 130,384 shares subject to options that may be acquired within 60
days of March 26, 1999.
(11) Includes 293,000 shares subject to warrants and 298,604 shares subject
to options owned by five officers and directors that may be acquired
within 60 days of March 26, 1999.
9
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We believe that during 1998, all SEC filings of our officers, directors and
ten percent shareholders complied with the requirements of Section 16 of the
Securities Exchange Act, based on a review of forms filed, or written notice
that no annual forms were required.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR PROXY SHEET IN THE
ENVELOPE PROVIDED AS SOON AS POSSIBLE. THANK YOU.
By order of the Board of Directors
Michael Fewer
Secretary
March 31, 1999
SHAREHOLDERS ARE URGED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.
10
<PAGE>
PROXY MEDICAL RESOURCES MANAGEMENT, INC. PROXY
----------------------------------
The undersigned hereby appoints Allen H. Bonnifield and Gregory A.
Bonnifield, or either of them, with power of substitution, as proxies, to
appear and vote, as designated below, all the shares of Common Stock of
Medical Resources Management, Inc., held of record by the undersigned on
March 26, 1999, at the Annual Meeting of Shareholders to be held on May 11,
1999, and any adjournments or postponements thereof.
1. The election of four directors nominated by the Board of Directors:
____FOR ALL NOMINEES ____WITHOLD AUTHORITY
(for all nominees)
[To withold authority to vote for an individual nominee, strike through his/her
name below.]
Allen H. Bonnifield, Gregory A. Bonnifield, Robert Stuckelman and
Stephen D. Coughlin
2. Ratification of the appointment of Ernst & Young LLP as the Company's
independent accountants for the 1999 fiscal year:
____FOR ____AGAINST ____ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED.
IF NO DIRECTION IS INDICATED, THE PROXY WILL BE VOTED "FOR" EACH
OF THE ABOVE PROPOSALS.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, dated March 31, 1999, and hereby revokes any
Proxy heretofore given or executed by him/her with respect to the shares
represented by this Proxy.
Please sign exactly as name appears. Joint owners should each sign.
Trustees and others acting in a representative capacity should indicate in
which capacity they sign.
_______________________________ ___________________________
(Signature) (Signature)
_______________________________ ___________________________
(Please Print Name) (Please Print Name)
Dated: _________________, 1999
THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS. WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE AND RETURN THIS
PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
