<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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
</TABLE>
The Wackenhut Corporation
- --------------------------------------------------------------------------------
(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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
/X/ 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> 2
[WACKENHUT LOGO]
EXECUTIVE OFFICES
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410-4243
Telephone: (561) 622-5656
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ON MAY 23, 1996
To the Shareholders:
A Special Meeting of the holders of the Series A Common Stock and the Series B
Common Stock of The Wackenhut Corporation will be held on May 23, 1996 at 9:00
A.M. at PGA National Resort & Spa, 400 Avenue of the Champions, Palm Beach
Gardens, Florida, for the following purposes:
(1) to approve a proposal to amend Article III of the Company's Articles of
Incorporation to increase the number of authorized shares of the
Company's Common Stock from 20,000,000 shares, par value $.10 per
share, to 50,000,000 shares, par value $.10 per share, with 3,858,885
shares designated as Series A Common Stock and 46,141,115 shares
designated as Series B Common Stock;
(2) to approve a proposal to amend Article III of the Company's Articles of
Incorporation to confirm that one class or series of the Company's
capital stock may be issued (by action of the Board of Directors
without the necessity of further shareholder action) through a share
dividend or a stock split on shares of another class or series of the
Company's capital stock;
(3) to approve a proposal to ratify, confirm and approve prior issuances by
the Company of shares of one series of the Company's Common Stock to
holders of another series of the Company's Common Stock, through a
share dividend, a stock split, or otherwise; and
(4) to act upon such other matters incidental to the conduct of the Special
Meeting as may properly come before the Special Meeting or any
adjournments thereof.
Only shareholders of record at the close of business on May 10, 1996, the record
date fixed by the Board of Directors, are entitled to vote at the Special
Meeting and any adjournments thereof.
ALL HOLDERS OF SERIES A COMMON STOCK AND SERIES B COMMON STOCK ARE URGED TO
ATTEND THE MEETING IN PERSON OR TO VOTE BY PROXY.
You are requested to promptly sign and mail the enclosed proxy, which is being
solicited on behalf of the Board of Directors, regardless of whether you expect
to be present at the Special Meeting. A postage prepaid return envelope is
enclosed for this purpose. If you attend the meeting in person, you may, if you
wish, revoke your proxy and vote in person.
By order of the Board of Directors.
James P. Rowan
Vice President, General Counsel
and Assistant Secretary
May 13, 1996
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PROXY STATEMENT
May 13, 1996
The Wackenhut Corporation
Executive Offices
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410-4243
Telephone: (561) 622-5656
This Proxy Statement and the accompanying proxy card are being furnished in
connection with the solicitation of proxies by the Board of Directors of The
Wackenhut Corporation for the Special Meeting of the Shareholders of the Company
to be held on May 23, 1996 at 9:00 A.M., at PGA National Resort & Spa, 400
Avenue of the Champions, Palm Beach Gardens, Florida, and all adjournments
thereof. Shares represented by proxies properly executed and returned, unless
previously revoked, will be voted at the Special Meeting in accordance with the
instructions thereon. If a proxy is signed and returned without indicating any
voting instructions, the shares represented by the proxy will be voted FOR the
proposals listed on the Notice of Special Meeting and this Proxy Statement. If
any other matters should be presented at the Special Meeting upon which a vote
may properly be taken, the shares represented by proxies at the meeting will be
voted thereon in the discretion of the person or persons voting such proxies.
The Company knows of no specific matter to be brought before the Special Meeting
that is not referred to in the Notice of Special Meeting and this Proxy
Statement.
Holders of shares of the Company's Series A Common Stock and the Series B Common
Stock of record as of the close of business on May 10, 1996, the record date
fixed by the Board of Directors, are entitled to notice of the Special Meeting,
at which such holders will be entitled to one vote for each share of Common
Stock standing in their name on the books of the Company. The holders of the
Series A Common Stock and Series B Common Stock of record as of the close of
business on May 10, 1996 will be entitled to vote on the following matters, with
each series voting separately:
(1) to approve a proposal to amend Article III of the Company's Articles of
Incorporation to increase the number of authorized shares of the
Company's Common Stock from 20,000,000 shares, par value $.10 per
share, to 50,000,000 shares, par value $.10 per share, with 3,858,885
shares designated as Series A Common Stock and 46,141,115 shares
designated as Series B Common Stock;
(2) to approve a proposal to amend Article III of the Company's Articles of
Incorporation to confirm that one class or series of the Company's
capital stock may be issued (by action of the Board of Directors
without the necessity of further shareholder action) through a share
dividend or a stock split on shares of another class or series of the
Company's capital stock;
<PAGE> 4
(3) to approve a proposal to ratify, confirm and approve prior issuances by
the Company of shares of one series of the Company's Common Stock to
holders of another series of the Company's Common Stock, through a
share dividend, a stock split, or otherwise; and
(4) to act upon such other matters incidental to the conduct of the Special
Meeting as may properly come before the Special Meeting or any
adjournments thereof.
On May 10, 1996, 3,858,885 shares of Series A Common Stock and 8,317,262 shares
of Series B Common Stock were issued and outstanding. The presence, in person or
by proxy, of a majority of the outstanding shares of each of the Series A Common
Stock and the Series B Common Stock shall constitute a quorum for the
transaction of business at the Special Meeting. The affirmative vote of the
holders of a majority of each of the Series A Common Stock and the Series B
Common Stock, each voting separately as a series, represented in person or by
proxy and entitled to vote at the Special Meeting, is necessary for the approval
of the proposals specifically set forth in the Notice of a Special Meeting and
this Proxy Statement and, except as otherwise required by law or by the
Company's Articles of Incorporation, to transact such other business incidental
to the conduct of the Special Meeting as may properly come before the Special
Meeting or any adjournments thereof. In the event of an abstention or a broker
non-vote with respect to any proposal coming before the Special Meeting, the
proxy will be counted as present for purposes of determining the existence of a
quorum but will not be deemed as present and entitled to vote and, therefore,
will have the same effect as a vote against the proposal.
For your information, George R. Wackenhut, the Chairman of the Board and the
Chief Executive Officer of the Company, who beneficially owns more than 50% of
the issued and outstanding shares of Series A Common Stock and approximately
49.4% of the issued and outstanding Series B Common Stock, has indicated that he
intends to vote FOR each of the proposals referenced above. As a result,
approval of the proposals by the holders of the Series A Common Stock is assured
and approval of the proposals by the holders of the Series B Common Stock will
occur if the holders of approximately 53,500 additional shares of Series B
Common Stock vote in favor of each of the proposals.
Any person giving a proxy has the power to revoke it, at any time before it is
voted, by written notice to the Company or attending the meeting and voting the
shares.
The cost of the preparation, assembly and mailing of this Proxy Statement will
be borne by the Company. This Proxy Statement and the accompanying form of proxy
are first being mailed on or about May 13, 1996 to holders of Series A Common
Stock and Series B Common Stock of record as of the close of business on May 10,
1996.
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<PAGE> 5
SECURITY OWNERSHIP
The following table shows the number of shares of the Company's Series A Common
Stock and Series B Common Stock that were beneficially owned as of May 2, 1996
by each director, by each named executive officer, by all directors and
executive officers as a group, and by each person or group who was known by the
Company to beneficially own more than 5% of the Company's outstanding Series A
Common Stock or Series B Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
---------------------------------------------------------
SERIES A SERIES B
--------------------------- ---------------------------
AMOUNT AND NATURE PERCENT AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF OF BENEFICIAL OF
BENEFICIAL OWNER(1) OWNERSHIP(2) CLASS OWNERSHIP(2) CLASS
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<S> <C> <C> <C> <C>
DIRECTORS
Julius W. Becton, Jr...................... -- -- 4,656 (*)
Richard G. Capen, Jr...................... -- -- 4,812(3) (*)
Anne N. Foreman........................... 200 * 4,862 (*)
Edward L. Hennessy, Jr.................... 200 * 4,862 (*)
Paul X. Kelley............................ 1,000(3) * 6,937(3) (*)
Nancy Clark Reynolds...................... 1,400 * 5,912 (*)
Thomas P. Stafford........................ 300 * 4,887 (*)
George R. Wackenhut....................... 1,929,606(4) 50.00% 4,182,571(4)(6) 46.2%
Richard R. Wackenhut...................... 65(5) * 71,457(5)(6) (*)
EXECUTIVE OFFICERS
Alan B. Bernstein......................... 500 * 55,465(6) (*)
Timothy P. Cole........................... 500 * 55,428(6) (*)
George C. Zoley(7)........................ -- * 20,000(6) (*)
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP................................... 1,933,771 50.11% 4,421,849 48.9%
OTHER
Wellington Management Company(8).......... 258,400 6.70%
</TABLE>
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(*) Beneficially owns less than 1%.
(1) Unless stated otherwise, the address of the beneficial owners is 4200
Wackenhut Drive #100, Palm Beach Gardens, Florida.
(2) Information concerning beneficial ownership was furnished by the
persons named in the table or derived from documents filed with the
Securities and Exchange Commission. Except as otherwise indicated
below, each person named in the table has sole voting and investment
power with respect to the shares beneficially owned. Each person
reported as the beneficial owner of stock owned of record by, or in
joint tenancy with, another person, has only shared voting and
investment power over the stock.
(3) All shares held jointly with his wife.
(4) George R. Wackenhut and Ruth J. Wackenhut, his wife and Secretary of
the Company, through trusts over which they have sole dispositive and
voting power, control 50.004% of the issued and outstanding Series A
Common Stock of the Company and approximately 49.4% of the issued and
outstanding shares of Series B Common Stock.
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<PAGE> 6
(5) Includes 65 shares of Series A Common Stock and 137 shares of Series B
Common Stock held in trust for his daughter, Jennifer A. Wackenhut,
under the Florida Gifts to Minors Act and the balance held in his own
name.
(6) Includes shares of Series B Common Stock over which the Executive
Officers have unexercised options. Of the issued and outstanding shares
of Series B Common Stock, George R. Wackenhut beneficially owns
approximately 49.4%.
(7) George C. Zoley is not an executive officer of the Company, but is the
President and Chief Executive Officer of Wackenhut Corrections
Corporation, a majority-owned subsidiary of the Company.
(8) The address of Wellington Management Company is 75 State Street,
Boston, Massachusetts 02109.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital currently consists of 20,000,000 shares of
Common Stock, of which 3,858,885 shares are authorized to be issued as Series A
Common Stock and 16,141,115 shares are authorized to be issued as Series B
Common Stock, and 10,000,000 shares of Preferred Stock. The Series A Common
Stock and the Series B Common Stock are identical in all respects, provided that
the Series B Common Stock has no right to vote except as may be afforded by
applicable law. On May 10, 1996, 3,858,885 shares of Series A Common Stock and
8,317,262 shares of Series B Common Stock were issued and outstanding. None of
the Preferred Stock is outstanding.
The following descriptions of the Common Stock and the Preferred Stock are based
on the Company's Articles of Incorporation and Bylaws, as amended, and
applicable Florida law.
COMMON STOCK
Each holder of Series A Common Stock is entitled to one vote for each share held
of record on all matters presented to shareholders, including the election of
directors, while each share of Series B Common Stock has no voting rights except
as may be afforded by applicable law. Other than the difference in voting
rights, the Series A Common Stock and Series B Common Stock are identical.
In the event of a liquidation, dissolution or winding up of the Company, the
holders of the Common Stock are entitled to share equally and ratably in the
assets of the Company, if any, remaining after paying all debts and liabilities
of the Company and the liquidation preferences of any outstanding Preferred
Stock. The Common Stock has no preemptive rights or cumulative voting rights and
no redemption, sinking fund or conversion provisions.
Holders of the Common Stock are entitled to receive dividends if and when
declared by the Board of Directors out of funds legally available therefor,
subject to the dividend and liquidation rights of any Preferred Stock that may
be issued and outstanding and subject to any dividend restrictions in the
Company's credit facilities. No dividend or other distribution (including
redemptions or repurchases of shares of capital stock) may be made if, after
giving effect to such distribution, the Company would not be able to pay its
debts as they become due in the usual course of business, or if the Company's
total assets would be less than the sum of its total liabilities plus the amount
that would be needed at the time of a liquidation to satisfy the preferential
rights of any holders of Preferred Stock.
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<PAGE> 7
The transfer agent and registrar for the Series A Common Stock and the Series B
Common Stock is Chemical Mellon Shareholder Services Group, Inc.
PREFERRED STOCK
The Board of Directors of the Company is authorized, without further shareholder
action, to divide any or all shares of the authorized Preferred Stock into
series and fix and determine the designations, preferences and relative rights
and qualifications, limitations or restrictions thereon of any series so
established, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges. As of the date of this Proxy
Statement, the Board of Directors has not authorized any series of Preferred
Stock, and there are no plans, agreements or understandings for the
authorization or issuance of any shares of Preferred Stock. The issuance of
Preferred Stock with voting rights or conversion rights may adversely affect the
voting power of the Common Stock, including the loss of voting control to
others. The issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change of control of the Company.
CERTAIN PROVISIONS OF FLORIDA LAW
Florida corporations are subject to several anti-takeover provisions that apply
to public companies, unless such corporation has elected to opt out of those
provisions in its articles of incorporation or bylaws. Florida corporations are
generally subject to the "affiliated transactions" and "control-share
acquisition" provisions of the Florida Business Corporation Act. The Company has
elected to opt out of the "control-share acquisition" statute, but remains
subject to the "affiliated transaction" statute. The "affiliated transaction"
statute requires that, subject to certain exceptions, an "affiliated
transaction" be approved by the holders of two-thirds of the voting shares other
than those beneficially owned by an "interested shareholder" or by a majority of
disinterested directors. In addition, Florida law limits the personal liability
of a corporate director for monetary damages, except where the director (i)
breaches a fiduciary duty and (ii) such breach constitutes or includes a
violation of criminal law, a transaction from which the directors derived an
improper personal benefit, an unlawful distribution or any other reckless,
wanton or willful act or misconduct.
INDEMNIFICATION AND LIMITED LIABILITY
Pursuant to the Company's Articles of Incorporation and Bylaws, and
indemnification agreements between the Company and each of its directors and
officers, the Company is obligated to indemnify each of its directors and
officers to the fullest extent permitted by law with respect to all liability
and loss suffered, and reasonable expense incurred, by such person in any
action, suit or proceeding in which such person was or is made or threatened to
be made a party or is otherwise involved by reason of the fact that such person
is or was a director or officer of the Company. The Company may be obligated to
advance the reasonable expenses of indemnified directors or officers in
defending such proceedings if the indemnified party agrees to repay all amounts
advanced should it be ultimately determined that such person is not entitled to
indemnification.
The Company maintains an insurance policy covering directors and officers under
which the insurer agrees to pay, subject to certain exclusions, for any claim
made against the directors and officers of the Company for a wrongful act for
which they may become legally obligated to pay or for which the Company is
required to indemnify its directors or officers.
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PROPOSAL ONE
APPROVAL OF PROPOSAL TO AMEND ARTICLE III OF THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE
COMPANY'S COMMON STOCK FROM 20,000,000 SHARES, PAR VALUE $.10 PER
SHARE, TO 50,000,000 SHARES, PAR VALUE $.10 PER SHARE, WITH 3,858,885
SHARES DESIGNATED AS SERIES A COMMON STOCK AND 46,141,115 SHARES
DESIGNATED AS SERIES B COMMON STOCK.
The Company's authorized capital currently consists of 20,000,000 shares of
Common Stock, par value $0.10 per share, of which 3,858,885 shares are
designated to be issuable as Series A Common Stock and 16,141,115 shares are
designated to be issuable as Series B Common Stock, and 10,000,000 shares of
Preferred Stock. The Series A Common Stock and the Series B Common Stock are
identical in all respects except that the Series B Common Stock has no right to
vote except as may be afforded by applicable law.
On April 30, 1996, the Board of Directors unanimously adopted a resolution
approving and recommending to the Company's shareholders an amendment to the
Company's Articles of Incorporation increasing the number of authorized shares
of the Company's Common Stock from 20,000,000 shares, par value $.10 per share,
to 50,000,000 shares, par value $.10 per share, with 3,858,885 shares designated
as Series A Common Stock and 46,141,115 shares designated as Series B Common
Stock. The text of the proposed amendment is attached hereto as Attachment I.
The Board of Directors directed that the proposed amendment be submitted to a
vote of the holders of the Series A Common Stock and the Series B Common Stock
at the Special Meeting, with each series voting separately. If the holders of
the Series A Common Stock and the Series B Common Stock approve the amendment,
with each series voting separately, the Company's Articles of Incorporation will
be amended as proposed by the Board of Directors and the number of authorized
shares of Common Stock will be increased from 20,000,000 to 50,000,000 shares.
These authorized shares may be issued from time to time in the future by the
Board of Directors without further shareholder action.
The Board of Directors believes that such amendment is in the best interests of
the Company and its shareholders. Although presently authorized shares of Common
Stock are sufficient to meet all known present requirements, the Company
believes it advisable to have available such shares for possible issuance in
connection with, but not limited to the following: the raising of additional
working capital, a public offering or private placement, the issuance of Common
Stock through a stock dividend or a stock split, the acquisition of related
businesses or assets, or the implementation of an employee benefit plan. The
Company has filed a registration statement with the Securities and Exchange
Commission in connection with the planned sale by the Company of up to 2,600,000
shares of Series B Common Stock. Other than this proposed offering, the Company
has no current plan or intention to sell any additional shares of Common Stock.
George R. Wackenhut, the Chairman of the Board and the Chief Executive Officer
of the Company, who beneficially owns more than 50% of the issued and
outstanding shares of Series A Common Stock and approximately 49.4% of the
issued and outstanding shares of Series B Common Stock, has indicated that he
intends to vote FOR this proposal. As a result, approval of this proposal by the
holders of Series A Common Stock is assured and approval of this proposal by the
holders of Series B Common Stock will occur if holders of approximately 53,500
additional shares of Series B Common Stock vote in favor of this proposal.
6
<PAGE> 9
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND
ADOPTION OF THE PROPOSED AMENDMENT TO ARTICLE III OF THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S
COMMON STOCK FROM 20,000,000 SHARES, PAR VALUE $.10 PER SHARE, TO 50,000,000
SHARES, PAR VALUE $.10 PER SHARE, WITH 3,858,885 SHARES DESIGNATED AS SERIES A
COMMON STOCK AND 46,141,115 SHARES DESIGNATED AS SERIES B COMMON STOCK.
PROPOSAL TWO
APPROVAL OF PROPOSAL TO AMEND ARTICLE III OF THE COMPANY'S ARTICLES OF
INCORPORATION TO CONFIRM THAT ONE CLASS OR SERIES OF THE COMPANY'S
CAPITAL STOCK MAY BE ISSUED (BY ACTION OF THE BOARD OF DIRECTORS
WITHOUT THE NECESSITY OF FURTHER SHAREHOLDER ACTION) THROUGH A SHARE
DIVIDEND OR A STOCK SPLIT ON SHARES OF ANOTHER CLASS OR SERIES OF THE
COMPANY'S CAPITAL STOCK.
On April 30, 1996, the Board of Directors unanimously adopted a resolution
approving and recommending to the Company's shareholders an amendment to the
Company's Articles of Incorporation to confirm that shares of one class or
series of the Company's capital stock may be issued through a share dividend or
a stock split on another class or series of the Company's capital stock. The
text of the proposed amendment is attached hereto as Attachment I. The Board of
Directors directed that the proposed amendment be submitted to a vote of holders
of the Series A Common Stock and the Series B Common Stock at the Special
Meeting, with each series voting separately. If the holders of the Series A
Common Stock and the Series B Common Stock approve the amendment, with each
series voting separately, the Company's Articles of Incorporation will be
amended as proposed by the Board of Directors.
The Company has in the past issued shares of Series B Common Stock through a
share dividend or a stock split on shares of Series A Common Stock and Series B
Common Stock. The Board of Directors believes that it is in the best interests
of the Company to confirm that the Company may (through Board of Directors
action without further shareholder action) issue shares of one class or series
of the Company's capital stock through a share dividend or a stock split on
shares of another class or series of the Company's capital stock.
George R. Wackenhut, the Chairman of the Board and the Chief Executive Officer
of the Company, who beneficially owns more than 50% of the issued and
outstanding Series A Common Stock and approximately 49.4% of the issued and
outstanding Series B Common Stock, has indicated that he intends to vote FOR
this proposal. As a result, approval of this proposal by the holders of Series A
Common Stock is assured and approval of this proposal by the holders of Series B
Common Stock will occur if holders of approximately 53,500 additional shares of
Series B Common Stock vote in favor of this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND
ADOPTION OF THE PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
CONFIRM THAT ONE CLASS OR SERIES OF THE COMPANY'S CAPITAL STOCK MAY BE ISSUED
(BY ACTION OF THE BOARD OF DIRECTORS WITHOUT THE NECESSITY OF FURTHER
SHAREHOLDER ACTION) THROUGH A SHARE DIVIDEND OR A STOCK SPLIT ON SHARES OF
ANOTHER CLASS OR SERIES OF THE COMPANY'S CAPITAL STOCK.
7
<PAGE> 10
PROPOSAL THREE
APPROVAL OF PROPOSAL TO RATIFY, CONFIRM AND APPROVE PRIOR ISSUANCES BY
THE COMPANY OF SHARES OF ONE SERIES OF THE COMPANY'S COMMON STOCK TO
HOLDERS OF ANOTHER SERIES OF THE COMPANY'S COMMON STOCK, THROUGH A
SHARE DIVIDEND, A STOCK SPLIT, OR OTHERWISE.
On April 30, 1996, the Board of Directors unanimously adopted a resolution
approving and recommending to the Company's shareholders that they ratify,
confirm and approve the issuance by the Company of shares of one series of the
Company's Common Stock through share dividends or stock splits on shares of
another series of the Company's Common Stock, or otherwise. The Board of
Directors directed that the proposed ratification be submitted to a vote of
holders of the Series A Common Stock and the Series B Common Stock at the
Special Meeting, with each series voting separately.
The Board of Directors believes that it is in the best interests of the Company
to obtain shareholder ratification, confirmation and approval of prior issuances
by the Company of shares of one series of the Company's Common Stock to holders
of another series of the Company's Common Stock, through a share dividend, a
stock split, or otherwise.
George R. Wackenhut, the Company's Chairman of the Board and Chief Executive
Officer, who beneficially owns more than 50% of the Series A Common Stock and
approximately 49.4% of the issued and outstanding Series B Common Stock, has
indicated his intention to vote FOR the proposed amendment. As a result,
approval of this proposal by the holders of Series A Common Stock is assured and
approval of this proposal by the Series B Common Stock will occur if holders of
approximately 53,500 additional shares of Series B Common Stock vote in favor of
this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
PROPOSAL TO RATIFY, CONFIRM AND APPROVE PRIOR ISSUANCES BY THE COMPANY OF SHARES
OF ONE SERIES OF THE COMPANY'S COMMON STOCK TO HOLDERS OF ANOTHER SERIES OF THE
COMPANY'S COMMON STOCK, THROUGH A SHARE DIVIDEND, A STOCK SPLIT, OR OTHERWISE.
8
<PAGE> 11
NO DISSENTERS' RIGHTS OF APPRAISAL
Under Florida law, the holders of shares of the Series A Common Stock and the
Series B Common Stock are not entitled to any appraisal rights in connection
with the three corporate actions described in this Proxy Statement.
SHAREHOLDER PROPOSAL DEADLINE
Shareholder proposals intended to be presented at the April 29, 1997 Annual
Meeting of Shareholders must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting by December
31, 1996.
By order of the Board of Directors,
James P. Rowan
Vice President, General Counsel
and Assistant Secretary
May 13, 1996
9
<PAGE> 12
ATTACHMENT I
FORM OF AMENDED ARTICLE III
TO ARTICLES OF INCORPORATION
The maximum number of shares of stock that the Corporation shall be authorized
to issue shall be 60,000,000 shares which are to be divided into two classes as
follows:
50,000,000 shares of Common Stock, par value $0.10 per share, of which
3,858,885 shares are designated as Series A Common Stock, par value
$0.10 per share, and 46,141,115 shares are designated as Series B
Common Stock, par value $0.10 per share; and
10,000,000 shares of Preferred Stock.
The Series A Common Stock and the Series B Common Stock may be issued from time
to time as determined by the Board of Directors of the Corporation. The Series A
Common Stock and the Series B Common Stock shall be identical in all respects
except that the Series B Common Stock shall have no right to vote. The Preferred
Stock may be created and issued from time to time in one or more series with
such designations, preferences, limitations, conversion rights, cumulative,
relative, participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as determined by the Board
of Directors of the Corporation and set forth in the resolution or resolutions
providing for the creation and issuance of the stock in such series. Shares of
one class or series of the Company's capital stock may be issued through a stock
dividend or stock split on shares of another class or series of the Company's
capital stock.
<PAGE> 13
APPENDIX A
THE WACKENHUT CORPORATION
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George R. Wackenhut and Richard R. Wackenhut
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side, all the shares
of Series A Common Stock and Series B Common Stock of The Wackenhut Corporation
held of record by the undersigned on May 10, 1996, at the Special Meeting of
Shareholders to be held at the PGA National Resort & Spa, 400 Avenue of the
Champions, Palm Beach Gardens, Florida, at 10:30 A.M., May 23, 1996, or at any
adjournments thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. ON ANY OTHER MATTERS INCIDENTAL TO
THE CONDUCT OF THE MEETING WHICH MAY PROPERLY COME BEFORE THE MEETING, THE
SHARES WILL BE VOTED IN ACCORDANCE WITH THE JUDGEMENT OF THE PERSONS NAMED AS
PROXIES.
(Continued, and to be signed, on other side.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.
1. Proposal to amend Article III of the Company's Articles of Incorporation to
increase the number of authorized shares of the Company's Common Stock from
20,000,000 shares, par value $.10 per share, to 50,000,000 shares, par value
$.10 per share, with 3,858,885 shares designated as Series A Common Stock and
46,141,115 shares designated as Series B Common Stock.
/ / FOR / / AGAINST / / ABSTAIN
2. Proposal to amend Article III of the Company's Articles of Incorporation to
confirm that one class or series of the Company's capital stock may be issued
(by action of the Board of Directors without the necessity of further
shareholder action) through a share dividend or a stock split on shares of
another class or series of the Company's capital stock.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to ratify, confirm and approve prior issuances by the Company of
shares of one series of the Company's Common Stock to holders of another
series of the Company's Common Stock, through a share dividend, a stock
split, or otherwise.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to act upon such other
matters incidential to the conduct of the Special Meeting as may properly
come before the Special Meeting or any adjournments thereof.
Please date and sign exactly
as name appears below. Joint
owners should each sign.
Attorneys-in-fact, Executors,
Administrators, Trustees,
Guardians, or corporate
officers should give full
title.
Dated: , 1996
Signature
Signature if held jointly
PLEASE SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ADDRESSED ENVELOPE.
