<PAGE> 1
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:
<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>
Ramsay Youth Services, 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> 2
RAMSAY YOUTH SERVICES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2000
The Annual Meeting of Stockholders of RAMSAY YOUTH SERVICES, INC. ("RYS" or
the "Company") will be held at the HYATT REGENCY CORAL GABLES, 50 ALHAMBRA
PLAZA, CORAL GABLES, FLORIDA 33134 at 11:00 A.M., local time, on May 31, 2000,
for the following purposes, as more fully described in the accompanying Proxy
Statement:
1. To elect seven directors to serve until the next annual meeting;
2. To ratify the selection of Deloitte & Touche, LLP to serve as
independent auditors for the fiscal year ending December 31, 2000;
and
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only RYS stockholders of record at the close of business on April 7, 2000
will be entitled to notice of and to vote at the meeting, or any adjournment or
adjournments thereof. A list of the stockholders entitled to vote at the meeting
may be examined at the offices of RYS, One Alhambra Plaza, Suite 750, Coral
Gables, Florida during the ten-day period preceding the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY. NO POSTAGE IS REQUIRED WHEN MAILED IN THE
UNITED STATES. THE PROXY IS REVOCABLE AT ANY TIME. IF YOU ARE PRESENT AT THE
MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON IF YOU SO DESIRE. YOUR
BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE NOMINEES FOR DIRECTORS AND FOR
THE OTHER PROPOSALS TO BE CONSIDERED AT THE MEETING.
By Order of the Board of Directors,
Paul J. Ramsay
Chairman of the Board
April 17, 2000
<PAGE> 3
RAMSAY YOUTH SERVICES, INC.
Columbus Center
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held
May 31, 2000
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ramsay Youth Services, Inc. ("RYS" or the
"Company") for use at the Annual Meeting of Stockholders (the "Meeting") to be
held at the time and place and for the purposes specified in the accompanying
Notice of Annual Meeting of Stockholders and at any adjournment or adjournments
thereof. When the enclosed proxy is properly executed and returned, the shares
that it represents will be voted at the Meeting in accordance with the
instructions thereon. In the absence of any such instructions, the shares
represented thereby will be voted IN FAVOR of the nominees for directors listed
on the proxy and IN FAVOR of each other proposal set forth in this Proxy
Statement and presented to the stockholders of RYS for approval. Management does
not know of any other business to be brought before the Meeting not described
herein, but it is intended that as to such other business, a vote may be cast
pursuant to the proxy in accordance with the best judgment of the person or
persons acting thereunder. It is anticipated that the proxy materials will be
mailed on or about April 30, 2000 to all RYS stockholders of record as of April
7, 2000 (the "Record Date").
It is important that proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to mark, sign and date the
accompanying form of proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that their votes can be
recorded.
Any stockholder who executes and delivers a proxy may revoke it at any time
prior to its use by (i) giving written notice of such revocation to RYS, care of
the Secretary, Columbus Center, One Alhambra Plaza, Suite 750, Coral Gables,
Florida 33134 prior to the Meeting; (ii) executing and delivering a proxy
bearing a later date to RYS, care of the Secretary, Columbus Center, One
Alhambra Plaza, Suite 750, Coral Gables, Florida 33134 prior to the Meeting; or
(iii) appearing at the Meeting and voting in person.
1999 ANNUAL REPORT
RYS' 1999 Annual Report on Form 10-K for the fiscal year ended December 31,
1999 is enclosed with this Proxy Statement.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by RYS. Officers, directors,
and employees of RYS may solicit proxies by telephone, telecopier or in person.
RYS has also engaged the services of Corporate Communications, Inc. and First
Union National Bank of North Carolina to assist in the solicitation and
tabulation of proxies. RYS estimates that these entities will receive fees
totalling approximately $5,000, plus expenses, in connection with these
services.
VOTING
Holders of record of issued and outstanding shares of common stock, $.01
par value (the "Common Stock"), of RYS as of the close of business on the Record
Date, will be entitled to notice of and to vote at the Meeting as described
below. On the Record Date, there were issued and outstanding 9,105,809 shares of
Common Stock. Each share of Common Stock is entitled to one vote with respect to
each matter to be voted on at the Meeting.
<PAGE> 4
Directors are elected by a plurality of votes cast by the holders of shares
of Common Stock voting as a single class. The ratification of the selection of
the Company's independent auditors will require the affirmative vote of a
majority of the votes cast by the holders of outstanding shares of Common Stock.
Abstentions and broker non-votes (as hereinafter defined) will be counted as
present for the purpose of determining the presence of a quorum. For the purpose
of determining the vote required for approval of matters to be voted on at the
Meeting, abstentions will be treated as being "present" and "entitled to vote"
on the matter and, thus, an abstention has the same legal effect as a vote
against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" and "entitled to
vote" on the matter and, thus, a broker non-vote or the withholding of a proxy's
authority will have no effect on the outcome of the vote on the matter. A
"broker non-vote" refers to shares of Common Stock represented at the Meeting in
person or by proxy by a broker or nominee where such broker or nominee (i) has
not received voting instructions on a particular matter from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on such matter.
Ramsay Holdings HSA Limited ("Ramsay Holdings") is the holder of 906,352
shares of Common Stock, Paul Ramsay Holdings Pty. Limited ("Holdings Pty.") is
the holder of 3,731,339 shares of Common Stock and Paul Ramsay Hospitals Pty.
Limited ("Hospitals Pty."; Ramsay Holdings, Holdings Pty. and Hospitals Pty.,
collectively, the "Ramsay Affiliates") is the holder of 751,024 shares of Common
Stock. The Ramsay Affiliates are corporations controlled by Paul J. Ramsay, the
Chairman of the Board of RYS. In addition, Mr. Ramsay holds 5,916 shares of
Common Stock directly. Accordingly, as of the Record Date, Mr. Ramsay, Ramsay
Holdings, Holdings Pty. and Hospitals Pty. had an approximate 59.2% voting
interest in RYS. To the best of RYS' knowledge, Mr. Ramsay, Ramsay Holdings,
Holdings Pty. and Hospitals Pty. will vote their shares of Common Stock in favor
of each of the proposals presented at the Meeting. See "Certain Relationships
and Related Transactions," and "Security Ownership of Certain Beneficial Owners"
below.
2
<PAGE> 5
1. ELECTION OF DIRECTORS
Seven directors will be elected at the Meeting. It is the intention of each
of the persons named in the accompanying proxy to vote the shares represented
thereby in favor of the seven nominees listed in the following table, unless
contrary instructions are given. All of the nominees are presently serving as
directors. In case any nominee is unable or declines to serve, such persons
reserve the right to vote the shares represented by such proxy for another
person duly nominated by the Board of Directors in his stead or, if no other
person is so nominated, to vote such shares only for the remaining nominees. The
Board of Directors has no reason to believe that any person nominated will be
unable or will decline to serve. The directors elected by the stockholders will
serve until the next Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified.
Certain information concerning the nominees for election of directors is
set forth below. Such information was furnished by them to RYS.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS FOR PAST FIVE
NAME AND AGE YEARS AND CERTAIN OTHER DIRECTORSHIPS
- ------------ -------------------------------------
<S> <C>
Aaron Beam, Jr. (56) Founder in 1984 of HEALTHSOUTH Corporation (provider of
medical rehabilitation services) and retired in 1997;
Director of UROCOR since 1998; Director of Wall Street
Deli since 1998; Director of the Company since 1991.
Peter J. Evans (51) Financial consultant to a number of Australian
companies; a Chartered Accountant in Australia since
prior to 1993; Director of Ramsay Health Care Limited
(or its predecessors) (owner and operator of hospitals
in Australia), and Prime Television Limited (operator of
an Australian television network); Director of a number
of Australian charitable organizations; Chairman of
Directors of Shoalhaven Anglican School in Australia;
Director of the Company since 1989.
Thomas M. Haythe (60) Business and legal consultant (since February 1, 2000);
Partner, Haythe & Curley (renamed Torys in January 2000)
(attorneys) from February 1982 to January 2000; Director
of Guest Supply, Inc. (provider of hotel guest room
amenities, accessories and products), Novametrix Medical
Systems, Inc. (manufacturer of electronic medical
instruments), and Westerbeke Corporation (manufacturer
of marine engine products); Director of the Company
since 1987.
Luis E. Lamela (50) President and Chief Executive Officer of the Company
since January 1998; Vice Chairman of the Board of the
Company since January 1996; Chief Executive Officer of
CAC Medical Centers, a division of United HealthCare of
Florida, from May 1994 until December 1997; President
and Chief Executive Officer of Ramsay -- HMO, Inc. from
prior to 1993 to May 1994; Director of the Company since
1996.
Paul J. Ramsay (64) Chairman of the Board of the Company since 1988;
involved in the health care industry for more than 25
years; Chairman of the Board of Ramsay Health Care
Limited (or its predecessors) (owner and operator of
hospitals in Australia), and Prime Television Limited
(operator of an Australian Television Network); Director
of the Company since 1987.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS FOR PAST FIVE
NAME AND AGE YEARS AND CERTAIN OTHER DIRECTORSHIPS
- ------------ -------------------------------------
<S> <C>
Steven J. Shulman (48) Chairman and Chief Executive Officer of Internet Health
Care Group, Inc. (internet based healthcare holding
company) since 1999; President and Chief Executive
Officer of Prudential Health Care, Inc. from 1997 until
1999; President of the Pharmacy and Disease Management
Group of Value Health, Inc. (provider of specialty
managed care programs) from September 1995 to 1997;
Executive Vice President of Value Health, Inc. since
prior to 1992 to September 1995; Director of Novametrix
Medical Systems Inc.; Director of the Company since
1991.
Michael S. Siddle (51) Various executive positions with corporations controlled
by Paul J. Ramsay since prior to 1993; Director of
Ramsay Health Care Limited (or its predecessors) (owner
and operator of hospitals in Australia); Director of
Prime Television Limited (operator of an Australian
Television Network); Director of the Company since 1987.
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of RYS met five times during the year ended December
31, 1999. All of the directors named above attended at least 75% of the meetings
of the Board of Directors and meetings of the committees of the Board of
Directors on which such director served held during the time that such person
served, other than Messrs. Ramsay, Shulman and Siddle.
RYS had five standing committees during the year ended December 31, 1999:
the Executive Operating Committee, the Audit Committee, the Compensation and
Conflict of Interest Committee, the Independent Directors Committee, and the
Stock Option Committee.
The Executive Operating Committee presently is composed of Messrs. Evans,
Haythe, Lamela and Ramsay. The Committee's function is to act in the place and
stead of the Board of Directors to the extent permitted by law on matters which
require Board action between meetings of the Board of Directors. The Executive
Operating Committee met twice during the year ended December 31, 1999.
The Audit Committee presently is composed of Messrs. Beam, Evans and
Haythe. The Audit Committee's functions include reviewing the results of the
reports and audits by RYS' independent public accountants and making
recommendations to the Board of Directors with respect to accounting practices
and procedures and internal controls. The Audit Committee of RYS met twice
during the year ended December 31, 1999.
The Compensation and Conflict of Interest Committee (the "Compensation
Committee") presently is composed of Messrs. Beam, Evans and Haythe. The
Compensation Committee's functions include reviewing and recommending
remuneration arrangements for senior officers and for members of the Board of
Directors, adopting compensation plans in which officers and directors are
eligible to participate, acting on important personnel matters, nominating
senior officers, resolving matters involving possible conflicts of interest and
providing for management succession. The Compensation and Conflict Committee did
not meet during the year ended December 31, 1999.
The Independent Directors Committee presently is composed of Messrs. Beam,
Haythe and Shulman. The Committee's function is to review all transactions
between RYS and persons affiliated with Paul J. Ramsay or any entity in which
Paul J. Ramsay directly or indirectly has an equity interest. The Independent
Directors Committee did not meet during the year ended December 31, 1999.
The Stock Option Committee presently is composed of Messrs. Beam and Evans.
The Stock Option Committee's function is to grant stock options under RYS' stock
option plans to directors, members of senior management and other key field
personnel of the Company as recommended by management in materials
4
<PAGE> 7
distributed to members of the Committee. The Stock Option Committee met once
during the year ended December 31, 1999.
RYS does not have a nominating committee and has established no procedures
whereby nominees for director may be recommended by stockholders.
COMPENSATION OF DIRECTORS
It is RYS' policy to pay directors who are not employees of RYS a fee of
$1,000 for each meeting of the Board of Directors attended during the year. In
addition, RYS pays Mr. Evans a fee of $5,000 per quarter to advise the Company
on various business matters throughout the year.
For the year ended December 31, 1999, RYS paid Messrs. Beam and Haythe
$5,000 each, Messrs. Evans and Ramsay $4,000 each, Mr. Shulman $3,000 and Mr.
Siddle $2,000, for services rendered in connection with RYS' Board of Directors'
Meetings. In addition, for the year ended December 31, 1999, RYS paid Mr. Evans
$20,000 for advisory services. Mr. Lamela was not paid for his attendance at
Board of Directors' Meetings during the year ended December 31, 1999.
On August 23, 1999, the Company issued its non-employee directors the
following stock options to purchase the Company's Common Stock:
<TABLE>
<CAPTION>
NUMBER OF OPTIONS
NAME GRANTED(#) EXERCISE PRICE($/SH)
- ---- ------------------ --------------------
<S> <C> <C>
Paul J. Ramsay............................ 400,000 $2.69
Peter J. Evans............................ 75,000 $2.69
Michael S. Siddle......................... 75,000 $2.69
Thomas M. Haythe.......................... 50,000 $2.69
Steven J. Shulman......................... 30,000 $2.69
Aaron Beam, Jr............................ 20,000 $2.69
</TABLE>
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table and footnotes set forth certain information concerning
the compensation paid or awarded by the Company to the President and Chief
Executive Officer and the four other most highly compensated executive officers
of RYS during the fiscal years ended December 31, 1999, June 30, 1998 and June
30, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
----------------
ANNUAL COMPENSATION SECURITIES
---------------------------------------------- UNDERLYING
NAME AND FISCAL OTHER ANNUAL STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) COMPENSATION($)(3) OPTIONS(#) COMPENSATION($)
------------------ ------ --------- ----------- ------------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Luis E. Lamela(1)........ 1999 360,064 -- 19,099 400,000 --
Vice Chairman of the *1998 200,772 400,000 10,712 -- --
Board, President and 1998 235,045 -- 16,118 35,000(4) --
Chief Executive Officer 1997 -- -- -- -- --
Bert G. Cibran........... 1999 270,048 -- 21,120 200,000 --
Chief Operating Officer *1998 161,136 200,000 10,560 -- --
1998 301,152 200,000 21,120 -- --
1997 268,124 -- 18,679 91,666(5) --
Marcio C. Cabrera........ 1999 175,028 87,500 -- 50,000 --
Executive Vice President, *1998 87,842 -- -- 10,000 --
Chief Financial Officer 1998 -- -- -- -- --
and Secretary 1997 -- -- -- 6,667 --
Jorge L. Rico............ 1999 145,024 75,000 -- 50,000 --
Vice President and *1998 72,788 -- -- 8,333 --
Assistant Secretary 1998 -- -- -- -- --
1997 -- -- -- 6,667 --
Isabel M. Diaz........... 1999 120,019 75,000 9,000 75,000 --
Vice President *1998 64,728 -- 4,500 -- --
1998 -- -- -- -- --
1997 -- -- -- 11,667(6) --
</TABLE>
- ---------------
* Reflects information for the six months ended December 31, 1998.
(1) In January 1998, Mr. Lamela became Chief Executive Officer of RYS; and in
January 1999, Mr. Lamela became President of RYS. See "Employment and Other
Agreements" below.
(2) Bonuses are reflected in the period in which they are paid.
(3) Represents automobile allowance.
(4) Represents options awarded to Mr. Lamela during the year ended June 30, 1998
in connection with his employment agreement. This amount does not include
131,666 options and warrants issued to Mr. Lamela prior to his employment
with RYS and 150,015 warrants issued to Mr. Lamela in connection with RYS'
purchase of Summa Healthcare Group, Inc. See "Other Arrangements."
(5) Amounts do not include options and warrants to purchase shares of Common
Stock issued in connection with the Merger (as defined in "Certain
Relationships and Related Transactions" below).
(6) Represents options awarded to Ms. Diaz in May 1997 (6,667) and August 1996
(5,000). Does not include 16,652 warrants issued to Ms. Diaz in connection
with RYS' purchase of Summa Healthcare Group, Inc. or 278 warrants issued in
connection with the Merger (as defined in "Certain Relationships and Related
Transactions" below).
6
<PAGE> 9
The following table and footnotes set forth the grant of stock options to
the executive officers named in the Summary Compensation Table during the year
ended December 31, 1999. The amounts shown for each named executive officer as
potential realizable values are based on arbitrarily assumed annualized rates of
stock price appreciation of five percent and ten percent over the exercise price
of the options during the full terms of the options. No gain to the optionees is
possible without an increase in stock price which will benefit all stockholders
proportionately. These potential realizable values are based solely on
arbitrarily assumed rates of appreciation required by applicable Securities and
Exchange Commission (the "SEC") regulations. Actual gains, if any, on option
exercises and holdings of Common Stock are dependent on the future performance
of the Common Stock and overall stock market conditions. There can be no
assurance that the potential realizable values shown in this table will be
achieved.
STOCK OPTION GRANTS DURING FISCAL YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS GRANTED ANNUAL RATES OF
TO EMPLOYEES STOCK
DURING FISCAL PRICE APPRECIATION
YEAR ENDED EXERCISE FOR OPTION TERM
OPTIONS DECEMBER 31, OR BASE EXPIRATION ---------------------
NAME GRANTED(#) 1999 PRICE($/SH) DATE 5%($) 10%($)
---- ---------- ----------------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Luis E. Lamela............................... 400,000 23.9% $2.69 8/23/09 $677,000 $1,715,000
Vice Chairman of the Board, President and
Chief Executive Officer
Bert G. Cibran............................... 200,000 11.9% $2.69 8/23/09 $338,500 $ 857,500
Chief Operating Officer
Marcio C. Cabrera............................ 50,000 3.0% $2.69 8/23/09 $ 84,500 $ 214,500
Executive Vice President, Chief Financial
Officer and Secretary
Jorge L. Rico................................ 50,000 3.0% $2.69 8/23/09 $ 84,500 $ 214,500
Vice President and Assistant Secretary
Isabel M. Diaz............................... 75,000 4.5% $2.69 8/23/09 $127,000 $ 321,500
Vice President
</TABLE>
The following table and footnotes summarize stock options exercised during
the fiscal year ended December 31, 1999 and the number and value of options held
by the executive officers named in the Summary Compensation Table at December
31, 1999.
7
<PAGE> 10
STOCK OPTION EXERCISES IN FISCAL YEAR ENDED DECEMBER 31, 1999
AND STOCK OPTION VALUES AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT AT
DECEMBER 31, 1999(#) DECEMBER 31, 1999($)(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Luis E. Lamela(2).......... -- -- 204,459 512,220 -- --
Bert G. Cibran(3).......... -- -- 39,166 291,666 -- --
Marcio C. Cabrera.......... -- -- 7,777 58,889 -- --
Jorge L. Rico.............. -- -- 7,222 57,777 -- --
Isabel M. Diaz(4).......... -- -- 21,374 82,222 -- --
</TABLE>
- ---------------
(1) In-the-money options are those where the fair market value of the underlying
Common Stock exceeds the exercise price of the option. The value of
in-the-money options is determined in accordance with regulations of the SEC
by subtracting the aggregate exercise price of the options from the
aggregate year-end value of the underlying Common Stock.
(2) Includes 35,000 options awarded to Mr. Lamela in connection with his
employment agreement, 131,666 options and warrants issued to Mr. Lamela
prior to his employment with RYS and 150,015 warrants issued to Mr. Lamela
in connection with RYS' purchase of Summa Healthcare Group, Inc. See
"Employment and Other Agreements" and "Other Arrangements" below.
(3) Includes options and warrants to purchase shares of Common Stock issued in
connection with the Merger (as defined in "Certain Relationships and Related
Transactions" below).
(4) Includes 16,652 options to purchase shares of Common Stock issued in
connection with RYS' purchase of Summa Healthcare Group, Inc. and 278
warrants to purchase shares of Common Stock issued in connection with the
Merger (as defined in "Certain Relationships and Related Transactions"
below).
EMPLOYMENT AND OTHER AGREEMENTS
In October 1997, RYS entered into an employment agreement with Luis E.
Lamela to serve as RYS' Vice Chairman of the Board and Chief Executive Officer,
providing for the payment of an initial annual base salary of $400,000, subject
to increases determined by the Board of Directors and minimum annual increases
based on the Consumer Price Index. Mr. Lamela's current annual salary is
$416,134. In addition, Mr. Lamela is entitled to an annual bonus in an amount
equal to the greater of (i) $400,000 or (ii) five percent of any increase in
operating income for the applicable fiscal year over operating income for the
1997 fiscal year. The agreement was for an initial term of two years with annual
renewals thereafter. Pursuant to the employment agreement, RYS agreed to provide
Mr. Lamela an automobile allowance and options to purchase 35,000 shares of
Common Stock. Mr. Lamela's employment with RYS may be terminated by either RYS
or Mr. Lamela; however, in the event RYS terminates Mr. Lamela's employment
without due cause, RYS must continue to pay Mr. Lamela his base salary in effect
at the time of such termination for 24 months after the date of such termination
plus any bonus payable. The agreement also provides for a lump sum cash payment
to Mr. Lamela of his bonus and 36 months' base salary upon termination of his
employment for any reason following certain change of control events involving
RYS. Mr. Lamela's employment agreement was subsequently amended to provide that,
for fiscal years after December 31, 1998, Mr. Lamela's annual bonus shall be
determined at the sole discretion of the Board of Directors of the Company.
In August 1996, RYS entered into an employment agreement with Bert G.
Cibran, Chief Operating Officer of RYS, providing for the payment of an initial
annual base salary of $300,000, subject to annual increases determined by the
Board of Directors and minimum annual increases based on the Consumer Price
Index. Mr. Cibran's current annual salary is $317,267. In addition, Mr. Cibran
is entitled to an annual bonus in an amount equal to two percent of any increase
in operating income over the preceding fiscal year. The agreement was for an
initial term of three years with annual renewals thereafter. Pursuant to the
employment agreement, RYS agreed to provide Mr. Cibran an automobile allowance
and options to purchase 41,666 shares
8
<PAGE> 11
of Common Stock. In addition, Mr. Cibran's employment may be terminated by
either RYS or Mr. Cibran; however, in the event RYS terminates Mr. Cibran's
employment without due cause, RYS must continue to pay Mr. Cibran his base
salary in effect at the time of such termination for 24 months after the date of
such termination plus any bonus payable. The agreement also provides for a lump
sum cash payment to Mr. Cibran of his bonus and 24 months' base salary upon
termination of his employment for any reason following certain change of control
events involving RYS. Mr. Cibran's employment agreement was subsequently amended
to provide that, for fiscal years after December 31, 1998, Mr. Cibran's annual
bonus shall be determined at the sole discretion of the Board of Directors of
the Company.
In June 1998, RYS entered into an employment agreement with Marcio C.
Cabrera to serve as RYS' Executive Vice President of Finance, providing for the
payment of an initial annual base salary of $175,000. In accordance with the
terms of his employment agreement, bonuses and increases to Mr. Cabrera's base
salary will be determined based on the Company's existing compensation
guidelines. The agreement is for an initial term of two years with annual
renewals thereafter. Mr. Cabrera's employment with RYS may be terminated by
either RYS or Mr. Cabrera; however, in the event RYS terminates Mr. Cabrera's
employment without cause, RYS must continue to pay Mr. Cabrera his base salary
in effect at the time of such termination for six months after the date of such
termination.
In February 1997, RYS entered into an employment agreement with Jorge L.
Rico to serve as RYS' Vice President of Management Services, providing for the
payment of an initial annual base salary of $120,000. On July 1, 1998, Mr. Rico
was promoted to Vice President of Operations and his annual salary was increased
to $145,000. In accordance with the terms of his employment agreement, bonuses
and increases to Mr. Rico's salary will be determined based on the Company's
existing compensation guidelines. The agreement was for an initial term of two
years with annual renewals thereafter. In addition, Mr. Rico's employment by RYS
may be terminated by either RYS or Mr. Rico; however, in the event RYS
terminates Mr. Rico's employment without cause, RYS must continue to pay Mr.
Rico his base salary in effect at the time of such termination for six months
after the date of such termination.
In October 1997, RYS entered into an employment agreement with Isabel M.
Diaz to serve as RYS' Vice President of Corporate Relations, providing for the
payment of an initial annual base salary of $120,000. In accordance with the
terms of her employment agreement, bonuses and increases to Ms. Diaz's base
salary will be determined based on the Company's existing compensation
guidelines. The agreement was for an initial term of two years with annual
renewals thereafter. Pursuant to the employment agreement, RYS agreed to provide
Ms. Diaz an automobile allowance in the amount of $750 per month. Ms. Diaz's
employment with RYS may be terminated by either RYS or Ms. Diaz; however, in the
event RYS terminates Ms. Diaz's employment without cause, RYS must continue to
pay Ms. Diaz her base salary in effect at the time of such termination for six
months after the date of such termination.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires RYS'
directors and executive officers, and persons who own more than ten percent of
the Common Stock, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock. Executive officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
RYS with copies of all Section 16(a) reports they file.
To RYS' knowledge, based solely on a review of the copies of such reports
furnished to RYS and representations that no other reports were required, during
the fiscal year ended December 31, 1999, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than ten percent
stockholders were complied with.
9
<PAGE> 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP WITH RAMSAY AFFILIATES
The Ramsay Affiliates are corporations controlled by RYS' Chairman of the
Board, Paul J. Ramsay. At April 7, 2000, Paul J. Ramsay, Ramsay Holdings,
Holdings Pty. and Hospitals Pty. owned of record, and had a voting interest in,
approximately 59.2% of the issued and outstanding shares of RYS Common Stock.
OTHER AGREEMENTS
In connection with an amendment to the Company's Senior Credit Facility, a
corporate affiliate of Paul J. Ramsay entered into a Junior Subordinated Note
Purchase Agreement (the "Junior Note") with the Senior Credit Facility lender to
participate in the Senior Credit Facility in an amount of approximately $1.2
million.
RYS has entered into indemnification agreements with its directors and
executive officers. These agreements provide that the directors and executive
officers will be indemnified to the fullest possible extent permitted by
Delaware law against all expenses (including attorneys' fees), judgments, fines,
penalties, taxes and settlement amounts paid or incurred by them in any action
or proceeding (including any action by or in the right of RYS or any of its
subsidiaries or affiliates) on account of their service as directors, officers,
employees, fiduciaries or agents of RYS or any of its subsidiaries or affiliates
and their service at the request of RYS or any of its subsidiaries or affiliates
as directors, officers, employees, fiduciaries or agents of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
Thomas M. Haythe, a director of RYS, was a partner of the New York City law
firm of Haythe & Curley (renamed Torys), which firm rendered legal services to
RYS during the fiscal year ended December 31, 1999. In December 1999, RYS
entered into an agreement with Mr. Haythe to serve as a senior advisor to RYS in
connection with legal issues, acquisitions, financings and other transactions
involving the Company. During the year ended December 31, 1999, RYS paid Mr.
Haythe $5,000 in connection with these advisory services.
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective May 21, 1999, the Board of Directors of RYS, upon the
recommendation and with the approval of the Company's Audit Committee, appointed
Deloitte & Touche LLP ("Deloitte & Touche") as the Company's independent
accountants in replacement of Ernst & Young LLP ("Ernst & Young"), which
previously served as the Company's auditor.
Ernst & Young's reports on the Company's financial statements for the
Company's two most recent fiscal years ending June 30, 1998 and the transition
period from July 1, 1998 to December 31, 1998 contained no adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Company's two most recent fiscal years ending June 30, 1998, the
transition period consisting of the six months ended December 31, 1998 and
through May 21, 1999, the Company had no disagreements with Ernst & Young on any
matter of accounting principles or practices, financial statement disclosure,
auditing scope or procedure which disagreements, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
subject matter of the disagreement in connection with its reports.
During the Company's two most recent fiscal years ending June 30, 1998, the
transition period consisting of the six months ended December 31, 1998 and
through May 21, 1999, there have been no reportable events with Ernst & Young
required to be disclosed by Item 304(a)(1)(v) of Regulation S-K of the SEC.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors are
Aaron Beam, Jr., Peter J. Evans and Thomas M. Haythe. During the year ended
December 31, 1999, Mr. Haythe was a partner of the New York City law firm of
Haythe & Curley (renamed Torys), which firm rendered legal services to RYS. In
December 1999, RYS entered into an agreement with Mr. Haythe to serve as a
senior advisor to RYS in
10
<PAGE> 13
connection with legal issues, acquisitions, financings and other transactions
involving the Company. See "Certain Relationships and Related Transactions"
above.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors determines the
compensation arrangements for executive officers of RYS. RYS' executive
compensation program is designed to attract, motivate, reward and retain
individuals with the executive and management skills needed to achieve RYS'
business objectives. The compensation program accomplishes this goal by
providing RYS' executives with incentives which reward achievement of both
short-term and long-term objectives that contribute to the growth and
profitability of RYS, and which link executive pay with the interests of RYS'
stockholders.
RYS' executive compensation program consists of base salary, bonuses and
stock options. RYS' salary levels are determined by comparisons with companies
of similar size and complexity in the youth services industry. Salary increases
are determined in light of the financial performance of RYS, the individual
performance of the executive and any increased responsibilities assumed by the
executive. The salaries for RYS' President and Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer and Vice Presidents, were determined
pursuant to the terms of their employment agreements with RYS, which in turn
were based on the foregoing considerations.
Effective January 1, 1999, annual bonuses payable pursuant to the
employment agreements for RYS' President and Chief Executive Officer and its
Chief Operating Officer are determined on the sole discretion of the Company's
Board of Directors based on the achievement of strategic objectives, the
financial performance of RYS, the individual performance of the executive and
any increased responsibilities assumed by the executive.
RYS may award bonuses to other executives based on the level of financial
performance achieved by RYS and the individual accomplishments of the executive,
as evaluated by the President and Chief Executive Officer or the Chief Operating
Officer of RYS. Annual bonuses are paid to the chief executive officers of each
of RYS' facilities, based on (a) the financial performance of his/her facility
compared to budgeted and prior year performance, (b) the overall results of RYS
and (c) the attainment of certain quality of care levels.
RYS periodically grants stock options to its executive officers and other
key employees. Stock option grants are intended to provide RYS' executives and
other key employees with a significant incentive to work to maximize stockholder
value. The Compensation Committee believes that by providing RYS' executives and
key employees who have substantial responsibility for the management and growth
of RYS with an opportunity to profit from increases in the value of the Common
Stock, the interests of RYS' stockholders and executives will be most closely
aligned.
THE COMPENSATION AND CONFLICT OF
INTEREST COMMITTEE OF THE BOARD OF
DIRECTORS
Aaron Beam, Jr.
Peter J. Evans
Thomas M. Haythe
11
<PAGE> 14
PERFORMANCE GRAPH
The following performance graph compares the cumulative total return on the
Common Stock to the NASDAQ Stock Market-U.S. Index and a peer group. The peer
group companies consist of Children's Comprehensive Services, Inc., Correctional
Services Corporation and Res-Care, Inc. RYS believes that these peer companies,
which are engaged in the behavioral health and youth services industry, are most
comparable to RYS' historical business, within the parameters set by the SEC.
The graph assumes that $100 was invested in Common Stock, the NASDAQ Stock
Market U.S. Index and the peer group on December 31, 1994 and that all dividends
were reinvested.
(Graph)
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET
RAMSAY YOUTH SERVICES, INC. PEER GROUP (U.S.)
--------------------------- ---------- -------------------
<S> <C> <C> <C>
12/94 100 100 100
12/95 50 114 141
12/96 45 188 174
12/97 46 248 213
12/98 25 282 300
12/99 8 134 542
</TABLE>
12
<PAGE> 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Listed in the following table is certain information as of April 7, 2000
with respect to (i) the stockholders of the Company (including any "group" as
that term is used in Section 13(d)(3) of the Exchange Act) who, to the knowledge
of the Board of Directors, owned beneficially more than five percent (5%) of the
Common Stock of the Company, (ii) each director of the Company who owned
beneficially any shares of Common Stock of the Company, (iii) each executive
officer of the Company who owned beneficially any shares of Common Stock of the
Company and (iv) all directors and officers of the Company as a group. This
information has been provided to the Company by the persons named below.
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS TITLE NUMBER OF OF
BENEFICIAL OWNER OF CLASS SHARES OWNED(1) CLASS(1)
---------------- -------- --------------- ----------
<S> <C> <C> <C>
Paul J. Ramsay.............................. Common 5,580,186(2) 56.31%
Paul Ramsay Group
154 Pacific Highway
St. Leonards, NSW
Australia
Paul Ramsay Hospitals Pty. Limited.......... Common 5,519,270(3) 55.69%
c/o Torys
237 Park Avenue
New York, New York 10017
Paul Ramsay Holdings Pty. Limited........... Common 4,721,024(3) 47.64%
c/o Torys
237 Park Avenue
New York, New York 10017
Ramsay Holdings HSA Limited................. Common 906,352(3) 9.15%
c/o Torys
237 Park Avenue
New York, New York 10017
Heartland Advisors, Inc..................... Common 750,400(4) 7.57%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
Luis E. Lamela.............................. Common 708,109(5) 7.15%
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
Dauphin Capital Partners I, LP.............. Common 444,444(6) 4.48%
1921 W. Joppa Road
Baltimore, Maryland 21204
Bert G. Cibran.............................. Common 103,056(9) 1.04%
One Alhambra Plaza, Suite 750
Coral Gables, Florida 33134
Aaron Beam, Jr.............................. Common 23,057(7) *
Marcio C. Cabrera........................... Common 9,999(8) *
Isabel M. Diaz.............................. Common 32,648(10) *
Peter J. Evans.............................. Common 44,249(11) *
Thomas M. Haythe............................ Common 37,116(12) *
Billie T. Rader............................. Common 33,833(13) *
Jorge L. Rico............................... Common 9,444(14) *
Steven J. Shulman........................... Common 17,582(15) *
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
PERCENTAGE
NAME AND ADDRESS TITLE NUMBER OF OF
BENEFICIAL OWNER OF CLASS SHARES OWNED(1) CLASS(1)
- ---------------- -------- --------------- ----------
<S> <C> <C> <C>
Michael S. Siddle........................... Common 20,916(16) *
All directors and executive officers as a
group (11 persons)........................ Common 6,620,195(2)(5) 66.80%
(7)(8)(9)(10)
(11)(12)(13)
(14)(15)(16)
</TABLE>
- ---------------
* Indicates ownership percentage of less than one percent (1%).
(1) Includes all shares that each named person is entitled to receive within 60
days, through the exercise of any option, warrant, conversion right, or
similar arrangement. Such shares are deemed to be owned and outstanding by
such person individually for purposes of calculating the number of shares
owned and the percentage of class for each such named person, but are not
deemed outstanding for purposes of such calculations for any other named
person.
(2) Mr. Ramsay's beneficial ownership of Common Stock consists of (i) 5,916
shares of Common Stock owned directly by Mr. Ramsay, (ii) 55,000 shares of
Common Stock issuable upon the exercise of exercisable options owned
directly by Mr. Ramsay, (iii) 906,352 shares of Common Stock beneficially
owned by Ramsay Holdings, (iv) 4,721,024 shares of Common Stock beneficially
owned by Holdings Pty., which includes all shares beneficially owned by
Ramsay Holdings, and (v) 5,519,270 shares of Common Stock beneficially owned
by Hospitals Pty., which includes all shares beneficially owned by Ramsay
Holdings and Holdings Pty. The shares beneficially owned by Ramsay Holdings
consist of 906,352 shares of Common Stock owned of record by Ramsay
Holdings. The shares beneficially owned by Holdings Pty. consist of
3,731,339 shares of Common Stock owned of record by Holdings Pty., 83,333
shares of Common Stock issuable upon the exercise of exercisable warrants to
purchase shares of Common Stock held by Holdings, Pty. and the 906,352
shares of Common Stock beneficially owned by Ramsay Holdings. The shares
beneficially owned by Hospitals Pty. consist of 751,024 shares of Common
Stock owned of record by Hospitals Pty., 47,222 shares of Common Stock
issuable upon the exercise of exercisable warrants to purchase shares of
Common Stock held by Hospitals Pty. and the 4,721,024 shares of Common Stock
beneficially owned by Holdings Pty.
(3) These shares are included in the beneficial ownership of Paul J. Ramsay and
are included in footnote (2) above.
(4) Information as to the holdings of Heartland Advisors, Inc. ("HAI") is based
upon a report on Schedule 13G filed with the Securities and Exchange
Commission. Such report indicates that HAI owned no shares with sole voting
power and 750,400 shares with sole dispositive power. Such report indicates
that HAI is an investment adviser registered under the Investment Advisers
Act of 1940.
(5) Includes 68,889 shares of Common Stock issuable upon the exercise of
exercisable options to purchase shares of Common Stock held by Mr. Lamela
and 152,237 shares of Common Stock issuable upon the exercise of exercisable
warrants to purchase shares of Common Stock held by Mr. Lamela.
(6) Information as to the holdings of Dauphin Capital Partners I, LP ("Dauphin")
is based upon a report on Schedule 13D filed with the Securities and
Exchange Commission. Such report indicates that Dauphin owned 444,444 shares
with sole voting power and sole dispositive power.
(7) Includes 13,333 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock held by Mr.
Beam.
(8) Represents 9,999 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock held by Mr.
Cabrera.
(9) Represents 50,000 shares of Common Stock issuable upon the exercise of
exercisable options to purchase shares of Common Stock held by Mr. Cibran
and 5,833 shares of Common Stock issuable upon the exercise of currently
exercisable warrants to purchase shares of Common Stock held by Mr. Cibran.
(10) Includes 6,666 shares of Common Stock issuable upon the exercise of
exercisable options to purchase shares of Common Stock held by Ms. Diaz and
16,930 shares of Common Stock issuable upon the exercise of exercisable
warrants to purchase shares of Common Stock held by Ms. Diaz.
14
<PAGE> 17
(11) Includes 38,333 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock held by
Mr. Evans.
(12) Includes 1,666 shares of Common Stock held in a Keough Plan for the benefit
of Mr. Haythe and 15,000 shares of Common Stock issuable upon the exercise
of currently exercisable options to purchase shares of Common Stock held by
Mr. Haythe.
(13) Includes 33,333 shares of Common Stock issued in connection with the
Company's acquisition of The Rader Group, Inc. in December 1998.
(14) Represents 9,444 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock held by
Mr. Rico.
(15) Includes 11,666 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock held by
Mr. Shulman.
(16) Includes 15,000 shares of Common Stock issuable upon the exercise of
currently exercisable options to purchase shares of Common Stock held by
Mr. Siddle.
2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, the Board of Directors has
reappointed Deloitte & Touche as independent auditors to audit the financial
statements of the Company for the current fiscal year.
Representatives of the firm of Deloitte & Touche are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
The Audit Committee and the Board of Directors recommend the shareholders
vote "FOR" such ratification.
3. OTHER MATTERS
The Board of Directors does not know of any other matters that may be
brought before the Meeting. However, if any such other matters are properly
presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with their best judgment on such matters.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next Annual Meeting
of Stockholders of RYS must be received by RYS at its principal executive
offices by December 31, 2000 in order to be considered for inclusion in RYS'
proxy statement relating to such meeting. In the event that a stockholder fails
to notify RYS by February 9, 2001 of an intent to be present at RYS' 2001 Annual
Meeting of Stockholders in order to present a proposal for a vote, RYS will have
the right to exercise its discretionary authority to vote against the proposal,
if presented, without including any information about the proposal in its proxy
materials.
April 17, 2000
15
<PAGE> 18
RAMSAY YOUTH SERVICES, INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS -- MAY 31, 2000
The undersigned, a stockholder of RAMSAY YOUTH SERVICES, INC., does hereby
appoint Luis E. Lamela and Bert G. Cibran, or either of them, with full power of
substitution, the undersigned's proxies, to appear and vote all shares of Common
Stock which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at the Hyatt Regency Coral Gables, Coral Gables, Florida
33134, on Wednesday, May 31, 2000 at 11:00 A.M., Eastern Standard Time, or at
any adjournment thereof, upon such matters as may properly come before the
Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby instructs said proxies or their substitutes to vote
as specified below on each of the following matters and in accordance with their
best judgment on any other matters which may properly come before the Meeting.
1. Election of Directors [ ] FOR all the nominees listed (except as
marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for the
nominees listed below.
Aaron Beam, Jr., Peter J. Evans, Thomas M. Haythe, Luis E. Lamela, Paul J.
Ramsay, Steven J. Shulman and Michael S. Siddle
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
_____________________
2. Ratification of appointment of Deloitte & Touche LLP as independent auditors
for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" EACH ITEM.
(continued on other side)
(TO BE SIGNED ON REVERSE SIDE)
(continued from other side)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED AS TO ANY OF THE ITEMS, THEY WILL BE VOTED IN FAVOR OF THE ITEM(S)
FOR WHICH NO DIRECTION IS INDICATED.
IMPORTANT: Before returning this
proxy, please sign your name or
names on the line(s) below exactly
as shown thereon. Executors,
shareholders, trustees, guardians
or corporate officers should
indicate their full titles when
signing. Where shares are
registered in the name of joint
tenants or trustees, such joint
tenants or trustees should sign.
Dated: , 2000
----------------------------------
Name
----------------------------------(L.S.)
----------------------------------(L.S.)
Stockholder(s) Sign Here
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
