<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<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>
REN CORPORATION - USA
- - --------------------------------------------------------------------------------
(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/ $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:
/ / 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
(LOGO) REN CORPORATION-USA
April 18, 1995
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders
of REN Corporation - USA (the "Company"), which will be held at 2:00 p.m. on
Thursday, June 1, 1995 at the corporate offices located at 6820 Charlotte Pike,
Nashville, Tennessee.
The Notice and Proxy Statement on the following pages contain details
concerning the business to come before the meeting. Management will report on
current operations and there will be an opportunity for discussion concerning
the Company and its activities. Please sign and return your proxy card in the
enclosed envelope to ensure that your shares will be represented and voted at
the meeting even if you cannot attend. You are urged to sign and return the
enclosed proxy card even if you plan to attend the meeting.
I look forward to personally meeting all shareholders who are able to
attend.
Sincerely,
/s/ Mats Wahlstrom
---------------------
MATS WAHLSTROM
Chairman of the Board
6820 Charlotte Pike Nashville, TN 37209 615-353-4200
<PAGE> 3
REN CORPORATION-USA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 1, 1995
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of REN
Corporation-USA (the "Company") will be held at 2:00 p.m. on Thursday, June 1,
1995 at the corporate offices located at 6820 Charlotte Pike, Nashville,
Tennessee, for the following purposes:
1. Election of the two nominees to the Board of Directors named
in this Proxy Statement;
2. Approval of a proposed amendment to the REN Corporation - USA
Employee Stock Purchase Plan;
3. Ratification of the action of the Company's Board of Directors
authorizing an increase in the number of shares of Common
Stock reserved for issuance under the Company's Non-Statutory
Stock Option Plan of 1988 from 1,000,000 to 1,750,000; and
4. Authorization of the persons named in the proxy to vote
according to their best judgment on such other matters as may
properly come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 19,
1995 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting and at any adjournment thereof.
Each shareholder who does not plan to attend the meeting is requested
to date, sign and return the accompanying proxy in the enclosed postage-paid
envelope.
By Order of the Board of Directors
/s/ Ralph Z. Levy, Jr.
----------------------
RALPH Z. LEVY, JR.
Secretary
Nashville, Tennessee
April 28, 1995
<PAGE> 4
REN CORPORATION-USA
6820 CHARLOTTE PIKE
NASHVILLE, TENNESSEE 37209
PROXY STATEMENT
FOR THE
1995 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished to the holders of the Common Stock
of REN Corporation-USA (the "Company") by the Company in connection with the
solicitation on behalf of the Board of Directors of the Company of proxies to
be used in voting at the Annual Meeting of Shareholders to be held on June 1,
1995, and at any adjournment thereof ("1995 Annual Meeting").
The enclosed proxy is for use at the 1995 Annual Meeting if the
shareholder will not be able to attend in person. Any shareholder giving a
proxy may revoke it by delivering written notice of such revocation to the
Secretary of the Company or by attending the 1995 Annual Meeting and voting at
any time before it is exercised. All shares represented by valid proxies
received pursuant to this solicitation and not revoked before they are
exercised will be voted in the manner specified therein. If no specification
is made, the proxies will be voted in favor of:
1. Election of the two nominees to the Board of Directors named in
this Proxy Statement to hold office for a term of three years and
until their successors are elected and qualified;
2. Approval of a proposed amendment to the REN Corporation - USA
Employee Stock Purchase Plan as described in the attached proxy
statement;
3. Ratification of the decision by the Board of Directors to
increase the number of shares available for issuance under the
Company's Non-Statutory Stock Option Plan of 1988 from 1,000,000
shares to 1,750,000 shares; and
4. Authorization of the persons named in the proxy to vote according
to their best judgment on such other matters as may properly come
before the meeting or any adjournment thereof.
Only the holders of Common Stock of record at the close of business on
April 19, 1995, will be entitled to vote at the 1995 Annual Meeting. On such
date, 18,921,171 shares of Common Stock were outstanding. On all proposals,
each share is entitled to one vote on each matter to be voted upon at the
meeting. A majority of the shares of Common Stock is required to be
represented to constitute a quorum. Abstentions and broker non-votes on return
proxies and ballots will be counted as neither FOR nor AGAINST a matter or
nominee. Any proxy given by a shareholder may be revoked by a later-dated
proxy.
<PAGE> 5
All expenses of the 1995 Annual Meeting, including the cost of
soliciting proxies, will be borne by the Company. The Company may reimburse
persons holding stock in their names for others, or holding stock for others
who have the right to give voting instructions (such as brokers, banks,
fiduciaries and nominees), for such persons' reasonable expenses in forwarding
proxy material to their principals. The address of the Company's principal
executive office and the Company's mailing address is 6820 Charlotte Pike,
Nashville, Tennessee 37209 and the telephone number of its principal executive
office is (615) 353-4200. This Proxy Statement and the accompanying proxy are
first being mailed on or about April 28, 1995.
PROPOSAL 1:
ELECTION OF DIRECTORS
The Company's By-Laws authorize the Board of Directors from time to
time to determine the number of its members and provide for three classes of
directors, each member of which serves a three-year term. The current
composition of the Board and the expiration of each director's term are as
follows:
<TABLE>
<CAPTION>
1995 1996 1997
<S> <C> <C>
J. Kenneth Jacobs, M.D. Mats Wahlstrom Lawrence J. Centella
Juha P. Kokko, M.D., Ph.D. Herbert S. Lawson Jan Gustavsson
</TABLE>
At the 1995 Annual Meeting, the terms of Drs. Jacobs and Kokko will
expire. The Company's By-Laws provide that successors to those directors whose
terms have expired are required to be elected by shareholder vote. Two
directors, who will serve three-year terms and until their respective
successors are elected and qualified, will be elected at the 1995 Annual
Meeting. Shares represented by the enclosed proxy will be voted FOR the
election as directors of the two nominees named below unless authority is
withheld as to either or both such persons so nominated. The affirmative vote
of a plurality of the votes cast at the 1995 Annual Meeting is required in the
election of each nominee for director. If for any reason any nominee shall not
be a candidate for election as director at the meeting, an event not now
anticipated, the enclosed proxy will be voted for such substitute as shall be
designated by the Board of Directors.
NOMINEES
J. Kenneth Jacobs, M.D. and Juha P. Kokko, M.D., Ph.D., who have
served as directors since 1986 and 1993, respectively, have been nominated by
the Board of Directors to serve as directors for three years. See
"Management."
2
<PAGE> 6
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board of Directors held a total of six meetings during 1994.
During their periods of service on the Board in 1994, the directors
collectively attended approximately 89 percent or more of the total of such
meetings and meetings of Board committees of which they were members.
The committees of the Board of Directors consist of an Audit
Committee, composed of Messrs. Lawson and Gustavsson and Drs. Jacobs and Kokko;
a Compensation Committee, composed of Mr. Lawson and Drs. Jacobs and Kokko; and
an Executive Committee, composed of Dr. Kokko and Messrs. Centella, Lawson and
Wahlstrom. During 1994, the Audit Committee met once, the Compensation
Committee met once, and the Executive Committee met once. The operations of
the Executive Committee were temporarily suspended as of April 26, 1994. In
the event of any future increase in the size of the Board of Directors, the
Executive Committee may be reactivated.
The Audit Committee is authorized by the Board of Directors to review,
with the Company's independent accountants, the annual financial statements of
the Company prior to publication; to review the work of, and approve non-audit
services performed by, such independent accountants; and to select the
independent public accountants for the ensuing year. The Audit Committee also
reviews the effectiveness of the financial and accounting functions,
organization, operations and management of the Company and its subsidiaries.
The Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of all officers of the Company and
reviews general policy matters relating to compensation and benefits of
employees of the Company. The Compensation Committee administers the Company's
stock option plan with respect to the Company's senior management.
The Executive Committee is empowered to act on behalf of the Board of
Directors to review and approve acquisitions, developments and capital
expenditures subject to certain limitations.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF DR. JACOBS AND DR. KOKKO TO SERVE AS DIRECTORS OF THE COMPANY FOR THREE
YEARS.
PROPOSAL 2:
APPROVAL OF AMENDMENT TO THE REN CORPORATION-USA
EMPLOYEE STOCK PURCHASE PLAN
3
<PAGE> 7
On April 26, 1994, the Board of Directors of the Company adopted,
subject to the approval of its shareholders, the REN Corporation-USA Employee
Stock Purchase Plan (the "Purchase Plan"), effective July 1, 1994. At the 1994
Annual Meeting of the shareholders of the Company, the shareholders of the
Company approved the Purchase Plan. The Purchase Plan is intended to encourage
stock ownership by employees of the Company, the employees of any parent or
subsidiary corporation which the Board of Directors has authorized to
participate in the Purchase Plan ("Participating Employers"), thereby
stimulating their effort on behalf of Participating Employers and their desire
to remain with Participating Employers, to provide incentive to employees of
those companies which may be acquired by the Company and to aid the Company in
competing for services of desired personnel. On January 26, 1995, the Board of
Directors of the Company adopted, subject to the approval of its shareholders,
an amendment to the Purchase Plan, effective July 1, 1995, that eliminates the
one-year waiting period which currently must be met by employees of
Participating Employers prior to eligibility to participate in the Purchase
Plan. A copy of this Amendment is attached to this Proxy Statement as Annex 1
hereto. In lieu of the one-year waiting period, all employees of Participating
Employers will be eligible to participate on the first January 1 or July 1
after compliance with the service requirement contained in the Purchase Plan.
At the 1995 Annual Meeting, the shareholders of the Company will be asked to
approve this amendment to the Purchase Plan. Approval of the proposed
amendment to the Purchase Plan by the Company's shareholders is required to
maintain the continued qualification of the Purchase Plan for favorable tax
treatment under the Internal Revenue Code, and in order for executive officers
who purchase shares to be eligible for the exemption provided by Rule 16b-3
promulgated under Section 16(b) of the Securities Exchange Act of 1934. On
April 26, 1994, the Board of Directors determined that REN Corporation - USA,
its 50% or subsidiary corporations as of the date of approval of the Purchase
Plan by the Board, and any future established 50% or more subsidiary shall be
Participating Employers in the Purchase Plan.
The Purchase Plan, which is intended to qualify under Section 423 of
the Internal Revenue Code of 1986 (the "Code"), provides that 400,000 newly
issued shares of the Company's Common Stock will be reserved for issuance upon
exercise of purchase rights granted thereunder, subject to adjustment for stock
dividends, stock splits, reverse stock splits and other like changes in the
Company's capitalization. As of December 31, 1994, 25,539 shares had been
subscribed to by participants in the Purchase Plan.
The purpose of this amendment is to enable Participating Employers to
attract personnel to perform services for the Company and to retain personnel
who formerly worked for companies which owned and operated dialysis clinics
that were acquired by the Participating Employers. The Purchase Plan is an
attractive benefit to such potential employees and should help enable
Participating Employers to retain such employees.
The participants, the level of participation and the purchase terms
are subject to the discretion of the participants and/or the terms of the
Purchase Plan and, therefore, cannot be determined in advance.
4
<PAGE> 8
VOTE REQUIRED
The adoption of this proposal will require the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the Company
voting in person or by proxy, assuming a quorum is present.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
APPROVE THE ADOPTION OF THE PROPOSED AMENDMENT OF THE REN CORPORATION - USA
EMPLOYEE STOCK PURCHASE PLAN IN THE FORM ATTACHED AS ANNEX 1 TO THIS PROXY
STATEMENT.
PROPOSAL 3:
AMENDMENT OF NON-STATUTORY STOCK OPTION PLAN OF 1988
The Company's Non-Statutory Stock Option Plan of 1988 (as amended, the
"Plan") was adopted by the Board of Directors in December 1988 and subsequently
approved by the shareholders. An aggregate of 1,000,000 shares of Common Stock
has been reserved previously for issuance under the Plan, which is not
qualified under Section 401(a) of the Internal Revenue Code. On April 25,
1995, the Board of Directors voted to increase the number of shares of Common
Stock reserved for issuance under the Plan to 1,750,000. As of March 31, 1995,
the categories and approximate numbers of persons who are currently eligible to
receive options under the Plan are: directors (5), officers (8), medical
directors (100) and employees of the Company (1,428). In consideration for the
issuance of options for the purchase of Common Stock pursuant to the Plan, the
Company receives the benefit of the service provided by each optionee.
Responsibility for administration of the Plan is divided among the
full Board of Directors (as to directors) and the Compensation Committee (as to
all other participants). The appropriate body determines the recipients and
the terms of options granted under the Plan, including the number of shares
subject to options and the dates upon which options shall be granted. The
exercise price of options granted may not be less that the market value of the
Common Stock on the date of grant. The terms of options granted under the Plan
may not exceed ten years, and no option may be assigned or transferred except
by will or by the laws of descent and distribution. All options granted under
the Plan vest in four equal annual installments commencing on the first
anniversary of the date of grant. As of March 31, 1995, (i) there were options
for 505,325 shares issued and outstanding under the Plan and options to
purchase 402,412 shares of Common Stock had been exercised, and (ii) the
aggregate market value of the 505,325 shares of Common Stock underlying the
options issued to optionees pursuant to the Plan was $8,085,200, based on the
closing price of the Company's common stock on March 31, 1995.
5
<PAGE> 9
To further attract and retain qualified management personnel through
the issuance of stock option grants under the Plan, the Board has recommended
that the shareholders ratify the increase in the number of shares reserved for
issuance under the Plan from 1,000,000 to 1,750,000 as approved by the Board of
Directors.
The recipients and the terms of options granted under the Plan,
including the number of shares subject to options, are subject to the
discretion, within the terms of the Plan, of the Compensation Committee and,
therefore, cannot be determined in advance nor can the dollar value of such
grants be determined prior to their grant.
FEDERAL INCOME TAX CONSEQUENCES
An optionee will not recognize any income and the Company will not be
entitled to any deduction upon the grant of the options under the Plan. Upon
the exercise of non-qualified options under the Plan, the optionee will
recognize ordinary income in an amount equal to the excess, if any, of the fair
market value, on the date of exercise, of the stock acquired over the exercise
price of the option. The Company will then be entitled to a tax deduction in
an amount equal to the ordinary income recognized by the recipient. Any
additional gain or loss realized by the optionee on disposition of the shares
generally will be a capital gain or loss to the optionee and will not result in
any additional tax deduction to the Company.
VOTE REQUIRED
Approval of the proposed amendment to the Company's Non-Statutory
Stock Option Plan of 1988 requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock of the Company voting in
person or by proxy, assuming a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS RATIFY THE AMENDMENT TO
INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE NON-STATUTORY
STOCK OPTION PLAN OF 1988 FROM 1,000,000 TO 1,750,000 SHARES.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that all Forms 3, 4 and
5 were timely filed by all such persons,
6
<PAGE> 10
the Company believes that all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with
during the period ended December 31, 1994, except that Mr. Lowell F. Martin
failed to file a Form 3 in a timely manner after his election as an officer of
the Company and Dr. Jacobs failed to report on a timely basis six sales of
securities by him (or by a pension plan as to which plan he had the power to
direct investments), two of which occurred on October 28, 1994, one of which
occurred on October 31, 1994 and the remainder of which occurred on the first,
fourth and fifteenth day of November, 1994, respectively.
EXECUTIVE COMPENSATION
The following tables provide information regarding the Chief Executive
Officer and the five other most highly compensated executive officers of the
Company during the year indicated with respect to (i) compensation paid or
accrued by the Company for services rendered to the Company in all capacities,
(ii) option grants during fiscal 1994, and (iii) aggregated option exercises in
fiscal 1994 and values as of December 31, 1994.
7
<PAGE> 11
Summary Compensation Table
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------
Annual Compensation Long Term
------------------- Compensation
------------
Awards
------------ All Other
Name and Principal Position Year Salary Bonus Options Compensation
- - -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Lawrence J. Centella (1) 1994 $249,999 $135,000 25,000 $ 1,249 (4)
President and CEO 1993 $123,185 - 150,000
1992 - - -
M. Stephen Harrison 1994 $165,720 $ 40,000 - $76,549 (4),(6)
Executive Vice President, 1993 $121,298 - 25,000 $ 840 (5)
1992 $108,333 $ 21,205 10,000
Ralph Z. Levy, Jr.(2) 1994 $156,538 $ 40,000 10,000 $ 1,249 (4)
Executive Vice President 1993 $146,058 - 5,000
General Counsel, Secretary 1992 $ 23,750 $ 4,600 52,500
Lowell F. Martin (3) 1994 $131,115 $ 35,000 10,000 $ 1,092 (4)
Vice President of Managed Care 1993 $ 40,000 - 10,000
1992 - - -
Bradley S. Wear 1994 $124,999 $ 31,250 20,000 $33,541 (4),(6)
Senior Vice President, Chief 1993 $121,295 - - $ 1,200 (5)
Financial Officer, Treasurer 1992 $110,000 $ 18,000 40,000
- - -------------------------------------------------------------------------------------------------
</TABLE>
(1) The named executive was employed by the Company beginning in July 1993.
(2) The named executive was employed by the Company beginning in November 1992.
(3) The named executive was employed by the Company beginning in November 1993.
(4) Reflects amounts paid by the Company as unvested contributions for the
named executives under the Company's 401(k) Benefit Plan.
(5) Reflects amounts paid by the Company in the respective fiscal years under a
"split-dollar" insurance arrangement.
(6) Includes profit from exercises of Stock Options in 1994. See "Value
Realized" in the Option Values at December 31, 1994 table on page 9 of this
Proxy Statement for the profit derived from exercise of stock options in
1994.
8
<PAGE> 12
Options Granted in Fiscal Year 1994
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------
Individual Grants
- - ------------------------------------------------------------------------------------------------------------------------
Potential realizable value at assumed
Percent of total annual rates of stock price
options granted appreciation for option term
Options to employees in Exercise or Expiration -------------------------------------
Name Granted fiscal year base price (1) Date 5% 10%
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence J. Centella 25,000 25.6% $ 8.88 07/14/2004 $139,615 $353,811
Ralph Z. Levy, Jr. 2,500 2.6% $ 8.75 06/30/2004 $ 13,757 $ 34,863
7,500 7.7% $13.19 12/31/2004 $ 62,213 $157,661
M. Stephen Harrison - - - - - -
Bradley S. Wear 20,000 20.5% $20.00 09/30/2004 $ 0 $131,717
Lowell F. Martin 10,000 10.3% $12.88 11/15/2004 $ 81,002 $205,274
- - ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The stock price on September 30, 1994 was $10.25. All options other than
that issued to Mr. Wear were priced at the stock price at the date of the
grant.
Options Values at December 31, 1994
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
Shares Number of Unexercised Value of Unexercised In-the-Money
Acquired Options at Fiscal Year-end Options at Fiscal Year-end (2)
on Value ---------------------------------------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- - -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence J. Centella - - 37,500 137,500 $161,625 $592,625
Ralph Z. Levy, Jr. - - 27,500 40,000 $ 46,587 $ 66,363
Stephen Harrison 10,000 $65,300 11,250 26,250 $ 26,938 $100,963
Bradley S. Wear 5,000 $33,450 45,000 50,000 $199,150 $ 98,800
Lowell F. Martin - - 2,500 17,500 $ 10,775 $ 35,425
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(2) Based on a year-end stock price of $13.19 calculated as the average of the
bid and ask prices for December 30, 1994 as reported by NASDAQ.
9
<PAGE> 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDERS PARTICIPATION IN COMPENSATION
DECISIONS
The members of the Compensation Committee of the Company's Board of Directors
are Drs. Jacobs and Kokko and Mr. Lawson. There are no interlocks among the
members of the Compensation Committee and there is no insider participation in
compensation decisions.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of the executive officers of the
Company. Such recommendations are then considered by the Board of Directors of
the Company, which must approve, reject, or modify the recommendations of the
Compensation Committee. In addition, the Compensation Committee administers
the Plan.
Mr. Herbert S. Lawson, and Drs. J. Kenneth Jacobs and Juha P. Kokko served on
the Company's Compensation Committee during the period April 26, 1994 through
December 31, 1994. Prior to that date, the Compensation Committee consisted of
Dr. Jacobs and Messrs. Lawson, D. Barry Reardon and Samuel J. Scialabba. Mr.
Reardon resigned from the Board of Directors on March 23, 1994; Mr. Scialabba
resigned from the Board of Directors on April 26, 1994.
The policies which are adopted by the Compensation Committee attempt to enable
the Company to achieve overall targeted performance levels through the payment
of annual base salary, cash bonuses and the granting of stock options.
The specific goals which the Compensation Committee intends to foster in the
Company's executive officers through its compensation polices are the
encouragement of the efforts of such officers of the Company in achieving
corporate performance goals and, to a lesser extent, the reward of the
achievements of the individual executive officers in their supervision of the
operation of the respective departments over which they are responsible. Bonus
compensation payable to all but the Chief Executive Officer is approved
annually by the Board of Directors based on the Compensation Committee's review
of these factors, the recommendations of the Chief Executive Officer and the
Committee's consideration of the total compensation otherwise payable to the
executive officer in question.
Effective as of July 14, 1993, Mr. Centella, who is the Company's Chief
Executive Officer, entered into an Employment Agreement with the Company. This
agreement, which expires on December 31, 1996, provides for base compensation
of $250,000 for the first year of his employment by the Company and requires
the Company to pay an annual bonus equal to a prespecified percentage of Mr.
Centella's base compensation based on the Company's achievement of certain
annually determined levels of consolidated return on capital employed ("ROCE")
for each year of his Employment Agreement. This Agreement may be renewed
10
<PAGE> 14
through December 31, 1999 at the option of the Company. For an explanation of
the detailed method by which Mr. Centella's annual bonus is computed, see
"Executive Employment and Bonus Agreements." The formula method for
determination of the annual bonus payable to the Chief Executive Officer of the
Company enables a high proportion of Mr. Centella's total compensation to be
tied to the performance of the Company as measured by ROCE. Because the
Compensation Committee believes that ROCE has historically had a direct
correlation with the price of the Company's stock, this formula method is an
attempt to closely align the performance of the Company's stock with Mr.
Centella's bonus compensation.
The base compensation payable to three of the other executive officers of the
Company is provided in Employment Agreements. By entering into these
Employment Agreements (which generally have initial terms of two or three
years), the Company was able to fix by advance agreement the base compensation
payable to such executive officers and such agreements generally contain
provisions by which such executive officers agree not to compete with the
Company in the event of termination of employment of the individual employees.
At the time of their execution, the Compensation Committee felt that these
Employment Agreements benefitted the Company by assuring the continuing
performance of services for the Company of these executive officers based on
the term of such Employment Agreements and the resulting legal commitment
imposed upon such officers to continue to provide services to the Company
pursuant to these contracts.
In 1994, the Compensation Committee reexamined the underlying philosophy behind
the utilization of long term employment agreements to attract and to retain
senior members of management. At its August 25, 1994 meeting, the Committee
determined to discontinue the use of long term employment contracts and instead
determined to enter into severance arrangements with members of its management.
In this manner, the Company would not be obligated to long-term contracts with
members of management. The intent of a severance agreement would be to provide
for the payment of an agreed upon payment to any member of management whose
employment is terminated by the Company without cause. Receipt of this
severance package in the event of termination without cause should be
sufficient protection to a newly hired employee in the event of termination of
such person's employ without cause. The annual compensation payable to each
signatory of such an agreement would be reexamined on an annual basis in
conjunction with a common review of compensation payable to all members of
management. As of the date of this proxy, no severance agreements of this type
have been signed.
The targeted levels of overall compensation payable by the Company to its
executive officers (whether payable under employment agreements or otherwise)
are intended to be consistent with compensation offered by other publicly
traded health care companies to senior managers with comparable experience and
responsibilities. However, because a component of the annual compensation
payable to these individuals consists of annual bonuses which are, in part,
dependent on the Company's annual performance, the actual compensation paid to
each of these officers in any particular year may be above or below the
Company's competitors. During 1994, four of the Company's executive officers
received base compensation increases. The increase in
11
<PAGE> 15
annual base compensation paid during 1994 to two of these officers was in the
amount specified in such officer's employment agreement. The increases during
1994 in annual compensation paid to another officer resulted from such person's
election as an officer of the Company and his assumption of additional duties
during such year. The increase in annual base compensation paid to the fourth
officer of the Company was made in accordance with the annual review of
compensation payable to such officer in accordance with the terms of the offer
of employment made to such officer, which offer was approved by the
Compensation Committee and the Board of Directors of the Company.
An important component of the compensation of the executive officers of the
Company arises from grants of stock options to such officers under the
Company's Non-Statutory Stock Option Plan of 1988. In making decisions as to
individual grants of stock options to the executive officers of the Company,
the Compensation Committee will consider various factors, including the
recommendations of the Chief Executive Officer, the performance of the Company
based on achievement of targeted performance levels, the Committee's subjective
assessment of the performance of such individuals, the total number of stock
options already granted to such executive officers and the contractual
commitments, if any, to grant options of the Company to such individuals in the
future. The Compensation Committee believes that the ability to grant stock
options to key personnel of the Company is a factor in the ability of the
Company to attract and retain senior management personnel.
The above report is submitted by the Compensation Committee of the Company's
Board of Directors:
J. KENNETH JACOBS, M.D. JUHA P. KOKKO, M.D., PH.D. HERBERT S. LAWSON
COMPARATIVE COMPANY PERFORMANCE
The following line graph compares cumulative total shareholder return
for the Company with a performance indicator of the overall stock market, the
NASDAQ Stock Market (U.S.), and a nationally recognized industry index, the
NASDAQ Health Services Stocks, since the Company went public in November 1989.
12
<PAGE> 16
Comparison of Cumulative Total Return
Among REN Corporation-USA, NASDAQ Stock Market (U.S.)
and the NASDAQ Health Services Stocks
(GRAPH)
<TABLE>
<CAPTION>
REN Corporation-USA Nasdaq Stock Market (U.S.) Nasdaq Health Services Stocks
<S> <C> <C> <C>
12/89 $100 $100 $100
12/90 $ 46 $ 85 $116
12/91 $111 $136 $258
12/92 $200 $159 $267
12/93 $115 $182 $309
12/94 $193 $178 $332
</TABLE>
Assumes $100 invested on December 29, 1989. Assumes dividends reinvested.
Closing price of the Common Stock on December 29, 1989 and at December 31,
1990, 1991, 1992, 1993 and 1994 was $6.875, $3.125, $7.625, $13.75, $7.875 and
$13.19, respectively.
COMPENSATION OF DIRECTORS
The Chairman of the Company's Board of Directors receives annual
compensation of $40,000 per year. All other directors currently receive
$20,000 per year for service as a member of the Board of Directors. In
addition, each Board member receives $2,500 for each Board Meeting attended in
person and $1,000 for each committee meeting attended in person. Directors are
also reimbursed for expenses incurred in attendance at such meetings and they
are further compensated for special assignments delegated by the Board of
Directors. Dr. Kokko currently receives $4,000 per month for consulting
services rendered to the Company. At present, directors are entitled to
participate in the Plan, and two directors who are not executive officers have
each been granted options to purchase 10,000 shares of Common Stock.
STOCK OPTIONS
The Company's Non-Statutory Stock Option Plan of 1988 (the "Plan") was
adopted by the Board of Directors in December 1988 and subsequently approved by
the shareholders. An aggregate of 1,000,000 shares of Common Stock previously
has been reserved for issuance under the Plan, which is not qualified under
Section 401(a) of the Internal Revenue Code. At the 1995 Annual Meeting, the
shareholders will be asked to approve an increase in the number of shares
available for issuance under the Plan from 1,000,000 shares to 1,750,000
shares. Directors,
13
<PAGE> 17
officers, medical directors and employees of the Company and its subsidiaries
are eligible to receive options under the Plan.
Responsibility for administration of the Plan is divided among the
full Board of Directors (as to directors) and the Compensation Committee (as to
all other participants). The appropriate body determines the recipients and
the terms of options granted under the Plan, including the number of shares
subject to options and the dates upon which options shall be granted. The
exercise price of options granted may not be less than the market value of the
Common Stock on the date of grant. The terms of options granted under the Plan
may not exceed ten years, and no option may be assigned or transferred except
by will or by the laws of descent and distribution. All options granted under
the Plan vest in four equal annual installments commencing on the first
anniversary of the date of grant. As of March 31, 1995, options to purchase
402,412 shares of Common Stock had been exercised.
DEFERRED COMPENSATION PLANS
The Company has adopted an Unfunded Deferred Compensation Plan which
permits individuals identified by the Compensation Committee of the Board of
Directors to elect to defer the receipt of all or any portion of any cash or
stock bonus payable to them pursuant to their compensation arrangements with
the Company. Amounts deferred by a participant in each year are converted on
December 31 of that year into the number of shares of Common Stock determined
by dividing the amount of compensation deferred for such year by the fair
market value of the Common Stock on such date. Distribution of the Common
Stock accrued in each participant's account commences upon termination of the
deferral period selected by the participant or, if earlier, upon a change in
control of the Company or on the December 31 following the date the participant
dies or becomes disabled. Each participant may elect to receive distributions
of the Common Stock either in a lump sum or in equal annual installments over
such period as the participant may elect. To date the Compensation Committee
has not designated any participants. This Plan was terminated by the Board of
Directors of the Company on April 26, 1994.
At the August 25, 1994 meeting of its Board of Directors, the Company
adopted the Deferred Compensation Plan for Key Employees, effective January 1,
1995. Under this plan (the "1995 Deferred Compensation Plan"), certain
employees of the Company and any affiliated or related company could elect to
defer the receipt of not less than five (5%) no more than forty (40%) of the
total aggregate compensation otherwise payable by that employee's employer to
such employee in any year. Amounts deferred are invested in the manner
selected by the Company or, if so elected by the participant, in one or more of
the investment options available to participants in the Company's Savings and
Profit Sharing Plan. The sums credited to a participant's account are
distributed on the effective date of a distribution election as selected by a
participant or on his or her earlier death. A participant may elect to receive
distributions either in a lump sum or in equal annual installments over three
or five years. As of January 1, 1995, one officer of the Company had elected
to participate in the 1995 Deferred Compensation Plan.
14
<PAGE> 18
EXECUTIVE EMPLOYMENT AND BONUS AGREEMENTS
Effective as of July 14, 1993, Mr. Centella, who is the Company's
Chief Executive Officer, entered into an Employment Agreement with the Company.
This agreement, which expires on December 31, 1996, provides for base
compensation of $250,000 for the first year of his employment by the Company
and requires the Company to pay an annual bonus equal to a prespecified
percentage of Mr. Centella's base compensation based on the Company's
achievement of certain annually determined levels of ROCE for each year of his
Employment Agreement. This Agreement may be renewed through December 31, 1999
at the option of the Company. For any year in which the Company achieves at
least 85% of the ROCE which has been targeted by the Board of Directors of the
Company for such year, Mr. Centella's bonus for such year will be equal to: (1)
$87,500 multiplied by a fraction equal to the percentage by which the Company's
ROCE for such year exceeds 85% of the Company's targeted ROCE for such year,
divided by 15%, provided however that in no event shall such bonus exceed
$87,500; or (2) if the Company's ROCE for such year exceeds 100% of the
Company's targeted ROCE for such year, then Mr. Centella shall be entitled to
an additional bonus equal to $75,000 multiplied by a fraction having a
numerator equal to 100 times the percentage by which the Company's ROCE for
such year exceeds the Company's targeted ROCE for such year and a denominator
of 3, provided that in no event shall such additional bonus exceed $75,000.
For 1994, Mr. Centella would have been entitled to a bonus of $106,500 under
this formula for determination of his bonus. However, in light of the dramatic
improvement of the results of operations of the Company during 1994, the Board
of Directors at its January 26, 1995 meeting elected to pay Mr. Centella a
bonus of $135,000 for services rendered in 1994. The Employment Agreement
requires the Company and the Chief Executive Officer to review the base
compensation and the bonus level payable to him during the first quarter of
1995 and each year thereafter and to make such annual changes as are agreed to
be made. This review did not result in any changes in base compensation or
bonus formula method with respect to 1995.
Mr. Centella's Employment Agreement also contains an in-term and a one
year post-term covenant not to compete and provides for the payment of
termination compensation equal to one year of base compensation in the event of
termination of the agreement for any reason except for cause. In addition,
effective as of the date of his employment by the Company, Mr. Centella was
granted options to purchase 150,000 shares of the Company's common stock based
on the closing price of the Company's common stock on December 2, 1993, the
date of approval of the issuance of such options by the Compensation Committee.
As of the first anniversary of his employment with the Company, Mr. Centella
was granted options to purchase an additional 25,000 shares of the Company's
common stock. At the end of the second year of his employment, the Company
will issue Mr. Centella options to purchase an additional 25,000 shares of the
Company's common stock. All options which are required to be issued under Mr.
Centella's Employment Agreement will be issued under the Company's
Non-Statutory Stock Option Plan of 1988.
15
<PAGE> 19
In addition, pursuant to Mr. Centella's Employment Agreement, the
Company reimburses Mr. Centella for the premiums paid by him on a life
insurance policy owned by Mr. Centella on his life, and the Company provides
Mr. Centella with standard health insurance and disability insurance.
CERTAIN TRANSACTIONS
The Company has a six-year supply agreement with COBE Laboratories,
Inc. ("COBE"), pursuant to which, subject to certain restrictions, the Company
agreed to purchase 75% of its requirements for renal dialysis machines and 100%
of the associated blood line supplies on terms no less favorable than are
offered to third parties. During 1994, the Company incurred $7,845,189 for
equipment and supplies to COBE which owns 53.0% of the Company's outstanding
voting stock and has the right to designate a majority of the members of the
Board of Directors. In addition, during 1994 the Company incurred $161,809 for
director fees and other expense reimbursements to COBE.
During 1994 the Company incurred $631,943 for travel expense arranged
through a travel agency in which a partner is the spouse of a director of the
Company.
16
<PAGE> 20
VOTING SECURITIES OUTSTANDING
The following table sets forth certain information, as of March 31,
1995, concerning beneficial ownership of the Company's Common Stock by (i) each
person who is known by the Company to be the beneficial owner of more than 5%
of the Common Stock, (ii) each director of the Company, (iii) each officer
named in the Summary Compensation Table under the heading "Executive
Compensation", and (iv) all directors and executive officers of the Company as
a group. The Company believes that the beneficial owners of the Common Stock
listed below, based on information furnished by such owners, have sole voting
and investment power with respect to such shares, subject to the information
contained in the footnotes to the table below.
<TABLE>
<CAPTION>
Name of Percentage of
Beneficial Owner Shares Owned Outstanding Shares
- - ---------------- ------------ ------------------
<S> <C> <C>
COBE Laboratories, Inc. (1) . . . . . . . . . . . . . . . 10,036,221 53.0%
1185 Oak Street
Lakewood, CO 80215
Lawrence J. Centella . . . . . . . . . . . . . . . . . . 5,666 *
Ralph Z. Levy, Jr. . . . . . . . . . . . . . . . . . . . 1,066 *
M. Stephen Harrison . . . . . . . . . . . . . . . . . . . 1,066 *
Bradley S. Wear . . . . . . . . . . . . . . . . . . . . . 416 *
Lowell F. Martin . . . . . . . . . . . . . . . . . . . . 881 *
Jan Gustavsson (2) . . . . . . . . . . . . . . . . . . . 10,036,221 53.0%
Magistratsvagen 16, Box 10101
S-220 10 Lund, Sweden
J. Kenneth Jacobs, M.D. . . . . . . . . . . . . . . . . 76,100 *
Juha P. Kokko, M.D. . . . . . . . . . . . . . . . . . . . - -
Herbert S. Lawson (3) . . . . . . . . . . . . . . . . . . 10,037,721 53.1%
1185 Oak Street
Lakewood, CO 80215
Mats Wahlstrom (3) . . . . . . . . . . . . . . . . . . . 10,038,721 53.1%
1185 Oak Street
Lakewood, CO 80215
All Officers and Directors as
a Group (13 persons). . . . . . . . . . . . . . . . . 10,135,416 53.6%
</TABLE>
- - ---------------------
* Less than one percent.
(1) Based on publicly-available information, COBE is a direct wholly-owned
subsidiary of Gambro GmbH a German corporation, which is a direct
wholly-owned subsidiary of Gambro AB, a Swedish corporation. Shares
representing approximately 58.5% of the total voting power of Gambro
AB are held by Incentive AB, a Swedish corporation.
17
<PAGE> 21
(2) Includes 10,036,221 shares of Common Stock owned by COBE, which is a
wholly-owned subsidiary of Gambro GmbH, a German corporation, which is
a wholly-owned subsidiary of Gambro AB, a Swedish corporation. Mr.
Gustavsson is an employee of Gambro AB. Mr. Gustavsson disclaims any
beneficial ownership of such shares.
(3) Includes 10,036,221 shares of Common Stock owned by COBE, of which
Messrs. Lawson and Wahlstrom, who are directors of the Company, are
employees. Messrs. Lawson and Wahlstrom disclaim any beneficial
ownership of such shares.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information with respect to the
executive officers and directors of the Company:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Lawrence J. Centella (1) . . . . . . . . . . . . 54 President, Chief Executive Officer
and Director
Ralph Z. Levy, Jr. . . . . . . . . . . . . . . . 43 Executive Vice President, General
Counsel and Secretary
M. Stephen Harrison . . . . . . . . . . . . . . . 51 Executive Vice President
Bradley S. Wear . . . . . . . . . . . . . . . . . 37 Senior Vice President, Treasurer
and Chief Financial Officer
Lowell F. Martin . . . . . . . . . . . . . . . . 48 Vice President of Managed Care
Philip Marzullo . . . . . . . . . . . . . . . . . 50 Vice President and Chief
Information Officer
Glen R. Kielley . . . . . . . . . . . . . . . . . 51 Vice President of Human Resources
Brian A.J. Walters, Ph.D. . . . . . . . . . . . . 48 Vice President of Quality Assurance
and Laboratory Operations
Stephen M. Brown . . . . . . . . . . . . . . . . 47 Controller
Jan Gustavsson (2) . . . . . . . . . . . . . . . 48 Director
J. Kenneth Jacobs, M.D. (2)(3). . . . . . . . . . 64 Director
Juha P. Kokko, M.D. (1)(2)(3) . . . . . . . . . . 58 Director
Herbert S. Lawson (1)(2)(3) . . . . . . . . . . . 46 Director
Mats Wahlstrom (1) . . . . . . . . . . . . . . . 40 Chairman of the Board
</TABLE>
- - -------------
(1) Member of the Executive Committee of the Board of Directors.
(2) Member of Audit Committee of Board of Directors.
(3) Member of Compensation Committee of Board of Directors.
18
<PAGE> 22
Lawrence J. Centella. Mr. Centella has served as President and Chief
Executive Officer of the Company since July 1993. From July 1990 to July 1993,
Mr. Centella was President of COBE Renal Care, Inc., a subsidiary of COBE
Laboratories, Inc. From April 1989 to June 1990, Mr. Centella was President of
Gambro-Hospal, Inc., a manufacturer and distributor of renal care products. For
the ten years prior to April 1989, he was President of LADA International,
Inc., a distributor of specialty hospital equipment products.
Ralph Z. Levy, Jr. Mr. Levy has served as the Company's Executive Vice
President, General Counsel and Secretary since November 1992. Prior to joining
the Company, Mr. Levy was, from July 1978 to October 1992, a partner with
Wyatt, Tarrant, Combs, Gilbert and Milom, a Nashville, Tennessee and
Louisville, Kentucky based law firm.
M. Stephen Harrison. Mr. Harrison has served as Executive Vice
President of the Company since September 1993. From July 1990, he had served
as Vice President Corporate Development of the Company. From December 1988
until joining the Company, he was President of New South Securities Inc., a
company dealing in commercial real estate syndication. Mr. Harrison was
President of Raintree Investment Inc., a residential and commercial real estate
business, from April 1986 to December 1988. He served as President and
co-owner of Dialysis Affiliates, Inc. from January 1979 to May 1985. From
April 1975 to December 1978, he was employed by Community Dialysis Centers (now
VIVRA), where he reached the position of Senior Vice President.
Bradley S. Wear. Mr. Wear has served as Senior Vice President, Chief
Financial Officer of the Company since September 1991 and as Treasurer since
April 1992. Mr. Wear was a Business Controller for Gambro AB, the parent of
COBE Laboratories, Inc. from April 1991 until joining the Company. Prior to
that, he served as Manager of Internal Audit and Operations Analysis for COBE
from October 1989 to April 1991 and as Audit Supervisor for Coopers and Lybrand
from November 1986 to October 1989.
Lowell F. Martin. Mr. Martin has served as Vice President of Managed
Care of the Company since January, 1995. From November 1993, he had served as
Vice President of Operations of the Company. From June 1990 until joining the
Company, Mr. Martin served first as Vice President of Operations and then
Executive Vice President and Chief Financial Officer of Heritage Imaging
Corporation, a Nashville, Tennessee based provider of medical imaging services.
He served also as Chief Executive Officer of HealthMaster, Inc., a Nashville
health maintenance organization, from September 1985 to January 1990.
Philip Marzullo. Mr. Marzullo has served as Vice President and Chief
Information Officer of the Company since May 1993. From October 1986 to
November 1992, he
19
<PAGE> 23
served as Director of Management Information Systems for Lehigh Press, Inc., a
graphic arts and printing company located in Cherry Hill, New Jersey.
Glen R. Kielley. Mr. Kielley has served as Vice President of Human
Resources of the Company since February 1995. From May 1983 until joining the
Company, Mr. Kielley served as Director of Human Resources of Wisconsin Power
and Light Company in Madison, Wisconsin. He served as Vice President of Human
Resources of Madison-Kipp Corporation, a manufacturing firm in the electronics
and die casting business, from 1973 to 1983. From 1968 to 1973, he was
employed by Ray-O-Vac Corporation, a battery manufacturer in Wisconsin.
Brian A.J. Walters, Ph.D. Dr. Walters is currently Vice President of
Laboratory Operations and Quality Assurance. Dr. Walters came to REN
Corporation in 1992 from Beth Israel Medical Center in New York where he was
Director of Microbiology. He received his Ph.D. in Microbiology from New York
University, and has been associated with the healthcare industry for 22 years,
12 of which were in Australia.
Stephen M. Brown. Mr. Brown has served as Controller of the Company
since July 1991. From November 1988 to July 1991, Mr. Brown was Corporate
Controller for Mycor, Inc., a Nashville-based real estate and property
management firm. From September 1985 to November 1988, he was Group Controller
for The Freeman Companies, a real estate and property management firm located
in Nashville, Tennessee.
Jan Gustavsson. Mr. Gustavsson has served as a director of the Company
since April 1993. In March 1993, Mr. Gustavsson was appointed Chief Financial
Officer of Gambro AB. From October 1989 to March 1993, he was Chief Financial
Officer of Getinge AB, a multinational Swedish medical and technical company.
From December 1986 to October 1989, Mr. Gustavsson was Chief Financial Officer
of Akerlund & Rausing, a packaging company which is part of Swedish Match.
J. Kenneth Jacobs, M.D. Dr. Jacobs has served as a director of the
Company since its organization. Dr. Jacobs has been in the private practice of
medicine since 1963, specializing in general, vascular and thoracic surgery.
He currently is Clinical Professor of Surgery at Vanderbilt University School
of Medicine and President of St. Thomas Surgical Group, P.C. in Nashville.
Juha P. Kokko, M.D. Dr. Kokko has served as a director of the Company
since September 1993. He is Professor of Medicine of the Emory University
School of Medicine in Atlanta, Georgia and has served as Chairman of the
Department of Medicine of that institution since 1986.
Herbert S. Lawson. Mr. Lawson has served as a director of the Company
since October 1992. From 1981 to July 1982, he served as Director of Taxes of
COBE
20
<PAGE> 24
Laboratories, Inc. Since July 1982, Mr. Lawson has been Vice President and
Treasurer of COBE Laboratories, Inc.
Mats Wahlstrom. Mr. Wahlstrom was appointed Director of the Company
in May 1991. Since 1985, he served as Chief Financial Officer of Gambro, AB,
becoming its Executive Vice President in March 1993. In June 1990, he was
elected a director of COBE and was appointed its Executive Vice President; in
May 1991 he became its President.
Pursuant to the Stock Purchase Agreement between the Company and COBE,
dated as of May 11, 1991, as amended, COBE has the right to designate a
majority of the Company's Board of Directors. In accordance with the By-Laws of
the Company, the Board of Directors of the Company has determined that the
Board of Directors be comprised of six (6) directors. Thus, COBE has the right
to designate four (4) members. Messrs. Gustavsson, Lawson and Wahlstrom are
the designated COBE members of the Company's Board of Directors.
INFORMATION CONCERNING INDEPENDENT AUDITORS
The Board of Directors has authorized the Audit Committee to select
the Company's independent auditors for the fiscal year ending December 31,
1995. The Audit Committee has selected the firm of Ernst & Young, CPA's to
serve as the Company's independent auditors for the fiscal year ending December
31, 1995.
On July 15, 1994, effective as of that date, the Company engaged the
firm of Ernst & Young as its independent auditors for the fiscal year ended
December 31, 1994, to replace the firm of KPMG Peat Marwick, whose engagement
was terminated. KPMG Peat Marwick served as the Company's independent auditors
for the fiscal year ending December 31, 1993, and had performed this function
for the Company since November 28, 1990. The decision to change auditors was
approved by the Audit Committee and by the Board of Directors of the Company.
In connection with the audits of the Company's consolidated financial
statements for the fiscal years ended December 31, 1992 and 1993, and in the
period from January 1, 1994, to July 14, 1994, there were no disagreements with
KPMG Peat Marwick on any matters of accounting principles or practices,
financial statement disclosures or auditing scope and procedures which, if not
resolved to the satisfaction of KPMG Peat Marwick, would have caused KPMG Peat
Marwick to make reference to the matter in its reports. During the same
periods, KPMG Peat Marwick did not advise the Company of the occurrence of any
reportable events as defined under 304(a)(1)(v) of Regulation S-K.
21
<PAGE> 25
The report of KPMG Peat Marwick, dated January 25, 1994, on the
Company's consolidated financial statements for the fiscal years ended December
31, 1992 and 1993, did not contain any adverse opinion or disclaimer, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
Prior to engaging Ernst & Young, the Company did not consult with
Ernst & Young, CPA's regarding (i) the application of accounting principles to
a specific proposed or completed transaction, (ii) the type of audit opinion
that might be rendered on the Company's financial statements, or (iii) the
subject matter of any disagreements or "reportable events" with KPMG Peat
Marwick.
Representatives of Ernst & Young and of KPMG Peat Marwick will be
present at the meeting and will have the opportunity to make a statement, if
they desire to do so, and will be available to respond to appropriate questions
at that time.
OTHER MATTERS
Although the Board of Directors knows of no other proposals to be
presented for consideration at the meeting, any such other matters properly
before the meeting will be voted upon by the persons named in the proxy
according to their best judgment.
Any shareholder who wishes to present a proposal for consideration at
the 1996 Annual Meeting must submit such proposal in accordance with the rules
promulgated by the Securities and Exchange Commission. In order for a proposal
to be included in the proxy statement relating to the 1996 Annual Meeting, the
shareholder must notify the Company of his or her intention to do so and submit
such proposal in writing to the Company to be received by it no later than
December 1, 1995. Such notice and proposal should be addressed to Ralph Z.
Levy, Jr., Secretary, REN Corporation-USA, 6820 Charlotte Pike, Nashville,
Tennessee 37209.
A copy of the Company's 1994 Annual Report to Shareholders is being
mailed with this Proxy Statement. Additional copies of the Annual Report and
the Notice of Annual Meeting, Proxy Statement and accompanying proxy may be
obtained from the Secretary of the Company.
22
<PAGE> 26
In order to assure the presence of the necessary quorum at the 1995
Annual Meeting, please sign and mail the enclosed proxy promptly in the
envelope provided. No postage is required if mailed within the United States.
The signing of the proxy will not prevent your attending the meeting and voting
in person, should you so desire.
Nashville, Tennessee
April 28, 1995
23
<PAGE> 27
APPENDIX A
ANNEX I
REN CORPORATION - USA
EMPLOYEE STOCK PURCHASE PLAN
AMENDMENT NO. 1
WHEREAS, the Board of Directors of REN Corporation - USA (the
"Company") adopted the REN Corporation - USA Employee Stock Purchase Plan (the
"Plan"), effective July 1, 1994; and
WHEREAS, the Company reserved the right to amend the Plan in Section
15 thereof; and
WHEREAS, the Company desires to amend the Plan to change the waiting
period for participation in the Plan;
NOW THEREFORE, the Plan is hereby amended, effective July 1, 1995, as
follows:
The first sentence of Section 3.G. of the Plan is amended to read as
follows:
The word "Employee" means any person, including any officer or
director, who is employed by a Participating Employer and
whose customary weekly employment with the Participating
Employer is at least twenty (20) hours.
Other than as set forth above, the Plan is hereby ratified, confirmed
and approved in it entirety.
CERTIFICATE OF SECRETARY
I, ____________________________________, Secretary of REN Corporation - USA, do
hereby certify that the foregoing Amendment No. 1 to the REN Corporation - USA
Employee Stock Purchase Plan was adopted by the Board of Directors of REN
Corporation - USA on the _______ day of _____________________, 1995.
________________________________________
Secretary
<PAGE> 28
APPENDIX B
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
REN CORPORATION-USA COMMON STOCK PROXY -- for the Annual Meeting of Shareholders
at 2:00 p.m., Thursday, June 1, 1995, at the corporate offices located at 6820
Charlotte Pike, Nashville, Tennessee.
The undersigned hereby appoints Mats Wahlstrom and Lawrence J. Centella, or
any of them, with full power of substitution, as Proxies to vote the Common
Stock of REN Corporation-USA (the "Company") held by the undersigned at the
above-stated Annual Meeting, and any adjournments thereof, upon the matters set
forth in the Notice and Proxy Statement, dated April 28, 1995 as follows:
The Board of Directors Recommends a Vote FOR Proposals 1, 2 and 3.
1. Election of Directors. The nominees to serve until 1998 are J. Kenneth
Jacobs, M.D. and Juha P. Kokko, M.D., Ph.D.
<TABLE>
<S> <C>
/ / FOR all Nominees / / WITHHELD from all nominees
/ / FOR, except vote withheld from the following nominee(s):
-----------------------
</TABLE>
2. Approval of the proposed amendment to the REN Corporation-USA Employee Stock
Purchase Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. Ratification of the increase in the number of shares available for issuance
under the Company's Non-Statutory Stock Option Plan of 1988.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such matters as
may properly come before the Annual Meeting.
The proxy will be voted as specified. If no specification is made, it will
be voted FOR Proposals 1, 2 and 3 with the discretion of the Proxy or Proxies on
any other business.
Any proxy heretofore given by the undersigned with respect to such stock is
hereby revoked. Receipt of the Notice of the 1995 Annual Meeting and Proxy
Statement is hereby acknowledged. PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
---------------------------
Signature Date
---------------------------
Signature Date
Joint owners must EACH
sign. Please sign EXACTLY
as your name(s) appear(s)
on this card. When signing
as attorney, trustee,
executor, administrator,
guardian or corporate
officer, please give your
FULL title.
