SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMEDISYS, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), 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):
________________________________________________________________________________
<PAGE>
(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>
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BLVD., SUITE 300
BATON ROUGE, LOUISIANA 70816
(504)292-2031 (PHONE); (504)292-8163 (FAX)
HTTP://WWW.PREMIER.NET/~AMEDISYS
June 21, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of
Stockholders of AMEDISYS, Inc. to be held on Wednesday, July 31, 1996 at 6:00
p.m. (CDT) in the Abell Board Room at the Lod Cook Alumni Center located at 3838
West Lakeshore Drive on the Louisiana State University campus, Baton Rouge,
Louisiana. We look forward to this opportunity to update you on developments
here at AMEDISYS.
We hope you will attend the meeting in person. Whether or not you
expect to be present and regardless of the number of shares you own, please
mark, sign and mail the enclosed proxy in the envelope provided. Matters on
which action will be taken at the meeting are explained in detail in the notice
and proxy statement following this letter.
Sincerely,
William F. Borne
Chief Executive Officer
<PAGE>
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BOULEVARD
SUITE 300
BATON ROUGE, LOUISIANA 70816
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 31, 1996
To the stockholders of AMEDISYS, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
AMEDISYS, Inc. (the "Company") will be held in the Abell Board Room at the Lod
Cook Alumni Center located at 3838 West Lakeshore Drive on the Louisiana State
University campus, Baton Rouge, Louisiana, at 6:00 p.m., central daylight time,
on Wednesday, July 31, 1996, for the following purposes:
1. To elect six directors to serve until the next annual meeting of
stockholders of the Company and until their successors have been duly elected
and qualified;
2. To ratify the selection of Arthur Andersen & Co. and Hannis T.
Bourgeois & Co. as independent public accountants of the Company for the fiscal
year ending December 31, 1996;
3. To consider and act upon a proposal to transact such other business
as may properly come before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on June 3, 1996,
are entitled to notice of and to vote at the meeting, or any adjournment
thereof.
Stockholders unable to attend the Annual Meeting in person are
requested to read the enclosed Proxy Statement and then complete and deposit the
Proxy together with the power of attorney or other authority, if any, under
which it was signed, or a notarized certified copy thereof, with the Company's
transfer agent, American Stock Transfer & Trust Company, 40 Wall Street, New
York, New York 10005, at least 48 hours (excluding Saturdays, Sundays and
statutory holidays) before the time of the Annual Meeting or adjournment thereof
or with the chairman of the Annual Meeting prior to the commencement thereof.
Unregistered stockholders who received the Proxy through an intermediary must
deliver the Proxy in accordance with the instructions given by such
intermediary.
BY ORDER OF THE BOARD OF DIRECTORS
William F. Borne, Chief Executive Officer
June 21, 1996
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.
<PAGE>
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BOULEVARD
SUITE 300
BATON ROUGE, LOUISIANA 70816
(Principal Executive Office)
-------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
--------------------
This Proxy Statement is being furnished to stockholders in connection
with the solicitation of proxies by the Board of Directors of AMEDISYS, Inc.
(the "Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held in the Abell Board Room at the Lod Cook Alumni Center
located at 3838 West Lakeshore Drive on the Louisiana State University campus,
Baton Rouge, Louisiana, at 6:00 p.m., central daylight time, on Wednesday, July
31, 1996, and at any adjournments thereof for the purpose of considering and
voting upon the matters set forth in the accompanying Notice of Annual Meeting
of Stockholders (the "Notice"). This Proxy Statement and the accompanying form
of proxy are first being mailed to stockholders on or about June 21, 1996. All
costs of soliciting proxies will be borne by the Company.
The close of business on June 3, 1996, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. As of the record date, there
were 2,583,864 shares of the Company's Common Stock, par value $.001 per share
("Common Stock"), issued and outstanding.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock on the record date is necessary to constitute a quorum at
the Annual Meeting. Abstentions and broker non- votes will be counted towards a
quorum. If a quorum is not present or represented by proxy at the Annual
Meeting, the stockholders present or represented by proxy at the Annual Meeting
have the power to adjourn the Annual Meeting from time to time, without notice
other than an announcement at the Annual Meeting, until a quorum is present or
represented by proxy. At any such adjourned Annual Meeting at which a quorum is
present or represented by proxy, any business may be transacted that might have
been transacted at the original Annual Meeting.
With respect to the election of directors, votes may be cast in favor
or withheld. Directors are elected by a plurality of the votes cast at the
Annual Meeting, and votes that are withheld will be excluded entirely from the
vote and will have no effect. Stockholders may not cumulate their votes in the
election of directors. The affirmative vote of a majority of the shares of
Common Stock present or represented by proxy and entitled to vote at the Annual
Meeting is required for approval of Item 2. Abstentions will have the same
effect as a vote against a proposal.
Brokers who hold shares in street name for customers are required to
vote those shares in accordance with instructions received from the beneficial
owners. In addition, brokers are entitled to vote on certain items, such as the
election of directors, the ratification of auditors and other "discretionary
items," even when they have not received instructions from beneficial owners.
Brokers are not permitted to vote for "non-discretionary" items without specific
instructions from the beneficial owners. Under applicable Delaware law, broker
non-votes will have no effect on any of the proposals.
All shares represented by properly executed proxies, unless such
proxies have been previously revoked, will be voted at the Annual Meeting in
accordance with the directions set forth on such proxies. IF NO DIRECTION IS
INDICATED, THE SHARES WILL BE VOTED (i) FOR THE ELECTION OF THE NOMINEES NAMED
HEREIN, (ii) FOR THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS, AND (iii)
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
The enclosed proxy, even though executed and returned, may be revoked
at any time prior to the voting of the proxy by one of the following methods:
(a) the execution and submission of a revised proxy, (b) written notice to the
Secretary of the Company or (c) voting in person at the Annual Meeting.
ANNUAL REPORT
A copy of the Company's 1995 Annual Report to Stockholders is being
mailed with this Proxy Statement. The Annual Report does not form any part of
the material for solicitation of proxies.
The Company will provide, without charge, a copy of its Annual Report
on Form 10-KSB, including financial statements and exhibits thereto, upon
written request to Barbara Carey, Secretary of the Company, at 3029 South
Sherwood Forest Boulevard, Suite 300, Baton Rouge, Louisiana 70816. The
Company's fax number is (504) 292-8163 and its Internet address is
http://www.premier.net/~amedisys.
ITEM 1
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
The directors are elected annually by the stockholders of the Company.
The Bylaws of the Company provide that the number of directors will be
determined by the Board of Directors, but shall not be less than three. The
stockholders will elect six directors for the coming year. All of the nominees
presently serve as directors of the Company.
Although the Board of Directors of the Company does not contemplate
that any of the nominees will be unable to serve, if such a situation arises
prior to the Annual Meeting, the persons named in the enclosed Proxy will vote
for the election of such person(s) as may be nominated by the Board of
Directors.
WILLIAM F. BORNE (age 38). Mr. Borne has served as a director and chief
executive officer of the Company since 1982. Mr. Borne was an intensive care
supervisor for Key Nursing Corporation from June 1982 to July 1983 and director
of nursing at West St. James Hospital in Vacherie, Louisiana from 1980 to 1983.
Mr. Borne is a registered nurse who worked clinically in specialty and
medical-surgical areas with supplemental staffing agencies in New Orleans from
1979 to 1980. Mr. Borne is a graduate of the Charity Hospital School of Nursing.
IRVIN T. GREGORY (age 58). Mr. Gregory has served as a director of the
Company and as president of the Company's outpatient surgery division since
August 1995. Mr. Gregory has also served as a director and as vice president of
development of AMEDISYS Surgery Centers since January 1995. Mr. Gregory has
thirty years of management experience in the health care field that includes
services as regional vice president for Surgical Partners of America, Inc., a
Vivra, Inc. New York Stock Exchange subsidiary, executive vice president of
Medical Care International (now Med America), and vice president - development
for the Lifemark Hospital Division of Lifemark Corporation. Mr. Gregory received
a B.S. degree in management from the University of Southwestern Louisiana. Mr.
Gregory serves on the Compensation Committee.
WILLIAM M. HESSION, JR. (age 44). Mr. Hession has been a director of
the Company since July 1983. Mr. Hession has served as the president of Key
Nursing Corporation in Thibodaux, Louisiana since
2
1982 and as president of Key Medical Supply, Inc. since 1992. He served as
consulting director of nursing services in Metairie, Louisiana from 1979 to
1982. Mr. Hession was director of nursing at Assumption General Hospital in
Napoleonville, Louisiana from 1977 to 1978. He worked as a staff nurse in the
intensive care unit at West Jefferson Hospital in New Orleans, and at Thibodaux
General Hospital in Thibodaux, Louisiana in 1976. Mr. Hession received a nursing
degree from Nicholls State University. Mr. Hession serves on the Audit
Committee.
KARL A. LEBLANC, M.D. (age 42). Dr. LeBlanc has served as a director of
the Company since June 1993. Dr. LeBlanc has been a practicing physician of
general surgery in Baton Rouge, Louisiana since 1983. Dr. LeBlanc is on the
medical staffs of Our Lady of the Lake Regional Medical Center, Baton Rouge
General Medical Center, and the Woman's Hospital of Baton Rouge. Dr. LeBlanc
received his M.D. from Louisiana State University Medical Center in 1978, and a
B.S. degree from the University of Southwestern Louisiana. Dr. LeBlanc received
an M.B.A. from Louisiana State University in 1992. Dr. LeBlanc serves on the
Audit Committee and Compensation Committee.
ALAN J. OSTROWE, M.D. (age 54). Dr. Ostrowe has served as a director of
the Company since July 1994. Dr. Ostrowe has been a practicing physician in
Baton Rouge specializing in anesthesiology since 1971. Dr. Ostrowe is on the
medical staffs of Our Lady of the Lake Regional Medical Center, Baton Rouge
General Medical Center, Medical Center of Baton Rouge, and the Woman's Hospital
of Baton Rouge. Dr. Ostrowe received his M.D. from New York Medical College in
1966. Dr. Ostrowe also serves on the board of directors of GulfWest Oil Company
and as the medical director of one of the Company's subsidiaries. Dr. Ostrowe
serves on the Audit Committee and Compensation Committee.
BORIS L. PAYAN, M.D. (age 62) Dr. Payan was elected to the Board of
Directors in February 1996. Dr. Payan is a Houston physician specializing in
anesthesia and has maintained a private practice since 1962. Dr. Payan has
served as a director of AMEDISYS Surgery Centers since 1978. He received his
M.D. from the University of Havana, Cuba and completed a year of internship at
Curie Hospital in Cuba and a second year at Methodist Hospital in Houston. He
did his residency at St. Luke's Hospital, St. Joseph's Hospital and at Baylor
College of Medicine in Houston. He is on staff at Southern Medical Center. He
also serves on the board of directors of First Bank of Houston.
BOARD OF DIRECTORS, COMMITTEES AND MEETINGS
The Board of Directors held four meetings in 1995, and each director of
the Company attended at least 75% of all Board meetings. The Company maintains
Audit and Compensation Committees and each committee member attended each
committee meeting.
The Audit Committee was established to review, in consultation with the
independent auditors, the Company's financial statements, accounting and other
policies, accounting systems and system of internal controls. The Audit
Committee also recommends the engagement of the Company's independent auditors
and reviews other matters relating to the relationship of the Company with its
auditors. The Audit Committee is composed of Dr. LeBlanc, Dr. Ostrowe and Mr.
Hession and met two times during the last fiscal year.
The Compensation Committee was established to review and act on matters
relating to compensation levels and benefit plans for key executives of the
Company, among other things. The Compensation Committee is comprised of Dr.
LeBlanc, Dr. Ostrowe and Mr. Gregory and met two times during the last fiscal
year.
The Board of Directors currently has no nominating committee or a
committee performing a similar function.
3
DIRECTORS' FEES
Each director receives $100 per hour for attendance at board meetings.
All directors are entitled to reimbursement for reasonable travel expenses
incurred in attending such meetings.
REPORTS
During 1995, Promod Seth became an executive officer of the Company and
Mr. Gregory became an executive officer and director of the Company, which
events cause each of them to become subject to the reporting requirements of
Section 16 of the Exchange Act. However, Messrs. Seth and Gregory failed to
timely file a Form 3 upon becoming subject to such requirements. In addition,
Dr. LeBlanc failed to timely file a Form 4 to report the purchase of shares in
April 1995.
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE-REFERENCED DIRECTORS FOR
ELECTION BY THE SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES LISTED ABOVE. THE ELECTION OF THESE DIRECTORS REQUIRES A
PLURALITY OF THE VOTES CAST BY THE HOLDERS OF SHARES OF COMMON STOCK PRESENT OR
REPRESENTED BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO VOTE IN THE ELECTION
OF DIRECTORS.
ITEM 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors wishes to obtain from the stockholders a
ratification of the Board's action in appointing Arthur Andersen & Co. and
Hannis T. Bourgeois & Co., as independent public accountants of the Company, for
the fiscal year ending December 31, 1996. The engagement of Arthur Andersen &
Co. and Hannis T. Bourgeois & Co. for audit services has been approved by the
Board of Directors. Representatives from each firm are expected to be present at
the Annual Meeting, will have an opportunity to make a statement if they so
desire, and are expected to be available to respond to appropriate questions.
In the event the appointment of Arthur Andersen & Co. and Hannis T.
Bourgeois & Co., as the Company's independent public accountants for fiscal year
1996 is not ratified by the stockholders, the adverse vote will be considered as
a direction to the Board of Directors to select other auditors for the following
year. However, because of the difficulty in making any substitution of auditors
so long after the beginning of the current year, it is contemplated that the
appointment for the fiscal year 1996 will be permitted to stand unless the Board
finds other good reason for making a change.
THE BOARD OF DIRECTORS HAS APPROVED THE APPOINTMENT OF ARTHUR ANDERSEN
& CO. AND HANNIS T. BOURGEOIS & CO. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 1996
AND UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF SUCH APPOINTMENT. SUCH
RATIFICATION REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF
SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY PROXY AND ENTITLED TO VOTE AT
THE ANNUAL MEETING.
4
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME AGE CAPACITY
William F. Borne(1) 38 Chief Executive Officer
Promod K. Seth 45 Chief Operating Officer
Mitchel G. Morel 36 Chief Financial Officer
Irvin T. Gregory(1) 58 President, Outpatient Surgery
Lynne S. Bernhard 39 President, Nursing Services
Barbara Carey 49 Secretary and Treasurer
- ---------------------
(1) Biographical information with respect to this officer was previously
described in Item 1.
PROMOD K. SETH has served as chief operating officer of the Company
since December 1995. From 1992 to 1996, he was an independent consultant and
investment advisor and, from 1991 to 1992, he was regional administrator of
Devereaux, Inc. From 1989 to 1991, Mr. Seth was a consultant to Methodist
Hospital in Houston, Texas. Mr. Seth received an M.S. degree in physics from
Delhi University, Delhi, India, and an M.B.A. from Louisiana State University.
He is licensed as a CPA in the state of Texas.
MITCHEL G. MOREL has served as the chief financial officer and vice
president of finance of the Company since February 1991. Prior to that time, Mr.
Morel served as the comptroller of a subsidiary of the Company from October 1989
to January 1991. From March 1988 to October 1989, Mr. Morel was a senior
accountant at Ellis-Apple & Co. Mr. Morel received a B.S. degree in business
administration from Louisiana State University. He is licensed as a CPA in the
state of Louisiana.
LYNNE S. BERNHARD has served as president of the Company's nursing
services division since January 1994. Ms. Bernhard also served as chief
operating officer of the Company from July 1994 to December 1995. Ms. Bernhard
has also served in a variety of positions with a subsidiary of the Company since
1988. Prior to her affiliation with the Company, Mrs. Bernhard was director of
home health care services for Medical Personnel Pool in Baton Rouge from August
1985 to September 1988. Ms. Bernhard has a nursing degree from Southern Arkansas
University and attended St. Francis College in Tollier, Illinois.
BARBARA C. CAREY has served as secretary/treasurer since March 1994 and
as vice president of corporate communications of the Company since October 1993.
From July 1989 to October 1993, Mrs. Carey served in a variety of positions with
a subsidiary of the Company. Mrs. Carey has a Bachelor of Arts and Masters
degree in speech from Louisiana State University and an M.B.A. from Tulane
University.
There is no family relationship between or among any executive
officers, directors and director nominees.
5
STOCK OWNERSHIP
The following table and notes thereto set forth certain information
regarding beneficial ownership of the Company's Common Stock as of June 3, 1996
by (i) each person known by the Company to beneficially own more than five
percent of the Company's Common Stock, (ii) each of the Company's directors and
director nominees, (iii) each named executive officer, and (iv) all directors
and officers of the Company as a group.
SHARES BENEFICIALLY OWNED
NAME AND ADDRESS NUMBER PERCENT
William F. Borne
3029 S. Sherwood Forest Blvd., Suite 300
Baton Rouge, LA 70816................. 435,141(1) 16.8
Boris L. Payan, M.D.
3534 Vista
Pasadena, TX 77504.................... 230,893(2) 8.9
R.E. Hearn, M.D.
3534 Vista
Pasadena, TX 77504.................... 230,893(2)(3) 8.9
Jose Reyes, M.D.
3534 Vista
Pasadena, TX 77504..................... 204,007(2) 7.9
William M. Hession, Jr
627 Fairway Dr.
Thibodaux, LA 70301.................... 82,947(4) 3.2
Alan J. Ostrowe. M.D.
3029 S. Sherwood Forest Blvd., Suite 300
Baton Rouge, LA 70816.................. 43,426(5) 1.7
Irvin T. Gregory
12700 N. Featherwood, Suite 240
Houston, TX 77034...................... 26,411 1.0
Karl A. LeBlanc, M.D.
7777 Hennessy Blvd., Suite 612
Baton Rouge, LA 70808.................. 3,620 *
All officers and directors
as a group (10 persons)................ 876,638 33.9
- -------------------------------
(*) Less than one percent.
(1) Does not include 38,500 shares of Common Stock held in trust for Mr.
Borne's minor children.
(2) Includes 30,000 shares of Common Stock owned of record by R.P.&H.,
Inc., an affiliate of the stockholder.
(3) Includes 100,000 shares owned of record by Phoenix Anesthesia, EPSP, an
affiliate of the stockholder.
(4) Includes 82,947 shares of Common Stock owned of record by Key Nursing
Corporation, an affiliate of the stockholder.
(5) Includes a warrant exercisable to purchase 1,000 shares of Common
Stock.
6
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Company to the Chief Executive Officer during 1995.
There were no other executive officers whose total annual salary and bonus
exceeded $100,000 during 1995. The Company maintains a disability insurance
policy and life insurance policy on Mr. Borne under which the Company is a
beneficiary. These policies are pledged as collateral for a bank loan of the
Company. The named executive officer receives perquisites and other personal
benefits in amounts less than 10% of his total annual salary and bonus.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND TITLE YEAR SALARY BONUS OPTIONS
William F. Borne, 1995 $130,000 $20,000 3,250
Chief Executive Officer 1994 101,000 35,000 -
1993 119,000 25,000 -
EMPLOYMENT AGREEMENTS
None of the officers of the Company is subject to an employment
agreement.
STOCK OPTIONS
The Company's Amended and Restated Stock Option Plan ("Plan") provides
for the issuance of an aggregate of 500,000 shares of Common Stock upon exercise
of options granted pursuant to such Plan. As of December 31, 1995, options to
purchase an aggregate of 27,650 shares were outstanding under the Plan. These
options become exercisable in April 1997 at a price of $7.00 per share, and
expire in April 1998.
The following tables show, as to the named executive officer, certain
information concerning stock options.
1995 STOCK OPTION GRANTS
OPTIONS PERCENT OF
GRANTED TOTAL OPTIONS EXERCISE PRICE EXPIRATION
NAME (SHARES) GRANTED (PER SHARE) DATE
William F. Borne 3,250 11.75 $7.00 April 1998
AGGREGATED OPTION EXERCISES IN 1995
AND YEAR-END OPTION VALUES
Number of
Securities Value of
Shares Underlying Unexercised
Acquired Value Unexercised in-the-money
NAME ON EXERCISE REALIZED OPTIONS OPTIONS
William F. Borne - - 3,250(1) (2)
- --------------
(1) These options do not become exercisable until April 1997.
(2) These options were out of the money at December 31, 1995.
7
CERTAIN TRANSACTIONS
In 1994, AMEDISYS Surgery Centers, L.C. ("ASC") executed a note payable
to Vista Maple Partnership, an affiliate of Drs. Reyes, Payan and Hearn, in the
original principal amount of $1,080,000, bearing interest at 9% per annum. The
note is secured by all real estate and personal property of one of the Company's
surgical centers.
In 1994 and 1995, ASC made payments totaling approximately $108,000 and
$229,000, respectively, to RPH, Inc., an affiliate of Drs. Reyes, Payan and
Hearn, for anesthesia services.
During 1995, the Company began a process to develop a health
maintenance organization (HMO). In January 1996, the Company deposited $500,000
in connection with the HMO licensing process. Mr. Borne acquired a 67% interest
in the HMO, which is still unlicensed, in exchange for arranging a $1,000,000
letter of credit for the HMO, secured by Mr. Borne's shares in the Company.
Neither the Company nor Mr. Borne have any further formal commitment in
connection with the HMO and the future development of the HMO is undeterminable
at this time.
Management believes that all prior related party transactions are on
terms as favorable to the Company as could be obtained from unaffiliated third
parties.
COST OF SOLICITATION
The Company will bear the cost of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and employees
of the Company will not be compensated additionally for the solicitation, but
may be reimbursed for out-of-pocket expenses in connection with this
solicitation. Arrangements are also being made with brokerage houses and any
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of the Company's Common Stock, and the Company
will reimburse such brokers, custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses.
OTHER MATTERS
Management is not aware of any other matters to be presented for action
at the Annual Meeting. However, if any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment on such matters.
Proposals of stockholders of the Company which are intended to be
presented by such stockholders at the 1997 Annual Meeting must be received by
the Company no later than March 21, 1997 in order to have them included in the
proxy statement and form of proxy relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
William F. Borne, Chief Executive Officer
June 21, 1996
8
PROXY
AMEDISYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
July 31, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMEDISYS,
INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE CHOICES SPECIFIED BELOW.
The undersigned stockholder of AMEDISYS, INC. (the "Company") hereby appoints
William F. Borne and Barbara C. Carey, the true and lawful attorneys, agents and
proxies of the undersigned with full power of substitution for and in the name
of the undersigned, to vote all the shares of Common Stock of the Company which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
the Company to be held in the Abell Board Room at the Lod Cook Alumni Center
located at 3838 West Lakeshore Drive on the Louisiana State University Campus,
Baton Rouge, Louisiana on Wednesday, July 31, 1996 at 6:00 p.m., and any and all
adjournments thereof, with all of the powers which the undersigned would possess
if personally present, for the following purposes:
1. To elect six Directors.
FOR WITHHOLD
William F. Borne [ ] [ ]
Irving T. Gregory [ ] [ ]
William M. Hession, Jr. [ ] [ ]
Karl A. LeBlanc, M.D. [ ] [ ]
Alan J. Ostrowe, M.D. [ ] [ ]
Boris L. Payan, M.D. [ ] [ ]
2. To ratify the selection of Arthur Andersen & Co. and Hanna
T. Bourgeois & Co. as independent public accountants of the
Company for the fiscal year ending December 31, 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. The proxies are authorized to vote as they determine in their discretion
upon such other matters as may properly come before the meeting.
THIS PROXY WILL BE VOTED FOR THE CHOICES SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR ITEMS 1 AND 2, THIS PROXY WILL BE VOTED FOR THESE ITEMS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated June 21, 1996.
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PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:_____________________________ ________________________________________
[Signature]
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[Signature if jointly held]
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[Printed Name]
Please sign exactly as name appears on
stock certificate(s). Joint owners
should each sign. Trustees and others
acting in a representative capacity
should indicate the capacity in which
they sign.
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