<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMEDISYS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
-------------------------------------------------------------------------
Notes:
<PAGE>
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BLVD., SUITE 300
BATON ROUGE, LOUISIANA 70816
(504)292-2031 (PHONE); (504)292-8163 (FAX)
HTTP://WWW.BARBARA @ AMEDISYS.COM
July 16, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of AMEDISYS, Inc. to be held on Wednesday, August 6, 1997 at 6:00 p.m. (CDT)
at the Hilton Hotel located at 5500 Hilton Avenue, Baton Rouge, Louisiana. We
look forward to this opportunity to update you on developments at AMEDISYS.
We hope you will attend the meeting in person. Whether 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,
/s/ William F. Borne
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 AUGUST 6, 1997
To the Stockholders of AMEDISYS, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of AMEDISYS,
Inc. (the "Company") will be held at the Hilton Hotel located at 5500 Hilton
Avenue, Baton Rouge, Louisiana, at 6:00 p.m., central daylight time, on
Wednesday, August 6, 1997, for the following purposes:
1. To elect nine 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 amend the Company's Statutory Stock Option Plan for Employees to
increase the number of shares reserved for issuance thereunder by 500,000
shares;
3. To ratify the selection of Arthur Andersen LLP and Hannis T. Bourgeois
& Co., LLP as independent public accountants of the Company for the fiscal
year ending December 31, 1997;
4. 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 12, 1997, 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
/s/ William F. Borne
William F. Borne, Chief Executive
Officer
July 16, 1997
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 at the Hilton Hotel located at 5500 Hilton Avenue, Baton
Rouge, Louisiana, at 6:00 p.m., central daylight time, on Wednesday, August 6,
1997, 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 July 16, 1997. All
costs of soliciting proxies will be borne by the Company.
The close of business on June 12, 1997, 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
2,734,549 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 Items 2 and 3. 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 AMENDMENT OF THE COMPANY'S STATUTORY STOCK OPTION PLAN
FOR EMPLOYEES TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE, (iii)
FOR THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS, AND (iv) TO TRANSACT
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE>
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 1996 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-K, 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://[email protected].
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 nine directors for the coming year. Four 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 39). Mr. Borne founded the Company in 1982 and has
served as chief executive officer since that time. In 1988, Mr. Borne also
founded and served as president and chief executive officer of AMEDISYS
Specialized Medical Services, Inc. until June 1993. Mr. Borne also founded and
served as chief executive officer of AMEDISYS Staffing Services, Inc. and
AMEDISYS Nursing Services, Inc. Prior to these positions, 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 graduated from the Charity Hospital
School of Nursing and completed his undergraduate courses at the University of
New Orleans and at Nicholls State University. Mr. Borne was named entrepreneur
of the year in 1991 and in the "Top 40 Under 40" business leaders 1995 list by
the Baton Rouge Business Report.
William M. Hession, Jr. (age 45). 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 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 served on the Audit Committee from 1995
through 1997.
Karl A. LeBlanc, M.D. (age 43). 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,
2
<PAGE>
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 served on the Audit Committee
and Compensation Committee from 1995 through 1997.
Alan J. Ostrowe, M.D. (age 55). Dr. Ostrowe has served as a director of the
Company since July 1994. Dr. Ostrowe previously served as president of General
Anesthesia Services, Inc., an affiliated company. Dr. Ostrowe is a practicing
Baton Rouge physician specializing in anesthesiology since 1971 and pain
management since 1991. Dr. Ostrowe received his medical degree from New York
Medical College in 1966. Dr. Ostrowe is a Fellow of the American College of
Anesthesiologists, a Diplomate of the American Board of Anesthesiology and a
Diplomate of the American Academy of Pain Management. 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 is on the board of directors of GulfWest
Oil Company and is the medical director of one of the Company's subsidiaries.
Dr. Ostrowe served on the Audit Committee and Compensation Committee from 1995
through 1997.
Ronald A. LaBorde (age 41). Mr. LaBorde is currently the president and chief
financial officer of Piccadilly Cafeterias, Inc. Mr. LaBorde has held that
position since 1995 and has been a member of the Piccadilly board of directors
since 1992. Prior to 1995, Mr. LaBorde held various executive positions with
Piccadilly including executive vice president and chief financial officer from
1992 to 1995, executive vice president, corporate secretary and controller,
from 1986 to 1992 and vice president and assistant controller from 1982 to
1986. Prior to his association with Piccadilly, Mr. LaBorde was controller for
Comet Distribution Services from 1980 to 1982 and a staff accountant with
Ernst and Whinney from 1978 to 1979. Mr. LaBorde is a certified public
accountant and holds a B.S. in accounting and an M.A. in finance from
Louisiana State University. Mr. LaBorde was named in the Baton Rouge Business
Report in their 1995 "Top 40 Under 40" list of outstanding business leaders,
he is a board member of the Baton Rouge Chamber of Commerce, a member of
Rotary and numerous civic and educational organizations.
Jake L. Netterville (age 59). Mr. Netterville is the managing director of
Postlethwaite & Netterville, A Professional Accounting Corporation ("APAC"),
one of the largest privately held accounting firms in Louisiana. Mr.
Netterville has held that position since 1977. Mr. Netterville has been
associated with the firm of Postlethwaite & Netterville since 1963. Mr.
Netterville is a Certified Public Accountant and has served on the board of
the American Institute of CPAs ("AICPA"), the highest national office in the
accounting profession. Mr. Netterville has served as chairman of the AICPA's
National Management of Accounting Practice Committee and is a permanent member
of the AICPA's Governing Council. Mr. Netterville is past chairman of the
board of directors of Associated Accounting Firms International. In the State
of Louisiana, Mr. Netterville has served as president of the Society of
Louisiana CPA's and he is a past member of the Louisiana State Board of
Certified Public Accountants. Mr. Netterville is the 1997 chairman of the
board of the Greater Baton Rouge Chamber of Commerce and is serving on the
board of directors of East Baton Rouge Mortgage Finance Authority, the Wall
St. Deli, a Nasdaq listed company, Catalyst Vidalia Corporation and Source
Capital Corporation. Mr. Netterville has also served on numerous civic and
governmental boards and he is a past president of the City Club of Baton Rouge
and the Baton Rouge Country Club. Mr. Netterville holds a B.S. in accounting
from Louisiana State University.
David R. Pints (age 60). Mr. Pints is the president and chief executive
officer of Pints Management Associates, Inc. ("P.A., Inc."), one of the
largest national hospital and healthcare consulting firms. Mr. Pints has over
thirty-five years' experience in hospital operations, healthcare planning and
multi-institutional organization, and has served in executive capacities in a
number of hospitals, multi-hospital systems, and medical schools. Prior to his
present position, Mr. Pints served as chief executive officer of Ochsner
Foundation Hospital in New Orleans, Louisiana, one of the country's largest
teaching hospitals. As a principal of the firm, Mr. Pints is directly
responsible for, and involved on-site on a daily basis with, consulting
engagements in strategic and tactical situations. Since 1984, Mr. Pints has
served as president and chief executive officer of HSLI, Inc., a company
managing self-insured trusts and providing insurance consulting services to
corporations. Mr. Pints is
3
<PAGE>
the National Consultant in Health Care Administration to the Air Force Surgeon
General, the national president of Health Insights Foundation, a member of the
faculty of the Governance Institute, and the National Advisory Board of the
Health Care Forum. Mr. Pints is an adjunct full professor at the University of
Alabama and a clinical professor at Tulane University. Mr. Pints serves as a
director on several Boards including Union Planters Bank of Louisiana, General
Health System and he was a charter director of the Voluntary Hospitals of
America ("VHA"). Mr. Pints is also a trustee of the Baton Rouge General
Hospital. Mr. Pints is a Fellow and Diplomate in several professional
organizations and is a recipient of the William Newcomer National Healthcare
Executive of the Year Award. Mr. Pints holds a B.S. degree in management and
economics at Ohio State University and Masters degrees in both hospital
administration and public administration at the University of Minnesota.
Peter F. Ricchiuti (age 40). Mr. Ricchiuti has held the position of
Assistant Dean and Director of Research at Tulane University's A.B. Freeman
School of Business since 1993. During that time, Mr. Ricchiuti received a
highly competitive grant for the creation and supervision of Freeman Reports,
an innovative program in which business students research small to mid-size
companies and produce investment reports which are distributed to the nation's
investment community. The program has received national media coverage
including The Wall Street Journal. Mr. Ricchiuti has been an adjunct professor
of finance at Tulane since 1986 and he has twice been the recipient of the
Wisner Award as the school's outstanding professor. From 1994 to the present,
Mr. Ricchiuti has served as a financial and economic commentator on American
Public Radio in Los Angeles, California. From 1993 to 1996, Mr. Ricchiuti was
the assistant dean and director of Career Development and Placement at the
A.B. Freeman School of Business at Tulane. Mr. Ricchiuti followed a successful
career in the securities industry with Dean Witter Reynolds, Inc., Kidder,
Peabody & Co. and Howard, Weil, Labouisse, Friedrichs, Inc., with a position
from 1988 to 1993 as assistant state treasurer and chief investment officer
for the Department of the Treasury, State of Louisiana. Mr. Ricchiuti is a
member of the board of trustees for WYES-TV, the public broadcasting station
in New Orleans, Louisiana. Mr. Ricchiuti holds a B.S. degree from Babson
College and a MBA from the University of New Orleans.
S.F. Hartley, D.P.M. (age 53). Dr. Hartley is a podiatrist in private
practice in Houston, Texas since 1979. Dr. Hartley holds board certification
from the American Board of Podiatric Surgery and a D.P.M. degree from the
Illinois College of Podiatric Medicine. Dr. Hartley has a B.S. degree in
Biology from the University of Houston. Dr. Hartley served on the board of
directors for the Texas Podiatry Medical Association from 1981 to 1994 and as
president of the Association from 1992 to 1993. Dr. Hartley is currently a
member and a Delegate to the House of Delegates of the American Podiatry
Medical Association. Dr. Hartley is also a member of the Academy of Podiatric
Sports Medicine. Dr. Hartley has previously been president of the Deer Park
Chamber of commerce and the Deer Park Rotary organization. Dr. Hartley is
affiliated with numerous health care facilities in the Greater Houston area
including: Columbia East Houston Medical Center, Columbia Bayshore Hospital,
Baycoast Medical Center, San Jacinto Methodist Hospital, AMEDISYS Surgery
Centers and Memorial Pasadena Hospital.
BOARD OF DIRECTORS, COMMITTEES AND MEETINGS
The Board of Directors held six meetings in 1996, 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 twice 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 Drs.
LeBlanc and Ostrowe and Mr. Borne and met twice during the last fiscal year.
4
<PAGE>
The Board of Directors currently has no nominating committee or a committee
performing a similar function.
DIRECTORS' FEES
Each director will receive $1,000 per month for the 1997 to 1998 Board term
of office. Each director is also eligible to receive stock options from the
Company's Stock Option Plan. The Company will offer the 1997 to 1998 Directors
an equal number of options from a designated 50,000 stock option pool, as
determined by the Compensation Committee. All directors are entitled to
reimbursement for reasonable travel and lodging expenses incurred in attending
such meetings. All directors reside in Baton Rouge, Louisiana, except for Dr.
Hartley who resides in Houston, Texas, and Mr. Ricchiuti who resides in New
Orleans, Louisiana.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of the Company's
Common Stock, to file reports of ownership and changes of ownership with the
Securities and Exchange Commission. Copies of all filed reports are required
to be furnished to the Company pursuant to Section 16(a). Based solely on the
reports received by the Company, the Company believes that the directors,
executive officers, and greater than ten percent beneficial owners complied
with all applicable filing requirements during the fiscal year ended December
31, 1996, except as follows. In August 1996, the following officers were
issued five-year options to purchase shares of Common Stock at $6.61 per share
and failed to timely report the transaction on a Form 4 and Form 5: (1)
William Borne was issued an option to purchase 35,000 shares; (ii) Irv Gregory
was issued an option to purchase 28,500 shares; (iii) Mitch Morel was issued
an option to purchase 18,500 shares; (iv) Barbara Carey was issued an option
to purchase 9,500 shares; and (v) Lynne Bernhard was issued an option to
purchase 18,500 shares.
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
APPROVAL OF AMENDMENT TO STATUTORY STOCK OPTION PLAN FOR EMPLOYEES
The Statutory Stock Option Plan for Employees ("Plan") was adopted by the
Board of Directors and approved by the Stockholders in May 1994. Initially a
total of 150,000 shares of Common Stock were reserved for issuance under the
Plan. In December 1995, the Plan was amended to increase the number of shares
reserved for issuance to 500,000. In July 1997, the Board of Directors amended
the Plan, subject to stockholder approval, to increase the shares reserved for
issuance from 500,000 to 1,000,000 shares. The stockholders are being asked to
approve this share increase at the Annual Meeting. The Board believes that
increasing the number of shares available under the Plan will enable the
Company to continue its policy of employee stock ownership to assist in
promoting the attraction, retention and motivation of employees.
5
<PAGE>
PLAN ACTIVITY
To date (without taking into account the proposed amendment to the Plan),
the Company has issued and sold options to purchase an aggregate of 499,581
shares of Common Stock pursuant to the Plan and options to purchase 419 shares
of Common Stock are available for future issuance thereunder. The following
table sets forth certain information regarding options issued under the Plan
during the Company's last fiscal year by each of the named executive officers,
all current executive officers as a group, all non-executive directors as a
group, and all employees (excluding the executive officers) as a group:
<TABLE>
<CAPTION>
NUMBER OF
DOLLAR SHARES
NAME VALUE(1) PURCHASED
---- -------- ---------
<S> <C> <C>
William F. Borne...................................... -- 34,525
Lynne S. Bernhard..................................... -- 14,644
Irvin T. Gregory...................................... -- 29,365
All Executive Officers as a Group (5 persons)......... -- 104,200
All Other Employees as a Group (excluding executive
officers)............................................ -- 102,323
Non-Executive Directors as a Group (4 persons)(2)..... -- 58,500
</TABLE>
- --------
(1) The exercise price of each option issued pursuant to the Plan was market
value on the date of grant.
(2) Excludes director nominees, none of which have been issued any options.
SUMMARY OF PLAN
The purpose of the Plan is to foster and promote the financial success of
the Company and increase stockholder value by enabling eligible key employees
and others to participate in the long-term growth and financial success of the
Company. The Plan is administered by the Compensation Committee which has sole
and complete authority to determine the key employees and others to whom to
grant awards. The Compensation Committee may grant options to employees of the
Company and its subsidiaries, as well as to non-employee directors and
consultants. The grant of options shall be at a price not less than 85% of the
fair market value for non-qualified stock options and at 100% of fair market
value for incentive stock options.
THE BOARD OF DIRECTORS HAS APPROVED THE AMENDMENT OF THE PLAN AND
UNANIMOUSLY RECOMMENDS A VOTE FOR AMENDMENT OF SUCH PLAN. SUCH AMENDMENT
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.
ITEM 3
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 LLP and Hannis T.
Bourgeois & Co., LLP, as independent public accountants of the Company, for
the fiscal year ending December 31, 1997. The engagement of Arthur Andersen
LLP and Hannis T. Bourgeois & Co., LLP 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 LLP and Hannis T. Bourgeois
& Co., LLP, as the Company's independent public accountants for fiscal year
1997 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 1997 will be permitted
to stand unless the Board finds other good reason for making a change.
6
<PAGE>
THE BOARD OF DIRECTORS HAS APPROVED THE APPOINTMENT OF ARTHUR ANDERSEN LLP
AND HANNIS T. BOURGEOIS & CO. LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 1997
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.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE CAPACITY
---- --- --------
<S> <C> <C>
William F. Borne(1)..... 39 Chief Executive Officer
Mitchel G. Morel........ 36 Chief Financial Officer
Lynne S. Bernhard....... 40 President, Amedisys Resource Management
Charles M. McCall....... 44 President, Staffing and Patient Care Services
Barbara Carey........... 50 Secretary and Treasurer
</TABLE>
- --------
(1) Biographical information with respect to this officer was previously
described in Item 1.
Mitchel G. Morel was named chief financial officer of the Company in June
1994 and also served as vice president of finance from February 1991. Mr.
Morel is responsible for directing financial activities and financial
reporting systems of the organization. From October 1989 to January 1991, Mr.
Morel served as comptroller of AMEDISYS Staffing Services, Inc., a subsidiary
of the Company. From March 1988 to October 1989, Mr. Morel was senior
accountant at the certified public accounting firm of Ellis-Apple and Company.
Mr. Morel was senior accountant with the certified public accounting firm of
Barrett and Company from December 1984 to March 1988 and supervisor of cost
accounting at AMI, Inc. in Baton Rouge, Louisiana from October 1983 to
November 1984. Mr. Morel has a Bachelor of Science degree in business
administration with a major in accounting from Louisiana State University and
is licensed as a Certified Public Accountant in the state of Louisiana. Mr.
Morel is a member of various national and state accounting associations.
Lynne S. Bernhard was named president of AMEDISYS Resource Management in
April, 1996. In that position Ms. Bernhard is responsible for the operations
of the management services organization which specializes in home health care
management and consulting. Ms. Bernhard served as president of Nursing
Services from January 1995 to March 1996; and from March 1993 to February
1996, as president of AMEDISYS Specialized Medical Services, Inc., the
Company's home health care subsidiary. Ms. Bernhard served as executive
director of clinical operations and the administrator of home health services
from October 1988 to March 1993. Prior to her affiliation with the Company,
Ms. Bernhard was director of home health care services for Medical Personnel
Pool in Baton Rouge from 1985 to 1988. Ms. Bernhard was a professional
recruiter at Our Lady of the Lake Regional Medical Center in Baton Rouge from
1983 to 1985; a nurse recruiter for Qualicare Corporation from 1981 to 1983;
sales representative for Marnel Pharmaceuticals from 1981 to 1982; a staff
nurse at Our Lady of the Lake Regional Medical Center from 1977 to 1981; and a
staff nurse at Magnolia City Hospital in Magnolia, Arkansas from 1976 to 1977.
Ms. Bernhard has an Associate's degree in nursing from Southern Arkansas
University and she attended the College of St. Frances in Tollier, Illinois.
Ms. Bernhard is a member of various professional associations including the
American Nurses Association.
Charles M. McCall has served as president of Staffing and Patient Care
Services since February 1997. In that position, Mr. McCall is responsible for
all operations of the Company's temporary staffing and home health care
businesses. From November 1995 to January 1997, Mr. McCall served as vice
president of operations of that division and as vice president of operations
of AMEDISYS Staffing Services, Inc. and AMEDISYS Nursing Services, Inc. from
1994 to 1995. From 1991 to 1994, Mr. McCall was regional vice president of ATC
Nursing Services, Inc. and from 1990 to 1991, president of AMERINURSE, a
wholly owned subsidiary of AMEDISYS,
7
<PAGE>
Inc. which has since been incorporated into AMEDISYS Nursing Services, Inc.
From 1988 to 1991, Mr. McCall served as vice president of operations and
research and development of AMEDISYS Staffing Services, Inc. From 1986 to
1988, Mr. McCall was president of Analytical Nursing Management Corporation of
Texas, Inc., a subsidiary of AMEDISYS Staffing Services, Inc., from 1984 to
1986, Mr. McCall was administrator of Immediate Medical Care in Lake Charles,
La. and from 1981 to 1983, Mr. McCall held various administrative and clinical
positions in emergency room, critical care and family practice nursing. From
1978 to 1981, Mr. McCall served as director of nursing at Cameron Medical
Center and Deputy Coroner of Cameron Parish. Mr. McCall has a B.S. in Allied
Health from Our Lady of Holy Cross College and he is a graduate of the Charity
Hospital School of Nursing.
Barbara C. Carey has served as vice president of corporate communications of
the Company since October 1993 and corporate secretary since March, 1994. As
vice president of corporate communications, she is responsible for the
external and internal communications of the Company, including media relations
and presentations. Mrs. Carey also writes the annual and quarterly Company
reports with the corporate attorney which are filed with the Securities and
Exchange Commission. As corporate secretary, Mrs. Carey is responsible for the
Company's shareholder records, stock transactions and operations of the board
of directors and its committees. Mrs. Carey was vice president of operations
of AMEDISYS Staffing Services from October 1991 to October 1993. From July
1989 to September 1991, Mrs. Carey was the administrator of a subsidiary
company. From 1977 to 1989, Mrs. Carey was a founding partner and owner of a
speech and hearing clinic. From 1975 to 1977, Mrs. Carey was the clinic
supervisor at the LSU speech and hearing clinic. From 1970 to 1975, Mrs. Carey
was a speech pathologist with East Baton Rouge Parish Schools. Mrs. Carey has
a Bachelor of Arts and Master's degree in Speech from Louisiana State
University and a Master's degree in Business Administration from Tulane
University. Mrs. Carey is the 1996-1997 president of Quota International,
Inc., an international classified service organization of professional,
executive and business people. Mrs. Carey is also a director on three
charitable and educational foundation boards.
There is no family relationship between or among any executive officers,
directors and director nominees.
8
<PAGE>
STOCK OWNERSHIP
The following table and notes thereto set forth certain information
regarding beneficial ownership of the Company's Common Stock as of June 12,
1997 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.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND ADDRESS COMMON STOCK VOTING POWER
---------------- ------------ ------------
<S> <C> <C>
William F. Borne............................. 478,709(/1/)(/2/) 17.1%
3029 S. Sherwood Forest Blvd., Suite 300
Baton Rouge, LA 70816
Lynne S. Bernhard............................ 78,702(/3/) 2.8%
3029 S. Sherwood Forest Blvd., Suite 300
Baton Rouge, LA 70816
Karl A. LeBlanc, M.D......................... 23,153(/4/) *
7777 Hennessy Boulevard, Suite 612
Baton Rouge, LA 70808
Key Nursing Corporation...................... 82,947 3.0%
627 Fairway Drive
Thibodaux, LA 70301
William M. Hession, Jr....................... 102,915(/5/)(/6/) 3.7%
627 Fairway Drive
Thibodaux, LA 70301
Alan J. Ostrowe, M.D......................... 60,759(/6/) 2.2%
3029 S. Sherwood Forest Blvd., Suite 300
Baton Rouge, LA 70816
Boris L. Payan, M.D.......................... 249,226(/6/)(/7/) 9.1%
3534 Vista
Pasadena, TX 77504
Jose R. Reyes, M.D........................... 184,007(/8/) 6.7%
3534 Vista
Pasadena, TX 77504
Irvin T. Gregory............................. 25,738(/9/) *
12700 N. Featherwood, Suite 240
Houston, Texas 77034
David Pints.................................. -- --
7946 Goodwood Boulevard
Baton Rouge, Louisiana 70806
Peter F. Ricchuiti........................... -- --
Associate Dean, Director of Research
A.B. Freeman School of Business
Tulane University
New Orleans, Louisiana 70118
Ronald A. Laborde............................ -- --
3232 Sherwood Forest Boulevard
Baton Rouge, Louisiana 70821
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND ADDRESS COMMON STOCK VOTING POWER
---------------- ------------ ------------
<S> <C> <C>
S.F. Hartley, D.P.M.................... 40,000 1.5%
112 S. Pasadena Boulevard
Deer Park, Texas 77536
All officers and directors as a group
(9 persons)........................... 1,406,954/(10)(11)/ 46.8%
</TABLE>
- --------
(*) Less than one percent.
(1) Does not include 38,500 shares held in trust for Mr. Borne's minor
children.
(2) Includes warrants and options to purchase 72,775 shares of Common Stock.
(3) Includes warrants and options to purchase 36,394 shares of Common Stock.
(4) Includes warrants and options to purchase 19,533 shares of Common Stock.
(5) Includes 82,847 shares held by Key Nursing Corporation, an affiliate of
Mr. Hession.
(6) Includes warrants and options to purchase 18,333 shares of Common Stock.
(7) Includes 30,000 shares owned of record by R.P.&H., Inc., an affiliate of
the shareholder.
(8) Includes warrants and options to purchase 10,000 shares of Common Stock.
(9) Mr. Gregory resigned as an officer and director in May 1997.
(10) Includes warrants and options to purchase 273,053 shares of Common Stock.
(11) Excludes director nominees and Mr. Gregory.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to the Chief Executive Officer and for all other executive
officers whose total annual salary and bonus exceeded $100,000 during 1996.
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
officers received perquisites and other personal benefits in amounts less than
10% of their total annual salary and bonus. Mr. Gregory resigned as an officer
and director in May 1997 to pursue other interests.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION OTHER ANNUAL COMPENSATION ALL OTHER
YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
---- -------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ 1996 $153,771 $20,000 -- 35,000 --
Chief Executive Officer 1995 133,519 -- -- 3,250 --
1994 110,168 -- -- -- --
Lynne S. Bernhard....... 1996 $ 90,645 $17,500 -- 18,500 --
President, AMEDISYS 1995 78,958 -- -- 3,250 --
Resource Management 1994 75,000 -- -- -- --
Irvin T. Gregory........ 1996 $127,300 -- -- 28,500(/1/) --
President, Outpatient
Surgery
</TABLE>
- --------
(1) Effective June 1997, these options were canceled.
EMPLOYMENT AGREEMENTS
Except for Mr. Borne, none of the officers of the Company is subject to an
employment agreement. On October 1, 1996, Mr. Borne entered into an employment
agreement with the Company with a term through December 31, 1997 which
provides for successive one-year renewals unless either party gives 30-day
written notice of its election not to renew prior to the expiration of the
term. The agreement provides for a base salary of $200,000 annually and an
annual bonus equal to the greater of (i) 25% of the base salary for the
applicable year if the Company achieves a 20% or greater increase in its stock
price, or (ii) 100% of the base salary for the applicable year if the
Company's earnings per share is at or above the Company's budgeted projection
for such year or if the Company achieves a 50% or greater increase in its
stock price. Mr. Borne is entitled to participate in Company benefit plans,
receives 20 business days vacation, an automobile with a value of at least
$50,000, plus reasonable expenses. Pursuant to the agreement, Mr. Borne
received a three-year $125,000 loan bearing interest at the Company's best
borrowing rate. In the event of termination of employment for death or
disability, Mr. Borne shall be entitled to payment of salary and bonus for the
lesser of one year or the remaining term under the agreement. In the event of
termination without cause or if Mr. Borne resigns for good reason he shall be
entitled to the payment of the full base salary for the period of one year and
an amount equal to the aggregate bonus amount paid to Mr. Borne for the most
recently completed calendar year. Additionally, the agreement provides that
during its term and for a one-year period thereafter, Mr. Borne shall not
compete with the Company.
11
<PAGE>
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, 1996, options to
purchase an aggregate of 265,023 shares were outstanding under the Plan.
1995 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
OPTIONS PERCENT OF PRICE APPRECIATION
GRANTED TOTAL OPTIONS EXERCISE PRICE EXPIRATION FOR OPTION TERM
NAME (SHARES) GRANTED (PER SHARE) DATE 5% 10%
---- -------- ------------- -------------- ------------- -- ----------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ 3,250 11.75 $7.00 April 1998 $ 2,332 $ 4,778
Lynne S. Bernhard....... 3,250 11.75 $7.00 April 1998 $ 2,332 $ 4,778
1996 STOCK OPTION GRANTS
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
OPTIONS PERCENT OF PRICE APPRECIATION
GRANTED TOTAL OPTIONS EXERCISE PRICE EXPIRATION FOR OPTION TERM
NAME (SHARES) GRANTED (PER SHARE) DATE 5% 10%
---- -------- ------------- -------------- ------------- -- ----------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ 35,000 14.67 $6.61 August 2001 $ 11,568 $ 23,135
Lynne S. Bernhard....... 18,500 7.75 $6.61 August 2001 $ 6,114 $ 12,229
Irvin T. Gregory........ 28,500 11.95 $6.61 August 2001 $ 9,419 $ 18,835
*1997 STOCK OPTION GRANTS
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
OPTIONS PERCENT OF PRICE APPRECIATION
GRANTED TOTAL OPTIONS EXERCISE PRICE EXPIRATION FOR OPTION TERM
NAME (SHARES) GRANTED (PER SHARE) DATE 5% 10%
---- -------- ------------- -------------- ------------- -- ----------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ 34,525 17.94 $6.20 February 2007 $ 10,703 $ 21,406
Lynne S. Bernhard....... 14,644 7.61 $6.20 February 2007 $ 4,540 $ 9,079
Irvin T. Gregory........ 29,365(/1/) -- $ -- -- $ -- $ --
</TABLE>
- --------
* Subsequent to December 31, 1996, the Company's board of directors approved
the grant of options covering the purchase of 282,000 shares of stock at
$6.20 per share. The stock purchase options became exercisable ratably over
a three year period beginning February 1997 and terminate February 2007.
(1)Effective June 1997, these options were canceled.
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SHARES SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS(*)
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ -- -- 26,425 46,330 $20,363 $39,101
Lynne S. Bernhard....... -- -- 14,298 22,096 $ 9,885 $18,144
Irvin T. Gregory........ -- -- 19,288 38,577 $16,357 $32,716
</TABLE>
- --------
(*) Computed based on the differences between the fair market value and
aggregate exercise prices.
12
<PAGE>
CERTAIN TRANSACTIONS
Notes receivable from related parties consist of unsecured and non-interest
bearing notes from the chief executive officer and certain stockholders of the
Company totaling approximately $40,000 and $18,000 at December 31, 1996 and
1995, and receivables from an internal medicine clinic ("IMC") totaling
approximately $150,000 and $256,000 at December 31, 1996 and 1995. The fair
value of the notes receivable from related parties is equal to the recorded
value due to the short term nature of the notes.
In March 1994, the Company entered into an agreement with IMC, an unrelated
party, to form a new corporation ("APS") which is 60% owned by the Company and
40% owned by the owners of IMC. APS acquired equipment and personal property
from IMC for approximately $340,000 and managed through mid 1996 the
continuing operations of IMC. The Company loaned funds to APS to acquire the
assets of IMC and meet working capital requirements. This loan to APS, which
is to be repaid solely from the revenues of APS over a five-year period, bears
interest at a rate of prime plus 2% and is eliminated in consolidation. APS
recorded management fees of $28,097 in 1996 and $541,441 in 1995 from IMC. As
discussed above, the unpaid management fees are included in notes receivable
from related parties. Effective January 1, 1996, IMC issued new notes to APS
for the unpaid balance on this date. These notes bear interest at 9%, require
monthly principal and interest payments of $4,076 with the balance due on
maturity of January 1, 1999 and are secured by the accounts receivable of IMC.
In accordance with the terms of the agreements with IMC, IMC has the right
and option to sell its stock back to APS at a price equal to 3.5 times the
earnings per share of APS attributable to each share of APS stock, to be
calculated based on the largest annual earnings per share amount during the
three-year period prior to the time such repurchase is requested by IMC. This
option became exercisable in March 1997.
Notes payable to Vista Maple, a related party, consist primarily of a note
issued in 1994 in the original amount of $1,080,000 bearing interest at 9%.
The note is secured by all real estate and personal property of one of the
surgical care centers. Maturities of this debt as of December 31, 1996 are as
follows:
<TABLE>
<S> <C>
1997............................................................. $ 44,335
1998............................................................. 48,494
1999............................................................. 53,043
2000............................................................. 58,019
2001............................................................. 63,461
Thereafter....................................................... 720,575
--------
$987,927
========
</TABLE>
The fair value of this note at December 31, 1996, estimated based on the
Company's current borrowing rate of 9.75%, was approximately $950,929.
Prior to acquisition by the Company, ASC engaged in the following
transactions with related parties during 1995 and 1994. Payments totaling
approximately $108,000 in 1995 and $229,000 in 1994 were made to RPH, Inc., a
corporation owned by Drs. Jose Reyes, Boris Payan, and R.E. Hearn, for
anesthesia services. The primary owners of RPH, Inc. were also controlling
owners of ASC.
During 1994, the Company purchased the interest of two members (totaling
7.6%) for $35,000 per percentage point, $252,000 in aggregate. This purchase
was effected through the issuance of notes payable. Of the purchase interest,
3% was sold in 1994 for $35,000 per percentage point, or $105,000. The
remaining repurchased interest of 4.6% has been reflected as a reduction of
retained earnings in the accompanying financial statements.
In 1995, APS paid medical director fees of $24,000 to a stockholder of the
Company and a total of $24,000 to two of the owners of IMC.
13
<PAGE>
The Company had an investment in Network Wellness Systems, Inc. ("NWS"), the
corporate general partner of Sports/Spa and Clinic, a Louisiana Partnership in
Commendam ("SSC"), which operated a health club, spa, salon and wellness
facility within the Sandestin Resort (the" Resort") in Destin, Florida. SSC
began business in November, 1991 and subsequently was placed in Chapter 11
Reorganization on April 23, 1993. The bankruptcy proceeding was thereafter
converted to a Chapter 7 liquidation. The Company determined the unpaid
balance due from NWS ($99,487) to be uncollectible and charged it against
income in 1994. Two of the owners of IMC are also affiliated with NWS and SSC.
REPORT OF THE COMPENSATION COMMITTEE
The Company's executive compensation is supervised by the Compensation
Committee of the Board of Directors. The Company seeks to provide executive
compensation that will support the achievement of the Company's financial
goals while attracting and retaining talented executives and rewarding
superior performance. In performing this function, the Compensation Committee
reviews executive compensation surveys and other available information and may
from time to time consult with independent compensation consultants.
The Company seeks to provide an overall level of compensation to the
Company's executives that is competitive within the healthcare industry and
other companies of comparable size and complexity. Compensation in any
particular case may vary from any industry average on the basis of annual and
long-term Company performance as well an individual performance. The
Compensation Committee will exercise its discretion to set compensation where
in its judgment external, internal or individual circumstances warrant it.
In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of cash
bonuses and long-term incentive compensation in the form of stock options.
Base Salary
Base salary levels for the Company's executive officers are set generally to
be competitive in relation to the salary levels of executive officers in other
companies within the healthcare industry or other companies of comparable
size, taking into consideration the position's complexity, responsibility and
need for special expertise. In reviewing salaries in individual cases the
Compensation Committee also takes into account individual experience and
performance.
Annual Incentive Compensation
The Compensation Committee has historically structured employment
arrangements with incentive compensation. Payment of bonuses has generally
depended upon the Company's achievement of pre-tax income targets established
at the beginning of each fiscal year or other significant corporate
objectives. Individual performance is also considered in determining bonuses.
Long-Term Incentive Compensation
The Company provides long-term incentive compensation through its stock
option plan. The number of shares covered by any grant is generally determined
by the then-current stock price, subject in certain circumstances, to vesting
requirements. In special cases, however, grants may be made to reflect
increased responsibilities or reward extraordinary performance.
Chief Executive Officer Compensation
Mr. Borne has served as chief executive officer since 1982. Mr. Borne's
annual base salary is $190,440 pursuant to his employment agreement described
herein. Mr. Borne's salary was increased from $137,080 to $180,000 in fiscal
1996. Mr. Borne received option issuances based upon the overall performance
of the Company in fiscal 1996.
14
<PAGE>
The overall goal of the Compensation Committee is to ensure that compensation
policies are established that are consistent with the Company's strategic
business objectives and that provide incentives for the attainment of those
objectives. This is effected in the context of a compensation program that
includes base pay, annual incentive compensation and stock ownership.
Compensation Committee:
William F. Borne
Karl A. LeBlanc
Alan J. Ostrowe
15
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the cumulative
total stockholder return on the Common Stock of the Company for the three-year
period ending December 31, 1996, with the cumulative total return on the
Nasdaq Composite index and a peer-group index over the same period (assuming
the investment of $100 in the Company's Common Stock, the Nasdaq Composite
index and the peer group). The peer group selected by the Company includes the
Company, Staff Builders, Inc., The Care Group, Inc., Transworld Healthcare,
Inc., In Home Health, Inc. and Interim, Inc.
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
PEER NASDAQ
AMEDISYS GROUP COMPOSITE
-------- ----- ---------
<S> <C> <C> <C>
12-31-93 $100 $100 $100
12-31-94 97 100 118
12-31-95 118 130 140
12-31-96 115 132 187
</TABLE>
16
<PAGE>
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 1998 Annual Meeting must be received by the
Company no later than May 2, 1998 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
/s/ William F. Borne
William F. Borne, Chief Executive
Officer
July 16, 1997
17
<PAGE>
PROXY
AMEDISYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
August 6, 1997
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 at the Hilton Hotel located at 5500 Hilton Avenue, Baton
Rouge, Louisiana on Wednesday, August 6, 1997 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 nine Directors.
FOR WITHHOLD
--- --------
William F. Borne [ ] [ ]
William M. Hession, Jr. [ ] [ ]
Karl A. LeBlanc, M.D. [ ] [ ]
Alan J. Ostrowe, M.D. [ ] [ ]
David Pitts [ ] [ ]
Peter F. Ricchiuti [ ] [ ]
Jake L. Netterville [ ] [ ]
Ronald A. LaBorde [ ] [ ]
S.F. Hartley, D.P.M. [ ] [ ]
FOR AGAINST ABSTAIN
--- ------- -------
2. To amend the Company's Statutory Stock [ ] [ ] [ ]
Option Plan for Employees to increase
the number of shares reserved for issuance
thereunder by 500,000 shares.
3. To ratify the selection of Arthur Andersen [ ] [ ] [ ]
LLP and Hannis T. Bourgeois & Co., LLP
as independent public accountants of the
Company for the fiscal year ending
December 31, 1997.
4. The proxies are authorized to vote as they
determine in their discretion upon such
other matters as may properly come before
the meeting.
<PAGE>
THIS PROXY WILL BE VOTED FOR THE CHOICES SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR ITEMS 1, 2 and 3, THIS PROXY WILL BE VOTED FOR THESE ITEMS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated July 16, 1997.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:______________________ ____________________________
[SIGNATURE]
____________________________
[SIGNATURE IF JOINTLY HELD]
____________________________
[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.
