<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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>
Wackenhut Corrections Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[WACKENHUT CORRECTIONS LOGO]
EXECUTIVE OFFICES
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410-4243
Telephone: (561) 622-5656
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON MAY 4, 2000
To the Shareholders:
The Annual Meeting of the Shareholders of Wackenhut Corrections Corporation will
be held on Thursday, May 4, 2000, at 9:00 A.M. at the Ritz-Carlton, Palm Beach,
100 South Ocean Blvd., Manalapan, Florida, for the purpose of considering and
acting on the matters following:
(1) the election of nine directors for the ensuing year;
(2) ratification of the action of the Board of Directors in
appointing the firm of Arthur Andersen LLP to be the
independent certified public accountants of the Corporation
for the fiscal year 2000, and to perform such other services
as may be requested;
(3) approval of an amendment to the Stock Option Plan - 1994;
(4) approval of an amendment to the Stock Option Plan - 1999;
(5) approval of the amendment and restatement of the Articles of
Incorporation; and
(6) the transaction of any other business as may properly come
before the meeting or any adjournment or adjournments thereof.
Only shareholders of Common Stock of record at the close of business March 17,
2000, the record date and time fixed by the Board of Directors, are entitled to
notice and to vote at said meeting.
ALL COMMON STOCK SHAREHOLDERS ARE URGED EITHER TO ATTEND THE MEETING IN PERSON
OR TO VOTE BY PROXY.
If you are a registered shareholder, you can ensure that your shares are
represented at the Annual Meeting in one of two ways:
1) by completing, signing, dating and mailing the enclosed proxy
card in the enclosed postage-paid envelope;
2) by calling the toll-free number indicated on the enclosed
proxy card to vote by phone.
If you attend the meeting in person, you may, if you wish, revoke your proxy and
vote in person.
If your shares are held in the name of a broker, bank or other holder of record,
you may attend the Annual Meeting, but may not vote at the meeting unless you
have first obtained a proxy, executed in your favor, from the owner of record.
By order of the Board of Directors.
John J. Bulfin
General Counsel
March 31, 2000
<PAGE> 3
PROXY STATEMENT
March 31, 2000
Wackenhut Corrections Corporation
Executive Offices
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410-4243
Telephone: (561) 622-5656
General Information
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Wackenhut Corrections Corporation (the "Company" or
the "Corporation") for the Annual Meeting of Shareholders of the Corporation to
be held at the Ritz-Carlton, Palm Beach, 100 South Ocean Blvd., Manalapan,
Florida, May 4, 2000, and all adjournments thereof. Please note the Proxy Card
provides a means to withhold authority to vote for any individual
director-nominee. Also note the format of the Proxy Card which provides an
opportunity to specify your choice between approval, disapproval or abstention
with respect to the proposal to ratify the appointment of Arthur Andersen LLP as
independent certified public accountants of the Corporation, the proposal of an
amendment to the Stock Option Plan - 1994, the proposal of an amendment to the
Stock Option Plan - 1999 and the proposal to amend and restate the Articles of
Incorporation. A Proxy Card which is properly executed, returned and not revoked
will be voted in accordance with the instructions indicated. A Proxy voted by
telephone and not revoked will be voted in accordance with the shareholder's
instructions. If no instructions are given, proxies which are signed and
returned or voted by telephone will be voted as follows:
FOR - The slate of Directors proposed by the Board of Directors;
FOR - The proposal to ratify the appointment of Arthur Andersen
LLP as the independent certified public accountants of the
Corporation;
FOR - The proposal to amend the Stock Option Plan - 1994;
FOR - The proposal to amend the Stock Option Plan - 1999; and
FOR - The proposal to amend and restate the Articles of
Incorporation.
The enclosed proxy gives discretionary authority as to any matters not
specifically referred to therein. Management is not aware of any other matters
to be presented for action by shareholders before the Annual Meeting. If any
such matter or matters properly come before the Annual Meeting, it is understood
that the designated proxy holders have discretionary authority to vote thereon.
Holders of shares of the Common Stock of the Corporation of record as of the
close of business on March 17, 2000, will be entitled to one vote for each share
of stock standing in their name on the books of Wackenhut Corrections
Corporation.
On March 17, 2000, 22,386,992 shares of Common Stock were outstanding. The
Common Stock will vote as a single class for the election of Directors, to
ratify the appointment of Arthur Andersen LLP, to approve an amendment to the
Stock Option Plan - 1994, to approve an amendment to the Stock Option Plan -
1999, to approve to amend and restate the Articles of Incorporation, and on any
other matter which may properly come before the meeting.
Any person giving a proxy has the power to revoke it any time before it is voted
by written notice to the Corporation or attending the meeting and voting the
shares.
The cost of preparation, assembly and mailing this Proxy Statement material will
be borne by the Corporation. It is contemplated that the solicitation of proxies
will be by mail and telephone. This Proxy Statement and the accompanying form of
proxy are being mailed to shareholders of the Corporation on or about March 31,
2000.
2
<PAGE> 4
THE ELECTION OF DIRECTORS
The Board of Directors will be comprised of nine (9) members. Unless instructed
otherwise, the persons named on the accompanying Proxy Card will vote for the
election of the nominees named below to serve for the ensuing year and until
their successors are elected and have qualified. All of the nominees are
presently directors of the Corporation who were elected by the shareholders at
their last annual meeting.
If any nominee for director shall become unavailable (which management has no
reason to believe will be the case), it is intended that the shares represented
by the enclosed Proxy Card will be voted for any such replacement or substitute
nominee as may be nominated by the Board of Directors. A brief biographical
statement for each nominee follows:
<TABLE>
<CAPTION>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
- --------------------------------------------------------------------------------
<S> <C>
WAYNE H. CALABRESE MR. CALABRESE IS THE PRESIDENT AND CHIEF OPERATING
1998 OFFICER OF THE COMPANY, AND PRESIDENT OF THE
Age 49 SUBSIDIARY WCC DEVELOPMENT, INC. HE SERVED AS
EXECUTIVE VICE PRESIDENT OF THE COMPANY FROM 1994 TO
1996 AND WAS NAMED CHIEF OPERATING OFFICER AND
[PHOTO] PRESIDENT IN 1997. HE JOINED THE COMPANY AS VICE
PRESIDENT, BUSINESS DEVELOPMENT IN 1989, AND FROM
1992 TO 1994 SERVED AS CHIEF EXECUTIVE OFFICER OF
AUSTRALASIAN CORRECTIONAL MANAGEMENT, PTY LTD., A
SUBSIDIARY OF THE COMPANY BASED IN SYDNEY, AUSTRALIA.
OTHER DIRECTORSHIPS INCLUDE WACKENHUT CORRECTIONS
(UK) LTD., PREMIER CUSTODIAL GROUP LIMITED, PREMIER
PRISON SERVICES LIMITED, PREMIER TRAINING SERVICES
LIMITED, LOWDHAM GRANGE PRISON SERVICES LIMITED,
KILMARNOCK PRISON SERVICES LIMITED, KILMARNOCK PRISON
(HOLDINGS) LIMITED, PUCKLECHURCH CUSTODIAL SERVICES
LIMITED, PUCKLECHURCH CUSTODIAL (HOLDINGS) LIMITED,
MEDOMSLEY TRAINING SERVICES LIMITED, MEDOMSLEY
HOLDINGS LIMITED, PREMIER GEOGRAFIX LIMITED, PREMIER
MONITORING SERVICES LIMITED, MORETON PRISON SERVICES
LIMITED, MORETON PRISON (HOLDINGS) LIMITED AND
WACKENHUT CORRECTIONS CORPORATION, N.V.. PRIOR TO
JOINING THE COMPANY, MR. CALABRESE WAS A PARTNER IN
THE AKRON (OH) LAW FIRM OF CALABRESE, DOBBINS AND
KEPPLE. HIS PRIOR EXPERIENCE INCLUDES POSITIONS AS
ASSISTANT CITY LAW DIRECTOR IN AKRON AND ASSISTANT
COUNTY PROSECUTOR AND CHIEF OF THE COUNTY BUREAU OF
SUPPORT FOR SUMMIT COUNTY (OH). HE IS A GRADUATE OF
THE UNIVERSITY OF AKRON AND HAS A JURIS DOCTOR FROM
THE UNIVERSITY OF AKRON LAW SCHOOL. (D)
- --------------------------------------------------------------------------------
NORMAN A. CARLSON MR. CARLSON HAS SERVED AS A DIRECTOR OF THE
1994 CORPORATION SINCE APRIL 1994, AND HAD PREVIOUSLY
Age 66 SERVED AS A DIRECTOR OF THE WACKENHUT CORPORATION
SINCE APRIL 1993. MR. CARLSON RETIRED FROM THE
DEPARTMENT OF JUSTICE IN 1987 AFTER SERVING FOR 17
[PHOTO] YEARS AS DIRECTOR OF THE FEDERAL BUREAU OF PRISONS.
DURING HIS 30-YEAR CAREER, MR. CARLSON WORKED AT THE
UNITED STATES PENITENTIARY, LEAVENWORTH, KANSAS, AND
THE FEDERAL CORRECTIONAL INSTITUTION, ASHLAND,
KENTUCKY. MR. CARLSON WAS PRESIDENT OF THE AMERICAN
CORRECTIONAL ASSOCIATION FROM 1978 TO 1980, AND IS A
FELLOW IN THE NATIONAL ACADEMY OF PUBLIC
ADMINISTRATION. FROM 1987 UNTIL 1998, MR. CARLSON WAS
ADJUNCT PROFESSOR IN THE DEPARTMENT OF SOCIOLOGY AT
THE UNIVERSITY OF MINNESOTA. (C)(E)(F)
- --------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
- --------------------------------------------------------------------------------
<S> <C>
BENJAMIN R. CIVILETTI MR. CIVILETTI HAS SERVED AS A DIRECTOR OF THE
1994 CORPORATION SINCE APRIL 1994. MR. CIVILETTI HAS BEEN
Age 64 CHAIRMAN OF THE LAW FIRM VENABLE, BAETJER AND HOWARD
SINCE 1993 AND WAS MANAGING PARTNER OF THE FIRM FROM
1987 TO 1993. FROM 1979 TO 1980, MR. CIVILETTI SERVED
AS THE ATTORNEY GENERAL OF THE UNITED STATES. MR.
[PHOTO] CIVILETTI IS CHAIRMAN OF THE BOARD OF GREATER
BALTIMORE MEDICAL CENTER AND THE FOUNDING CHAIRMAN OF
THE MARYLAND LEGAL SERVICES CORPORATION; A DIRECTOR
OF BETHLEHEM STEEL CORPORATION, AND A DIRECTOR OF
MBNA CORPORATION AND MBNA INTERNATIONAL, AND IS A
DIRECTOR OF THE WACKENHUT CORPORATION. MR. CIVILETTI
IS A FELLOW OF THE AMERICAN BAR FOUNDATION, THE
AMERICAN LAW INSTITUTE, AND THE AMERICAN COLLEGE OF
TRIAL LAWYERS. MR. CIVILETTI WAS CHAIRMAN OF THE
MARYLAND GOVERNOR'S COMMISSION ON WELFARE POLICY IN
1993, AND A MEMBER OF THE MARYLAND GOVERNOR'S TASK
FORCE ON ALTERNATIVES TO INCARCERATION IN 1991.
(B)(C)(E)(F)
- --------------------------------------------------------------------------------
RICHARD H. GLANTON MR. GLANTON IS A PARTNER, CORPORATE AND FINANCE
1998 GROUP, IN THE LAW FIRM OF REED SMITH SHAW & MCCLAY
Age 53 LLP, PHILADELPHIA, PA AND HAS BEEN WITH THE FIRM
SINCE 1987. FROM 1979 TO 1983, HE WAS DEPUTY COUNSEL
TO RICHARD L. THORNBURGH, FORMER GOVERNOR OF
PENNSYLVANIA. MR. GLANTON PRESENTLY SERVES ON THE
[PHOTO] BOARDS OF COMMERCIAL GENERAL UNION OF NORTH AMERICA;
PECO ENERGY COMPANY; AND PHILADELPHIA SUBURBAN
CORPORATION, A WATER UTILITY COMPANY. HE IS ALSO
CHAIRMAN OF PHILADELPHIA TELEVISION NETWORK, A NEW
24-HOUR ALL-NEWS TELEVISION STATION IN PHILADELPHIA.
HE SERVED AS CO-CHAIR OF THE GIRARD INDEPENDENT
COMMITTEE WHICH WAS ESTABLISHED IN DECEMBER, 1997 FOR
THE PURPOSE OF INVESTIGATING THE MANAGEMENT OF A
LARGE TRUST FUND IN PHILADELPHIA, WHICH CONCLUDED ITS
MISSION BY ABOUT JUNE, 1998. HE IS A GRADUATE OF WEST
GEORGIA COLLEGE, AND EARNED A J.D. DEGREE FROM THE
UNIVERSITY OF VIRGINIA SCHOOL OF LAW.(B)(F)
- --------------------------------------------------------------------------------
MANUEL J. JUSTIZ DR. JUSTIZ HAS BEEN A DIRECTOR OF THE CORPORATION
1994 SINCE JUNE 1994. ON JANUARY 1, 1990, DR. JUSTIZ WAS
Age 51 APPOINTED DEAN OF THE COLLEGE OF EDUCATION AT THE
UNIVERSITY OF TEXAS AT AUSTIN, WHERE HE HOLDS THE
A.M. AIKIN REGENTS CHAIR IN EDUCATIONAL LEADERSHIP
AND THE LEE HAGE JAMAIL REGENTS CHAIR IN EDUCATION.
[PHOTO] FROM 1985 TO 1989, DR. JUSTIZ WAS A CHAIRED PROFESSOR
OF EDUCATIONAL LEADERSHIP AND PUBLIC POLICIES AT THE
UNIVERSITY OF SOUTH CAROLINA, AND IN THE ACADEMIC
YEAR 1988-89 WAS THE MARTIN LUTHER KING-ROSA PARKS
DISTINGUISHED SCHOLAR-IN-RESIDENCE AT THE UNIVERSITY
OF MICHIGAN IN ANN ARBOR. FROM 1982 TO 1985, DR.
JUSTIZ SERVED AS THE DIRECTOR OF THE NATIONAL
INSTITUTE OF EDUCATION AFTER BEING APPOINTED BY
PRESIDENT REAGAN AND CONFIRMED BY THE U.S. SENATE. IN
THIS POSITION, DR. JUSTIZ SERVED AS PRINCIPAL
SPOKESPERSON FOR EDUCATIONAL POLICY AND RESEARCH TO
THE PRESIDENT, SECRETARY OF EDUCATION, CONGRESS AND
EDUCATION ASSOCIATIONS. DR. JUSTIZ SERVES AS
STRATEGIC ADVISOR TO VOYAGER EXPANDED LEARNING. DR.
JUSTIZ EARNED A PHD IN HIGHER EDUCATION
ADMINISTRATION FROM SOUTHERN ILLINOIS UNIVERSITY IN
1976. HE RECEIVED A BACHELOR OF ARTS DEGREE IN
POLITICAL SCIENCE IN 1970 AND A MASTERS OF SCIENCE
DEGREE IN EDUCATION IN 1972. HE ALSO HOLDS THREE
HONORARY DOCTORATE DEGREES FROM OTHER COLLEGES AND
UNIVERSITIES. (D)(E)(F)
- --------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
- --------------------------------------------------------------------------------
<S> <C>
JOHN F. RUFFLE MR. RUFFLE RETIRED IN JUNE, 1993 AS VICE CHAIRMAN AND
1997 DIRECTOR OF J.P. MORGAN & CO., INC., AND MORGAN
Age 62 GUARANTY TRUST COMPANY OF NEW YORK. HE JOINED J.P.
MORGAN IN 1970 AS CONTROLLER AND WAS NAMED CFO IN
1980, AND ELECTED VICE CHAIRMAN IN 1985. EARLIER, HE
WAS ASSISTANT TREASURER AND DIRECTOR OF ACCOUNTING
[PHOTO] FOR INTERNATIONAL PAPER COMPANY. MR. RUFFLE ALSO
SERVES AS A DIRECTOR OF BETHLEHEM STEEL CORPORATION,
AMERICAN SHARED HOSPITAL SERVICES, AND TRIDENT
CORPORATION, AND IS A DIRECTOR OF THE WACKENHUT
CORPORATION. HE IS A TRUSTEE OF THE JOHNS HOPKINS
UNIVERSITY AND OF JPM SERIES TRUST II (MUTUAL FUNDS).
HE IS A PAST PRESIDENT OF THE BOARD OF TRUSTEES OF
THE FINANCIAL ACCOUNTING FOUNDATION AND A PAST
CHAIRMAN OF THE FINANCIAL EXECUTIVES INSTITUTE, AND
IN 1991 RECEIVED THE FINANCIAL EXECUTIVE INSTITUTE'S
NATIONAL AWARD FOR DISTINGUISHED SERVICE. MR. RUFFLE
IS A GRADUATE OF THE JOHNS HOPKINS UNIVERSITY AND
EARNED AN M.B.A. IN FINANCE FROM RUTGERS UNIVERSITY.
HE IS ALSO A CPA. (C)(D)(F)
- --------------------------------------------------------------------------------
GEORGE R. WACKENHUT MR. WACKENHUT IS CHAIRMAN OF THE BOARD. HE IS
1988 CHAIRMAN OF THE BOARD AND WAS CHIEF EXECUTIVE OFFICER
Age 80 OF THE WACKENHUT CORPORATION (TWC OR PARENT) UNTIL
FEBRUARY 17, 2000. HE WAS PRESIDENT OF TWC FROM THE
TIME IT WAS FOUNDED IN 1954 UNTIL APRIL 26, 1986. HE
FORMERLY WAS A SPECIAL AGENT OF THE FEDERAL BUREAU OF
[PHOTO] INVESTIGATION. MR. WACKENHUT IS A MEMBER OF THE BOARD
OF TRUSTEES OF CORRECTIONAL PROPERTIES TRUST, A
FORMER MEMBER OF THE BOARD OF DIRECTORS OF SSJ
MEDICAL DEVELOPMENT, INC., MIAMI, FLORIDA, AND IS ON
THE DEAN'S ADVISORY BOARD OF THE UNIVERSITY OF MIAMI
SCHOOL OF BUSINESS. HE IS ON THE NATIONAL COUNCIL OF
TRUSTEES, FREEDOMS FOUNDATION AT VALLEY FORGE, THE
PRESIDENT'S ADVISORY COUNCIL FOR THE SMALL BUSINESS
ADMINISTRATION, REGION IV, AND A MEMBER OF THE
NATIONAL BOARD OF THE NATIONAL SOCCER HALL OF FAME.
HE IS A PAST PARTICIPANT IN THE FLORIDA GOVERNOR'S
WAR ON CRIME AND A PAST MEMBER OF THE LAW ENFORCEMENT
COUNCIL, NATIONAL COUNCIL ON CRIME AND DELINQUENCY,
AND THE BOARD OF VISITORS OF THE U.S. ARMY MILITARY
POLICE SCHOOL. HE IS ALSO A MEMBER OF THE AMERICAN
SOCIETY FOR INDUSTRIAL SECURITY. HE WAS A RECIPIENT
IN 1990 OF THE LABOR ORDER OF MERIT, FIRST CLASS,
FROM THE GOVERNMENT OF VENEZUELA; AND, IN 1999 WAS
AWARDED THE ELLIS ISLAND MEDAL OF HONOR BY THE
NATIONAL ETHNIC COALITION OF ORGANIZATIONS. ALSO IN
1999, HE WAS INDUCTED INTO THE WEST CHESTER
UNIVERSITY HALL OF FAME AND THE ATHLETE'S HALL OF
FAME IN HIS HOME COUNTY, DELAWARE COUNTY, PA. MR.
WACKENHUT RECEIVED HIS B.S. DEGREE FROM THE
UNIVERSITY OF HAWAII AND HIS M.ED. DEGREE FROM JOHNS
HOPKINS UNIVERSITY. MR. WACKENHUT IS THE FATHER OF
RICHARD R. WACKENHUT, A DIRECTOR-NOMINEE. (A)(B)
- --------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
- --------------------------------------------------------------------------------
<S> <C>
RICHARD R. WACKENHUT MR. WACKENHUT, VICE CHAIRMAN OF THE BOARD OF THE
1988 WACKENHUT CORPORATION (TWC OR PARENT) SINCE NOVEMBER,
Age 52 5, 1999, HAS BEEN PRESIDENT AND CHIEF EXECUTIVE
OFFICER SINCE FEBRUARY 17, 2000 AND WAS PRESIDENT AND
CHIEF OPERATING OFFICER FROM APRIL 26, 1986. HE WAS
FORMERLY SENIOR VICE PRESIDENT, OPERATIONS FROM
[PHOTO] 1983-1986. HE WAS MANAGER OF PHYSICAL SECURITY FROM
1973-74. HE ALSO SERVED AS MANAGER, DEVELOPMENT AT
TWC HEADQUARTERS FROM 1974-76; AREA MANAGER,
COLUMBIA, SC FROM 1976-77; DISTRICT MANAGER,
COLUMBIA, SC FROM 1977-79; DIRECTOR, PHYSICAL
SECURITY DIVISION AT TWC HEADQUARTERS 1979-80; VICE
PRESIDENT, OPERATIONS FROM 1981-82; AND SENIOR VICE
PRESIDENT, DOMESTIC OPERATIONS FROM 1982-83. MR.
WACKENHUT IS A MEMBER OF THE BOARD OF DIRECTORS OF
THE WACKENHUT CORPORATION, A DIRECTOR OF WACKENHUT
DEL ECUADOR, S.A.; WACKENHUT UK, LIMITED; WACKENHUT
DOMINICANA, S.A.; CHAIRMAN OF THE BOARD OF DIRECTORS
OF WACKENHUT RESOURCES, INC.; A MEMBER THE BOARD OF
TRUSTEES OF CORRECTIONAL PROPERTIES TRUST; AND A
DIRECTOR OF SEVERAL DOMESTIC SUBSIDIARIES OF THE
CORPORATION. HE IS VICE CHAIRMAN OF ASSOCIATED
INDUSTRIES OF FLORIDA. HE IS ALSO A MEMBER OF THE
AMERICAN SOCIETY FOR INDUSTRIAL SECURITY, A MEMBER OF
THE CITADEL ADVISORY COUNCIL, A MEMBER OF THE
INTERNATIONAL SECURITY MANAGEMENT ASSOCIATION, AND A
MEMBER OF THE INTERNATIONAL ASSOCIATION OF CHIEFS OF
POLICE. HE RECEIVED HIS B.A. DEGREE FROM THE CITADEL
IN 1969, AND COMPLETED THE ADVANCED MANAGEMENT
PROGRAM OF THE HARVARD UNIVERSITY SCHOOL OF BUSINESS
ADMINISTRATION IN 1987. MR. WACKENHUT IS THE SON OF
GEORGE R. WACKENHUT, A DIRECTOR-NOMINEE. (A)
- --------------------------------------------------------------------------------
GEORGE C. ZOLEY DR. ZOLEY IS VICE CHAIRMAN AND CHIEF EXECUTIVE
1988 OFFICER OF THE COMPANY. HE HAS SERVED AS PRESIDENT
Age 50 AND A DIRECTOR OF THE COMPANY SINCE IT WAS
INCORPORATED IN 1988, AND CHIEF EXECUTIVE OFFICER
SINCE APRIL 1994. DR. ZOLEY ESTABLISHED THE
CORPORATION AS A DIVISION OF THE WACKENHUT
[PHOTO] CORPORATION IN 1984, AND CONTINUES TO BE A MAJOR
FACTOR IN THE COMPANY'S DEVELOPMENT OF ITS PRIVATIZED
CORRECTIONAL AND DETENTION FACILITY BUSINESS. DR.
ZOLEY IS ALSO A DIRECTOR OF WACKENHUT CORRECTIONS
(UK) LTD., PREMIER CUSTODIAL GROUP LIMITED, PREMIER
PRISON SERVICES LIMITED, PREMIER TRAINING SERVICES
LIMITED, LOWDHAM GRANGE PRISON SERVICES LIMITED,
KILMARNOCK PRISON SERVICES LIMITED, KILMARNOCK PRISON
(HOLDINGS) LIMITED, PUCKLECHURCH CUSTODIAL SERVICES
LIMITED, PUCKLECHURCH CUSTODIAL (HOLDINGS) LIMITED,
MEDOMSLEY TRAINING SERVICES LIMITED, MEDOMSLEY
HOLDINGS LIMITED, PREMIER GEOGRAFIX LIMITED, PREMIER
MONITORING SERVICES LIMITED, MORETON PRISON SERVICES
LIMITED, MORETON PRISON (HOLDINGS) LIMITED, WACKENHUT
CORRECTIONS CORPORATION AUSTRALIA PTY LIMITED,
AUSTRALASIAN CORRECTIONAL SERVICES PTY LIMITED,
AUSTRALASIAN CORRECTIONAL MANAGEMENT PTY LIMITED,
WACKENHUT CORRECTIONS CANADA, INC., WCC RE HOLDINGS,
INC., ATLANTIC SHORES HEALTHCARE, WACKENHUT
CORRECTIONS CORPORATION, N.V., AND, OF OTHER
SUBSIDIARIES THROUGH WHICH THE CORPORATION CONDUCTS
ITS OPERATIONS. MR. ZOLEY IS ALSO A TRUSTEE OF
CORRECTIONAL PROPERTIES TRUST. FROM 1981 THROUGH
1988, AS MANAGER, DIRECTOR, AND THEN VICE PRESIDENT
OF GOVERNMENT SERVICES OF WACKENHUT SERVICES, INC.
(WSI), DR. ZOLEY WAS RESPONSIBLE FOR THE DEVELOPMENT
OF OPPORTUNITIES IN THE PRIVATIZATION OF GOVERNMENT
SERVICES BY WSI. PRIOR TO JOINING WSI, DR. ZOLEY HELD
VARIOUS ADMINISTRATIVE AND MANAGEMENT POSITIONS FOR
CITY AND COUNTY GOVERNMENTS IN SOUTH FLORIDA. DR.
ZOLEY HAS BOTH A MASTERS AND DOCTORATE DEGREE IN
PUBLIC ADMINISTRATION. (A)(D)
</TABLE>
6
<PAGE> 8
(a) Member of Executive Committee
(b) Member of Nominating and Compensation Committee
(c) Member of Audit and Finance Committee
(d) Member of Corporate Planning Committee
(e) Member of Operations and Oversight Committee
(f) Member of Independent Committee
The election of the directors listed above will require the affirmative vote of
the holders of a plurality of the shares present or represented at the
shareholders meeting. Abstentions will be treated as shares represented at the
meeting and therefore will be the equivalent of a negative vote, and broker
non-votes will not be considered as shares represented at the meeting.
COMPOSITION AND FUNCTIONS OF SPECIFIC COMMITTEES OF THE BOARD OF DIRECTORS
Wackenhut Corrections Corporation has an Audit and Finance Committee whose
members were as follows:
John F. Ruffle, Chairman Benjamin R. Civiletti Norman A. Carlson
The Audit and Finance Committee met four times during the past fiscal year.
The Audit and Finance Committee's principal functions and responsibilities are
as follows:
1. Recommend the selection, retention, or termination of the
Corporation's independent auditors.
2. Review the proposed scope of the audit and fees.
3. Review the quarterly and annual financial statements and the
results of the audit with management, the internal auditors,
and the independent auditors with emphasis on the quality of
earnings in terms of accounting policies selected; this
activity would also entail assisting in the resolution of
problems that might arise in connection with an audit if and
when this becomes necessary.
4. Review with management and independent auditors the
recommendations made by the auditors with respect to changes
in accounting procedures and internal accounting controls as
well as other matters of concern to the independent auditors
resulting from their audit activity.
5. Review with management and members of the internal audit team
the activities of and recommendations made by this group.
6. Inquire about and be aware of all work (audit, tax,
consulting) that the independent auditors perform for the
Corporation.
7. Recommend policies to avoid unethical, questionable, or
illegal activities by Corporation personnel.
8. Make periodic reports to the full Board on its activities.
Wackenhut Corrections Corporation also has a Nominating and Compensation
Committee which, in addition to its role in recommending compensation for the
Chief Executive Officer and the other executive officers, evaluates possible
Director nominees and makes recommendations concerning such nominees to the
Board of Directors, and recommends to the Chairman and the Board itself the
composition of Board Committees and nominees for officers of the Corporation.
See the Report of the Compensation Committee later in this Proxy Statement.
Shareholders desiring to suggest qualified nominees for director should advise
the Secretary of the Corporation in writing and include sufficient biographical
material to permit an appropriate evaluation.
A total number of four meetings of the Board of Directors was held during the
1999 fiscal year.
7
<PAGE> 9
SECURITY OWNERSHIP
The following table shows the number of shares of the Corporation's Common
Stock, each with a par value of $.01 per share, that was beneficially owned as
of March 7, 2000, by each director nominee for election as director at the 2000
Annual Meeting of Shareholders, by each named executive officer, by all director
nominees and executive officers as a group, and by each person or group who was
known by the Corporation to beneficially own more than 5% of the Corporation's
outstanding Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIAL OWNER (1) AMOUNT & NATURE PERCENT
OF BENEFICIAL OF
OWNERSHIP (2)(4) CLASS
- --------------------------------------------------------------------
<S> <C> <C>
DIRECTOR NOMINEES
Wayne H. Calabrese 72,334 *
Norman A. Carlson 5,000 *
Benjamin R. Civiletti 8,000 *
Richard H. Glanton 4,000 *
Manuel J. Justiz 9,000 *
John F. Ruffle 7,500 *
George R. Wackenhut (beneficially
with wife, Ruth J. Wackenhut) 12,107,530(5) 54.08
Richard R. Wackenhut 74,666 *
George C. Zoley 194,000 *
EXECUTIVE OFFICERS
Robert W. Mianowski 15,000 *
John G. O'Rourke 39,000 *
Carol M. Brown 48,774 *
Patricia McNair Persante 46,032 *
ALL NOMINEES AND EXECUTIVE 12,647,836 56.50
OFFICERS AS A GROUP
OTHER
The Wackenhut Corporation (3) 12,000,000 53.60
Dresdener RCM Global Investors LLC (6) 1,121,700 *
</TABLE>
* Beneficially owns less than 1%
8
<PAGE> 10
NOTES
(1) Unless stated otherwise, the address of the beneficial owners
is 4200 Wackenhut Drive #100, Palm Beach Gardens, Florida
33410.
(2) Information concerning beneficial ownership was furnished by
the persons named in the table or derived from documents filed
with the Securities and Exchange Commission. Each person named
in the table has sole voting and investment power with respect
to the shares beneficially owned.
(3) Whose address is 4200 Wackenhut Drive #100, Palm Beach
Gardens, Florida 33410. These shares are indirectly held
through a wholly owned subsidiary of The Wackenhut
Corporation, Tuhnekcaw, Inc., a Delaware Corporation.
(4) Total shares include options which are immediately
exercisable. All shares shown for Executive Officers are
subject to such options.
(5) George R. Wackenhut and Ruth J. Wackenhut, through trusts over
which they have sole dispositive and voting power, control
50.05% of the issued and outstanding voting common stock of
The Wackenhut Corporation. The Wackenhut Corporation, through
a wholly owned subsidiary, Tuhnekcaw, Inc., controls the
Corporation. By virtue of their control of The Wackenhut
Corporation, George R. Wackenhut and Ruth J. Wackenhut are
deemed beneficial owners of the Corporation stock owned by The
Wackenhut Corporation.
(6) Persons Filing: Dresdener RCM Global Investors LLC, Dresdener
RCM Global Investors US Holdings LLC and Dresdener Bank AG
whose principal business addresses respectively are Four
Embarcadero Center, San Francisco, CA 94111; Four Embarcadero
Center, San Francisco, CA 94111; and Jurgen-Ponto-Platz 1,
60301 Frankfurt, Germany.
9
<PAGE> 11
EXECUTIVE COMPENSATION
The following table shows remuneration paid or accrued by the Corporation during
the fiscal year ended January 2, 2000, and each of the two preceding fiscal
years, to the Chief Executive Officer and to each of the five most highly
compensated executive officers of the Corporation other than the Chief Executive
Officer for services in all capacities while they were employees of the
Corporation, and the capacities in which the services were rendered.
On January 1, 2000, the Company appointed John Hurley as Senior Vice President,
Domestic Operations, Don Keens as Senior Vice President, International
Operations and John Bulfin as Senior Vice President and General Counsel. Robert
Mianowski, former Senior Vice President, Operations, assumed responsibilities as
Vice President, Community Corrections and Patricia Persante, former Senior Vice
President, Contract Compliance, assumed responsibilities as Vice President,
Contracts and Litigation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- -------------------------------------
AWARDS
OTHER SECURITIES ALL OTHER
ANNUAL UNDERLYING COMPEN-
COMPENSATION OPTIONS/ SATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) ($) SARS(#) ($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George R. Wackenhut 1999 375,000 127,500 -- -- --
Chairman of the Board 1998 -- -- -- -- --
1997 -- -- -- -- --
George C. Zoley 1999 500,000 195,500 -- 33,000 --
Vice Chairman of the Board, 1998 436,000 227,000 -- 30,000 --
Chief Executive Officer 1997 348,000 122,500 -- 20,000 --
and Director
Wayne H. Calabrese 1999 330,000 108,706 -- 25,000 --
President and 1998 286,000 125,000 -- 20,000 --
Chief Operating Officer 1997 223,000 67,500 -- 10,000 --
Robert W. Mianowski 1999 200,000 48,600 -- 15,000 --
Senior Vice President - 1998 166,000 60,000 -- 5,000 --
Operations 1997 130,000 33,750 -- 5,000 --
John G. O'Rourke 1999 200,000 52,488 -- 15,000 --
Senior Vice President - 1998 166,000 60,000 -- 5,000 --
Finance, Chief Financial 1997 128,000 32,500 -- 5,000 --
Officer and Treasurer
Carol M. Brown 1999 190,000 53,055 -- 15,000 --
Senior Vice President - 1998 156,000 55,000 -- 5,000 --
Health Services 1997 123,000 31,250 -- 5,000 --
Patricia McNair Persante 1999 170,000 41,300 -- 15,000 --
Senior Vice-President 1998 135,000 48,000 -- 5,000 --
Contract Compliance 1997 112,000 27,950 -- 5,000 --
</TABLE>
10
<PAGE> 12
NOTES
(1) Includes amounts paid pursuant to the Corporation's Senior
Incentive Plan.
OPTIONS / SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (1)
-------------------------------------------------------- --------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME & POSITION (2) GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George C. Zoley 33,000 12% 18.63 2/18/09 $386,534 $979,554
Wayne H. Calabrese 25,000 9% 18.63 2/18/09 $292,829 $742,086
Robert W. Mianowski 15,000 5% 18.63 2/18/09 $175,697 $445,252
John G. O'Rourke 15,000 5% 18.63 2/18/09 $175,697 $445,252
Carol M. Brown 15,000 5% 18.63 2/18/09 $175,697 $445,252
Patricia McNair Persante 15,000 5% 18.63 2/18/09 $175,697 $445,252
</TABLE>
(1) The full option term was used in the 5% and 10% annual growth
projections for the price of the underlying stock.
(2) George R. Wackenhut received no Options/SAR Grants in the last
Fiscal Year.
11
<PAGE> 13
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
SHARES YEAR-END (#) YEAR-END ($)
ACQUIRED VALUE
ON EXERCISE REALIZED EXERCISABLE (E)/ EXERCISABLE (E)/
(#) ($) UNEXERCISABLE (U) UNEXERCISABLE (U)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George R. Wackenhut -- -- 32,864 E(1) -- U(1) 344,661 E(1) -- U(1)
-- -- 74,666 E(2) -- U(2) 592,661 E(2) -- U(2)
George C. Zoley -- -- 116,000 E(2) 12,000 U(2) 198,438 E(2) -- U(2)
Wayne H. Calabrese -- -- 49,334 E(2) 38,000 U(2) 177,276 E(2) -- U(2)
John G. O'Rourke -- -- 27,000 E(2) 18,000 U(2) 119,063 E(2) -- U(2)
Robert W. Mianowski -- -- 9,000 E(2) 18,000 U(2) -- E(2) -- U(2)
Patricia McNair Persante -- -- 1,232 E(1) -- U(1) 12,921 E(1) -- U(1)
38,800 E(2) 18,000 U(2) 22,225 E(2) -- U(2)
Carol M. Brown -- -- 6,108 E(1) -- U(1) 64,058 E(1) -- U(1)
30,666 E(2) 18,000 U(2) 148,161 E(2) -- U(2)
</TABLE>
(1) Options under the WCC 1994 Stock Option Plan ("First Plan")
(2) Options under the WCC Second Stock Option Plan ("Second Plan")
12
<PAGE> 14
The following table sets forth the estimated annual benefits payable under the
Executive Officer Retirement Plan ("Retirement Plan") to an employee upon
retirement at age 65 and reflects an offset by social security benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
REMUNERATION YEARS OF SERVICE
- --------------------------- ----------------------------------------------------------------------------
ASSUMED AVERAGE ANNUAL (ESTIMATED ANNUAL RETIREMENT BENEFITS FOR
SALARY FOR FIVE-YEAR YEARS OF CREDITED SERVICE SHOWN BELOW)
PERIOD PRECEDING ----------------------------------------------------------------------------
RETIREMENT 10 15 20 25 30 35
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 5,052 $ 14,105 $ 22,882 $ 31,347 $ 28,212 $ 24,682
150,000 9,552 20,855 31,882 42,597 39,462 35,932
175,000 14,052 27,605 40,882 53,847 50,712 47,182
200,000 18,552 34,355 49,882 65,097 61,962 58,432
225,000 23,052 41,105 58,882 76,347 73,212 69,682
250,000 27,552 47,855 67,882 87,597 84,462 80,932
300,000 36,552 61,355 85,882 110,097 106,962 103,432
400,000 54,552 88,355 121,882 155,097 151,962 148,432
450,000 63,552 101,855 139,882 177,597 174,462 170,932
500,000 72,552 115,355 157,882 200,097 196,962 193,432
</TABLE>
Dr. Zoley has 18 years of credited service. Mr. Calabrese has 10 years of
credited service, each of Ms. Brown, Ms. Persante and Mr. Mianowski have 9 years
of credited service, and Mr. O'Rourke has 7 years of credited service under the
Corporation Retirement Plan. George R. Wackenhut does not participate in the
Corporation's Retirement Plan but is covered by the Parent Retirement Plan.
The Corporation Retirement Plan is a defined benefit plan and, subject to
certain maximum and minimum provisions, bases pension benefits on a percentage
of the employee's final average annual salary, not including bonus (earned
during the employee's last five years of credited service) times the employee's
years of credited service. Benefits under the Corporation Retirement Plan are
offset by social security benefits. Generally, a participant will vest in his or
her benefits upon the completion of ten years of service. The amount of benefit
increases for each full year beyond ten years of service except that there are
no further increases after twenty five years of service.
CORPORATION INCENTIVE PLAN
In March 1995, the Corporation adopted the Wackenhut Corrections Corporation
Senior Officer Incentive Plan (the "Corporation Incentive Plan") for certain of
its senior officers including all of the Named Executive Officers. Participants
in the Corporation Incentive Plan are assigned a target incentive award, stated
as a percentage of the participant's base salary depending upon the
participant's position with the Corporation. The target incentive award for 1999
for the Chief Executive Officer, President and Senior Vice Presidents of the
Corporation were 35%, 30%, and 25% respectively, of base salary. The
Compensation Committee's decisions regarding the amount of incentive
compensation payable in a given year and the allocation among the participants,
is based on several factors, including the Corporation's profitability, the
contribution of a particular employee during the fiscal year and compliance with
previously agreed upon goals and objectives as outlined in the Corporation's
strategic plan.
13
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999, Benjamin R. Civiletti (Chairman), Manuel J. Justiz and
Richard H. Glanton served on the Nominating and Compensation Committee of the
Board of Directors. George R. Wackenhut serves as an officer and director of
Parent and certain of its affiliates. Benjamin R. Civiletti also serves as Vice
Chairman of the Nominating and Compensation Committee of Parent.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Nominating and Compensation Committee of the Board of Directors (the
"Compensation Committee") met two times during 1999. The Compensation Committee
is composed of three independent, non-employee directors who are not eligible to
participate in any of the executive compensation programs. Among its other
duties, the Compensation Committee is responsible for recommending to the full
Board the annual remuneration for all executive officers, including the Chief
Executive Officer and the other officers named in the Summary Compensation Table
set forth above, and to oversee the Corporation's compensation plan for key
employees. The Compensation Committee seeks to provide, through its
administration of the Corporation's compensation program, salaries that are
competitive and incentives that are primarily related to corporate performance.
The components of the compensation program are base salary, annual incentive
bonuses, retirement plans (as noted earlier in this section of the Proxy), and
long-term incentive awards in the form of stock options.
Base salary is the fixed amount of total annual compensation paid to executives
on a regular basis during the course of the fiscal year. Management of the
Corporation determines a salary for each senior executive position that it
believes is appropriate to attract and retain talented and experienced
executives, and that is generally competitive with salaries for executives
holding similar positions at comparable companies. The starting point for this
analysis is each officer's base salary for the immediately preceding fiscal
year. From time to time, management will obtain reports from independent
organizations concerning compensation levels for reasonably comparable
companies. This information will be used as a market check on the reasonableness
of the salaries proposed by management. The comparator companies will include a
group of competitor companies whose revenue, performance, and position matches
are deemed relevant and appropriate. Management will then recommend executive
salaries to the Compensation Committee.
The Compensation Committee reviews and adjusts the salaries suggested by
management as it deems appropriate, and generally asks management to justify its
recommendations, particularly if there is a substantial difference between the
recommended salary and an officer's compensation for the prior fiscal year. In
establishing the base salary for each officer (including that of the CEO), the
Compensation Committee will evaluate numerous factors, including the
Corporation's operating results, net income trends, and stock market
performance, as well as comparisons with financial and stock performance of
other companies, including those that are in competition with the Corporation.
In addition, data developed as a part of the strategic planning process, but
which may not directly relate to corporate profitability, will be utilized as
appropriate.
The Summary Compensation Table set forth elsewhere in this Proxy Statement shows
the salaries of the CEO and the other named executive officers. The Compensation
Committee formally evaluates the performance of the CEO.
The Corporation has an incentive compensation plan (the "Bonus Plan") for
officers and key employees. The aggregate amount of incentive compensation
payable under the Bonus Plan will be based on the Corporation's consolidated
revenue and income before provision for income taxes. The Bonus Plan is intended
as an incentive for executives to increase both revenue and profit and uses
these as factors in calculating the individual bonuses. The weighing for these
factors are 65% profit and 35% revenue. The Corporation exceeded the revenue
target and nearly achieved the profit target for 1999. An adjustment to the
incentive award (up to 20% upward or 80% downward) may be applied to reflect
individual performance. The Compensation Committee's decisions regarding the
amount of incentive compensation payable in a given year and the allocation
among the participants, will be based on these factors, the contribution of a
particular employee during the fiscal year and compliance with previously agreed
upon goals and objectives as outlined in the Corporation's strategic plan. The
Company also maintains a Stock Option Plan (the Plan) for executive officers,
including the CEO and other key employees. Participants receive stock option
grants based upon their overall contribution to the Corporation. Such options
are granted at market value at the time of grant and have variable vesting
periods in order to encourage retention.
14
<PAGE> 16
The base salary and Bonus Plan and Stock Option Plan components of compensation,
will be implemented by the above described policies, and will result in a
compensation program that the Compensation Committee believes is fair,
competitive, and in the best interests of the shareholders.
By the Nominating and Compensation Committee
Benjamin R. Civiletti, Chairman
Richard H. Glanton
Manuel J. Justiz
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
WACKENHUT CORRECTIONS CORPORATION, WILSHIRE 5000 EQUITY,
AND S & P SERVICES (COMMERCIAL AND CONSUMER) INDEXES
(Performance through December 31, 1999)
[GRAPH]
<TABLE>
<CAPTION>
WACKENHUT S & P SERVICES
CORRECTIONS WILSHIRE 5000 (COMMERCIAL AND
DATE CORPORATION EQUITY CONSUMER)
<S> <C> <C> <C>
December 1994 $100.00 $100.00 $100.00
December 1995 $149.62 $136.46 $135.03
December 1996 $237.02 $165.41 $139.43
December 1997 $318.50 $217.16 $191.23
December 1998 $339.24 $268.05 $155.11
December 1999 $138.52 $331.40 $136.01
</TABLE>
The above graph compares the performance of Wackenhut Corrections Corporation
with that of the Wilshire 5000 Equity, and the S&P Services Indexes, which is a
published industry index.
15
<PAGE> 17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SERVICES AGREEMENT. The Corporation and Parent entered into a services agreement
on December 20, 1995 which became effective January 1, 1996, pursuant to which
Parent agreed to continue to provide certain of these services to the
Corporation through January 2, 2000.
In accordance with the terms of the Services Agreement, the Corporation paid
Parent a fixed annual fee for services (the "Annual Services Fee") equal to
$1,200,342 in fiscal 1997, $1,718,100 in fiscal 1998 and $2,944,000 in fiscal
1999. Management of the Corporation believes that the Annual Services Fees under
the Services Agreement are on terms no less favorable to the Corporation than
could be obtained from unaffiliated third parties. If the Corporation determines
that it can obtain any of the services to which the Annual Services Fees relate
at a cost less than that specified in the Services Agreement, the Corporation
may obtain such services from another party and terminate the provision of such
services by the Parent with a corresponding reduction in the Annual Services
Fee.
Under the Services Agreement, the services to be provided by Parent to the
Corporation for the Annual Services Fee include the following:
LEGAL SERVICES. Under the Services Agreement, Parent provides
legal advice on all matters affecting the Corporation, including, among
other things, assistance in the preparation of the Corporation's
Securities and Exchange Commission ("SEC") and other regulatory
filings, review and negotiation of joint venture and other contractual
arrangements, and provision of day-to-day legal advice in the operation
of the Corporation's business, including employee related matters.
FINANCIAL, ACCOUNTING, TAX AND GOVERNMENT CONTRACT MANAGEMENT
SERVICES. Under the Services Agreement, Parent provides the Corporation
with (i) treasury operations, (ii) support in the processing of
accounts payable, tax returns and payroll, (iii) conducting periodic
internal field audits, and (iv) purchasing assistance on an as needed
basis. Under the Services Agreement, Parent also provided the
Corporation with assistance in (i) deployment of new software for
accounting and inmate management, (ii) management and administration of
its government contracts, pricing proposals and responding to
government inquiries and audits and (iii) the preparation of accounting
reports, financial projections, budgets, periodic SEC filings and tax
returns.
HUMAN RESOURCES SERVICES. Under the Services Agreement, Parent
provides the Corporation assistance in the identification and selection
of employees and compliance by the Corporation with various equal
employment opportunity and other employment related requirements.
Parent also assists the Corporation in implementing and administering
employee benefit plans which comply with applicable laws and
regulations.
Any services provided by Parent to the Corporation beyond the services covered
by the Annual Services Fees are billed to the Corporation at cost or on a cost
plus basis as described in each of the Services Agreement or on such other basis
as the Corporation and Parent agree.
16
<PAGE> 18
The following table sets forth certain amounts billed to the Corporation during
fiscal 1997, fiscal 1998 and fiscal 1999 for services not covered by the Annual
Services Fee paid under the 1996 Services Agreement.
<TABLE>
<CAPTION>
Fiscal 1997 FISCAL 1998 FISCAL 1999
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Food Services $ 461,000 $ 839,000 $ --
Casualty Insurance Premiums (1) 4,957,000 7,423,000 9,454,000
Interest Charges (Income) (2) 10,000 (122,000) (492,000)
Office Rental (3) 285,000 361,000 286,000
TOTAL $5,713,000 $ 8,501,000 $ 9,248,000
</TABLE>
(1) Casualty insurance premiums relate to workers' compensation,
general liability and automobile insurance coverage obtained
through Parent's Insurance Program. Substantially, all of the
casualty insurance premiums represented premiums paid to a
captive reinsurance company that is wholly owned by Parent.
Under the terms of each of the Services Agreement, the
Corporation also has the option to continue to participate in
certain other insurance policies maintained by Parent for
which the Corporation reimburses Parent for direct and
indirect costs associated in providing such services.
(2) The Corporation is charged interest on intercompany
indebtedness and charges interest on intercompany loans at
rates that reflect Parent's average interest costs on
long-term debt, exclusive of mortgage financing.
(3) Effective February 15, 1996, the Corporation entered into a
15-year agreement with Parent providing for the rental of
approximately 14,672 square feet of office space at its
corporate headquarters in Palm Beach Gardens, Florida, at an
annual rate of $285,519 ($19.50 per square foot) on terms
which the Corporation believes to be no less favorable to the
Corporation than could have been obtained from unaffiliated
third parties. In 1998, the Corporation increased the space it
rents by approximately 1,600 square feet and paid common area
maintenance charges related to 1997 and 1998.
Management of the Corporation believes that the services provided for the Annual
Services Fees and the other services that will or may be provided under the
Services Agreement are, or will be, on terms no less favorable to the
Corporation than could have been obtained from unaffiliated third parties.
Under the terms of the Services Agreement, Parent has further agreed that for so
long as it provides the Corporation with any services (including those provided
under the Services Agreement) and for a period of two years thereafter, Parent
and its affiliates will not directly or indirectly compete with the Corporation
or any of its affiliates in the design, construction, development or management
of correctional or detention institutions or facilities in the United States.
Additionally, during the period described above, Parent will not (and will use
its best efforts to cause its affiliates not to) directly or indirectly compete
with the Corporation or any of its affiliates in the design, construction,
development or management of correctional or detention institutions or
facilities outside the United States. Nevertheless, in the United States,
Parent's North American Operations Group may continue to bid for and perform any
of the services that it currently performs. These services include prisoner
transit, court security services and food services. The Corporation has also
agreed that it will provide Parent with the first opportunity to participate on
a competitive basis as a joint venture in the development of facilities outside
the United States.
From time to time, Parent has guaranteed certain obligations of the Corporation
and its affiliates. These guarantees remained in place following the IPO and may
be called upon should there be a default with respect to such obligations.
The Corporation anticipates that it may from time to time use the services of
the law firm of Venable, Baetjer & Howard, of which Mr. Benjamin R. Civiletti, a
Director of the Corporation, is a partner and the firm of Reed, Smith, Shaw &
McClay of which Mr. Richard H. Glanton is a partner.
17
<PAGE> 19
George C. Zoley, Vice Chairman of the Board and Chief Executive Officer of the
Corporation, also serves as Senior Vice President of TWC and a Director of each
of Wackenhut Corrections (U.K.) Limited, Premier Custodial Group Limited,
Premier Prison Services Limited, Premier Training Services Limited, Lowdham
Grange Prison Services Limited, Kilmarnock Prison Services Limited, Kilmarnock
Prison (Holdings) Limited, Pucklechurch Custodial Services Limited, Pucklechurch
Custodial (Holdings) Limited, Medomsley Training Services Limited, Medomsley
Holdings Limited, Premier Geografix Limited, Premier Monitoring Services
Limited, Moreton Prison Services Limited, Moreton Prison (Holdings) Limited,
Wackenhut Corrections Corporation Australia Pty Limited, Australasian
Correctional Services Pty Limited, Australasian Correctional Management Pty
Limited, Wackenhut Corrections Canada, Inc., WCC RE Holdings, Inc., Atlantic
Shores Healthcare, and Wackenhut Corrections Corporation, N.V., affiliates of
the Company. George R. Wackenhut is Chairman of the Board of the Corporation, is
Chairman of the Board of Parent and, together with his wife Ruth J. Wackenhut,
through trusts over which they have sole dispositive and voting power, control
approximately 50.08% of the issued and outstanding voting common stock of
Parent. Parent owns all of the outstanding shares of Tuhnekcaw, Inc., a Delaware
corporation which in turn owns approximately 54.10% of issued and outstanding
shares of Common Stock of the Corporation. Richard R. Wackenhut, a member of the
Board of Directors of the Corporation, also serves as President and Chief
Executive Officer and a Vice Chairman of the Board of Parent. He is the son of
George R. and Ruth J. Wackenhut.
DIRECTORS' COMPENSATION
Directors of the Corporation who are not Officers were paid during fiscal year
1999 an annual retainer fee at the rate of $20,000 per year plus $1,500 for each
Board Meeting attended, $1,000 for each committee meeting attended as committee
members, and $1,500 for each committee meeting attended as committee
chairperson. Each Director also receives from the Corporation an option to
purchase up to two thousand (2,000) shares of the Common Stock of the
Corporation.
No other compensation was paid to Directors or their affiliates by the
Corporation during 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
All SEC Forms 3, 4 and 5 filings appear to have been made when due. Those
Directors and Officers not required to file a Form 5 for fiscal 1999 have
furnished the Corporation with a statement that no filing is due.
PROPOSAL NUMBER 2
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Although not required by the By-Laws, the Board of Directors, in the interest of
accepted corporate practice, asks shareholders to ratify the action of the Board
of Directors in appointing the firm of Arthur Andersen LLP to be the independent
certified public accountants of the Corporation for the fiscal year 2000, and to
perform such other services as may be requested. If the shareholders do not
ratify this appointment, the Corporation's Board of Directors will reconsider
its action. Arthur Andersen LLP has advised the Corporation that no partner or
employee of Arthur Andersen LLP has any direct financial interest or any
material indirect interest in the Corporation other than receiving payment for
its services as independent certified public accountants.
A representative of Arthur Andersen LLP, the principal independent certified
public accountants of the Corporation for the most recently completed fiscal
year, is expected to be present at the shareholders meeting and shall have an
opportunity to make a statement if he or she so desires. This representative
will also be available to respond to appropriate questions raised orally at the
meeting.
18
<PAGE> 20
PROPOSAL NUMBER 3
PROPOSAL TO APPROVE AN AMENDMENT TO THE STOCK OPTION PLAN - 1994
The success of the Corporation depends, in large measure, on its ability to
recruit and retain key employees with outstanding ability and experience. The
Board of Directors also believes there is a need to align shareholder and
employee interests by encouraging employee stock ownership and to motivate
employees with compensation conditioned upon achievement of the Corporation's
financial goals.
In order to accomplish these objectives, the Board of Directors adopted the
Stock Option Plan - 1994 (the "1994 Plan") and the shareholders approved the
1994 Plan in 1994.
This Amendment to the 1994 Plan is intended to address recent regulatory
changes, in particular, the deductibility limit imposed by Section 162(m) of the
Internal Revenue Code (the "Code"). The revisions do not increase the number of
shares of Common Stock for issuance under the 1994 Plan.
SUMMARY DESCRIPTION OF THE AMENDMENT TO THE 1994 PLAN
The following summarizes the material terms of the Amendment to the 1994 Plan.
If adopted by the shareholders, the Amendment will be effective as of the
inception of the 1994 Plan, May 6, 1994.
INDIVIDUAL AWARD LIMIT. In order to possibly exempt future awards from
the tax deductibility limitations of Code Section 162(m), the Amendment to the
1994 Plan provides that no more than one hundred thousand (100,000) shares under
Option may be granted to any Participant in any one fiscal year. This Amendment
to the 1994 Plan does not authorize any additional shares for issuance under the
1994 Plan. Further this Amendment is not intended to increase future award sizes
or otherwise alter the Nominating and Compensation Committee's (the
"Committee's") general practices in determining award sizes.
SUMMARY DESCRIPTION OF THE EXISTING 1994 PLAN. The following summarizes
the material terms of the existing 1994 Plan. The 1994 Plan shall remain in
effect until May 5, 2004 unless terminated earlier by the Board of Directors.
ADMINISTRATION OF THE 1994 PLAN. The 1994 Plan is administrated by the
Nominating and Compensation Committee of the Board of Directors (the
"Committee"), who has the authority, among other things, to select employees to
whom awards are granted, to determine the terms and conditions of such awards in
a manner consistent with the 1994 Plan.
ELIGIBILITY UNDER THE 1994 PLAN. Key employees of the Corporation are
eligible to participate in the 1994 Plan. Nonemployee directors of the
Corporation are not eligible.
The 1994 Plan provides for broad discretion in selecting Participants and in
making awards, the total number of persons who will participate and the
respective benefits to be awarded to them cannot be determined at this time.
SHARES SUBJECT TO THE 1994 PLAN. Since its inception, 1,500,000 shares
of Common Stock of the Corporation have been authorized for grant under the 1994
Plan and 70,474 remain ungranted.
STOCK OPTIONS. Stock Options may be granted by the Committee in the
form of Nonqualified Stock Options ("NQSOs").
The purchase price per share under any Option shall be determined by the
Committee in its own discretion. The term of each Option shall be fixed by the
Committee, and it is expected that no Option shall have a term extending beyond
ten years from the date the Option is granted. Options shall be subject to such
terms and conditions and shall be exercisable at such time or times as
determined by the Committee.
Options may be exercised by payment of the purchase price in cash, in previously
acquired shares of Corporation stock, or a combination thereof. Also, the
Committee may allow broker-assisted cashless exercises.
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<PAGE> 21
In the event a Participant terminates employment voluntarily, retires or is
terminated involuntarily without cause for reasons other than death, retirement
or permanent and total disability, the Participant must exercise any Stock
Options within 90 days. If the employment of the Participant is terminated for
"Cause", all outstanding Stock Options shall be immediately forfeited to the
Corporation regardless of vested status. In the event of death or permanent and
total disability of the Participant, the Stock Options must be exercised within
one year. In the event of the death of the Participant, the Stock Options will
vest immediately and the Participant's estate or inheritor of the Stock Options
must exercise them within one year. In the event of a defined "change of
control" of the Corporation, all Stock Options will immediately vest.
AWARDS NONTRANSFERABLE. No award may be assigned, transferred, pledged,
or otherwise encumbered by a Participant, other than by will or by the laws of
descent and distribution. Each award may be exercised during the Participant's
lifetime only by the Participant or the Participant's legal representative.
On February 17, 2000, the Board of Directors adopted, subject to shareholder
approval at the Annual Meeting, the above described Amendment to the 1994 Plan
for the foregoing purposes.
The Amendment to the 1994 Plan is subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock voting in
person or by proxy and entitled to vote thereon. If the Amendment of the 1994
Plan is so approved, they will become effective on the date of adoption by the
Board.
The Board believes that the adoption of the Amendment to the 1994 Plan is an
essential element of the management, growth and financial success of the
Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE AMENDMENT TO THE STOCK OPTION PLAN - 1994.
PROPOSAL NUMBER 4
PROPOSAL TO APPROVE AN AMENDMENT TO THE STOCK OPTION PLAN - 1999
The 1999 Plan was approved by the Board of Directors and the shareholders in
1999.
The purpose of the 1999 Plan is to reward superior performance with a variable
component of pay. The 1999 Plan is intended to encourage stock ownership by
senior executives; to balance the short-term emphasis of the annual incentive
plan with a longer-term perspective; to reinforce strategic goals by linking
them to compensation; and to provide retention incentives for employees
considered key to the future success of the Corporation.
This Amendment to the 1999 Plan is intended to address recent regulatory
changes, in particular, the deductibility limit imposed by Section 162(m) of the
Internal Revenue Code (the "Code"). The revisions do not increase the number of
shares of Common Stock for issuance under the 1999 Plan.
SUMMARY DESCRIPTION OF THE AMENDMENT TO THE 1999 PLAN
The following summarizes the material terms of the Amendment to the 1999 Plan.
If adopted by shareholders, the Amendment will be effective as of the inception
of the 1999 Plan, February 18, 1999.
INDIVIDUAL AWARD LIMIT. In order to possibly exempt future awards from
the tax deductibility limitations of Code Section 162(m), the Amendment to the
1999 Plan provides that no more than one hundred thousand (100,000) shares under
Option may be granted to any Participant in any one fiscal year. This Amendment
to the 1999 Plan does not authorize any additional shares for issuance under the
1999 Plan. Further, this Amendment is not intended to increase future award
sizes or otherwise alter the Nominating and Compensation Committee's (the
"Committee's") general practices in determining award sizes, or otherwise alter
the requirement of ratification by the Board of Directors.
SUMMARY DESCRIPTION OF THE EXISTING 1999 PLAN. The following summarizes
the material terms of the existing 1999 Plan. The 1999 Plan shall remain in
effect until February 17, 2009 unless terminated earlier by the Board of
Directors.
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<PAGE> 22
ADMINISTRATION OF THE 1999 PLAN. The 1999 Plan is administered by the
Nominating and Compensation Committee of the Board of Directors (the
"Committee"), who, subject to ratification by the Board of Directors, has the
authority, among other things, to select employees to whom awards are granted,
to determine the terms and conditions of such awards in a manner consistent with
the 1999 Plan, subject to ratification by the Board of Directors.
ELIGIBILITY UNDER THE 1999 PLAN. Key employees of the Corporation are
eligible to participate in the 1999 Plan. Nonemployee directors of the
Corporation are not eligible.
The 1999 Plan provides for broad discretion in selecting Participants and in
making awards, the total number of persons who will participate and the
respective benefits to be awarded to them cannot be determined at this time.
SHARES SUBJECT TO THE 1999 PLAN. Since its inception, Five hundred
fifty thousand (550,000) shares of Common Stock of the Corporation have been
authorized as available for grant under the 1999 Plan and 227,000 remain
ungranted.
STOCK OPTIONS. Stock Options may be granted by the Committee in the
form of Nonqualified Stock Options ("NQSO's").
The purchase price per share under any Option shall be determined by the
Committee in its own discretion. The term of each Option shall be fixed by the
Committee, and it is expected that no Option shall have a term extending beyond
ten years from the date the Option is granted. Options shall be subject to such
terms and conditions and shall be exercisable at such time or times as
determined by the Committee. The Committee's actions in these matters are
subject to ratification by the Board of Directors.
Options may be exercised by payment of the purchase price in cash, in previously
acquired shares of Corporation stock, or a combination thereof. Also, the
Committee may allow broker-assisted cashless exercises.
In the event a Participant voluntarily terminates employment or it terminated
involuntarily before Stock Options have been vested, any such award will be
forfeited. If the employment of a Participant is terminated for "Cause", all
outstanding options shall be immediately forfeited to the Corporation regardless
of vested status. In the event of death, permanent disability, or normal
retirement, or upon the occurrence of a defined "change of control" of the
Corporation, all Stock Options will vest immediately.
AWARDS NONTRANSFERABLE. No award may be assigned, transferred, pledged,
or otherwise encumbered by a Participant, other than by will or by the laws of
descent and distribution. Each award may be exercised during the Participant's
lifetime only by the Participant or the Participant's legal representative.
On February 17, 2000, the Board of Directors adopted, subject to shareholder
approval at the Annual Meeting, the above described Amendment to the 1999 Plan
for the foregoing purposes.
The Amendment to the 1999 Plan is subject to approval by the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock voting in
person or by proxy and entitled to vote thereon. If the Amendment of the 1999
Plan is so approved, they will become effective on the date of adoption by the
Board.
The Board believes that the adoption of the Amendment to the 1999 Plan is an
essential element of the management, growth and financial success of the
Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE AMENDMENT TO THE STOCK OPTION PLAN - 1999.
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<PAGE> 23
PROPOSAL NUMBER 5
AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION
We are seeking stockholder approval to amend and restate our amended and
restated articles of incorporation to update the location of our principal
office and mailing address and to delete the reference to the identity and
address of our registered agent. We are not seeking stockholder approval of any
substantive changes to our amended and restated articles of incorporation.
Our board of directors adopted the proposed amended and restated articles of
incorporation on February 17, 2000, subject to stockholder approval as required
by our amended and restated articles of incorporation.
A copy of the articles of restatement we propose to file with the Secretary of
State of the State of Florida is attached as Annex A. We urge stockholders to
read the complete articles of restatement prior to voting on the proposed
amendment.
We propose to amend Article II of our amended and restated articles of
incorporation to change our principal office and mailing address from "1500 San
Remo Avenue, Coral Gables, Florida 33146" to "4200 Wackenhut Drive, #100, Palm
Beach Gardens, FL 33410." The purpose of this change is to update the
information set forth in our amended and restated articles of incorporation.
We also propose to amend Article VII of the articles of incorporation to delete
the reference to the name and address of our registered agent, as permitted by
Florida law.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSED
AMENDEMENT AND RESTATEMENT OF OUR ARTICLES OF INCORPORATION.
SHAREHOLDER PROPOSAL DEADLINE
Shareholder proposals intended to be presented at the year 2001 Annual Meeting
of Shareholders must be received by the Corporation for inclusion in the
Corporation's proxy statement and form of proxy relating to that meeting by
December 1, 2000.
22
<PAGE> 24
OTHER MATTERS
The Board of Directors knows of no other matters to come before the
shareholders' meeting. However, if any other matters properly come before the
meeting or any of its adjournments, the person or persons voting the proxies
will vote them in accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS.
John J. Bulfin
General Counsel
March 31, 2000
================================================================================
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JANUARY 2, 2000, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO,
BUT EXCLUDING EXHIBITS THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WILL BE MADE AVAILABLE WITHOUT CHARGE TO INTERESTED
SHAREHOLDERS UPON WRITTEN REQUEST TO PATRICK F. CANNAN, DIRECTOR, CORPORATE
RELATIONS, THE WACKENHUT CORPORATION, 4200 WACKENHUT DRIVE #100, PALM BEACH
GARDENS, FLORIDA, 33410-4243.
23
<PAGE> 25
ANNEX A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WACKENHUT CORRECTIONS CORPORATION
Pursuant to Sections 607.1003 and 607.1007 of the Florida Business
Corporation Act, the Articles of Incorporation of the undersigned corporation
(the "Corporation") are hereby amended and restated in their entirety as
follows:
ARTICLE I
The name of this Corporation shall be:
WACKENHUT CORRECTIONS CORPORATION.
ARTICLE II
The principal office and mailing address of the Corporation shall be at
4200 Wackenhut Dr., #100, Palm Beach Gardens, Florida 33410. The Corporation
shall, however, have the right and power to transact business and to establish
offices and agencies at such other places, both within and without the State of
Florida, as its Directors may authorize and to so transact business and
establish offices and agencies in foreign countries.
ARTICLE III
The Corporation is organized for the transaction of any or all lawful
business for which corporations may be incorporated under the Florida Business
Corporation Act.
ARTICLE IV
The total authorized capital stock of this Corporation shall be forty
million (40,000,000) shares consisting of (i) thirty million (30,000,000) shares
of Common Stock, par value one cent ($0.01) per share (the "Common Stock"), and
(ii) ten million (10,000,000) shares of preferred stock, par value one cent
($0.01) per share (the "Preferred Stock").
The designation and the preferences, limitations and relative rights of
the Preferred Stock and the Common Stock are as follows:
A. Provisions Relating to the Preferred Stock.
1. General. The Preferred Stock may be issued from time
to time in one or more classes or series, the shares of each class or
series to have such designations and powers, preferences, and rights,
and qualifications, limitations and restrictions thereof as are stated
and expressed herein and in the resolution or resolutions providing for
the issue of such class or series adopted by the Board of Directors as
hereinafter prescribed.
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<PAGE> 26
2. Preferences. Subject to the rights of the holders of
the Corporation's Common Stock, as set forth in Section B of this
Article IV, authority is hereby expressly granted to and Preferred
Stock from time to time in one or more classes or series, to determine
and take necessary proceedings fully effect the issuance and redemption
of any such Preferred Stock, to fix and state by the resolution or
resolutions from time to time adopted providing for the issuance
thereof the following:
(a) whether or not the class or series is to
have voting rights, full or limited, or is to be without
voting rights;
(b) the number of shares to constitute the class
or series and the designations thereof;
(c) the preferences and relative, participating,
optional or other special rights, if any, and the
qualifications, limitations or restrictions thereof, if any,
with respect to any class or series;
(d) Whether or not the shares of any class or
series shall be redeemable and if redeemable the redemption
price or prices, and the time or times at which and the terms
and conditions upon which such shares shall be redeemable and
the manner of redemption;
(e) whether or not the shares of a class or
series shall be subject to the operation of retirement or
sinking funds to be applied to the purchase or redemption of
such shares for retirement, and if such retirement or sinking
fund or funds be established, the annual amount thereof and
the terms and provisions relative to the operation thereof;
(f) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property,
the conditions upon which and the times when such dividends
are payable, the preference to or the relation to the payment
of the dividends payable on any other class or classes or
series of stock, whether or not such dividend shall be
cumulative or noncumulative, and if cumulative, the date or
dates from which such dividends shall accumulate;
(g) the preferences, if any, and the amounts
thereof that the holders of any class or series thereof shall
be entitled to receive upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the
Corporation;
(h) whether or not the shares of any class or
series shall be convertible into, or exchangeable for, the
shares of any other class or classes or of any other series of
the same or any other class or classes of the Corporation and
the conversion price or prices or ratio or ratios or the rate
or rates at which such conversion or exchange may be made,
with such adjustments, if any, as shall be stated and
expressed or provided for in such resolution or resolutions;
and
(i) such other special right and protective
provisions with respect to any class or series as the Board of
Directors may deem advisable.
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<PAGE> 27
The shares of each class or series of the Preferred Stock may vary from
the shares of any other series thereof in any or all of the foregoing respects.
The Board of Directors may increase the number of shares of Preferred Stock
designated for any existing class or series by a resolution, adding to such
class or series authorized and unissued shares of Preferred Stock not designated
for any other class or series. The Board of Directors may decrease the number of
shares of the Preferred Stock designated for any existing class or series by a
resolution, subtracting from such series unissued shares of the Preferred Stock
designated for such class or series, and the shares so subtracted shall become
authorized, unissued and undesignated shares of the Preferred Stock.
B. Provisions Relating to the Common Stock
1. Voting Rights. Except as otherwise required by law or
as may be provided by the resolutions of the Board of Directors
authorizing the issuance of any class or series of the Preferred Stock,
as hereinabove provided, all rights to vote and all voting power shall
be vested exclusively in the holders of the Common Stock.
2. Dividends. Subject to the rights of the holders of
the Preferred Stock, the holders of the Common Stock shall be entitled
to receive when, as and if declared by the Board of Directors, out of
funds legally available therefore, dividends payable in cash, stock or
otherwise.
3. Liquidating Distributions. Upon any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or
involuntary, and after the holders of the Preferred Stock shall have
been paid in full the amounts to which they shall be entitled (if any)
or a sum sufficient for such payment in full shall have been set aside,
the remaining net assets of the Corporation shall be distributed pro
rata to the holders of the Common Stock in accordance with their
respective rights and interests to the exclusion of the holders of the
Preferred Stock.
ARTICLE V
This Corporation shall have perpetual existence.
ARTICLE VI
These Articles of Incorporation may be amended in the manner provided
by law. Every amendment shall be approved by the Board of Directors, proposed by
them to the Stockholders, and approved at a Stockholders Meeting by a majority
of the stock entitled to vote thereon, unless all the Directors and all the
stockholders sign a written statement manifesting their intention that a certain
amendment of these Articles of Incorporation be made.
ARTICLE VII
This Corporation shall have three (3) directors. The number of
Directors may be increased or diminished from time to time by By-Laws adopted by
the Board of Directors, but shall never be less than one (1).
ARTICLE VIII
Indemnification. This Corporation shall indemnify and shall advance
expenses on behalf of its officers and directors to the fullest extent permitted
by law in existence either now or hereafter.
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<PAGE> 28
THE WACKENHUT CORRECTIONS CORPORATION
4200 Wackenhut Drive #100
Palm Beach Gardens, Florida 33410
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints George R. Wackenhut and George C. Zoley
as Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Wackenhut Corrections Corporation held of record
by the undersigned on March 17, 2000, at the Annual Meeting of Shareholders to
be held at the Ritz-Carlton, Palm Beach, 100 South Ocean Blvd., Manalapan,
Florida, at 9:00 A.M., May 4, 2000, or at any adjournment thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED
IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5 AND 6. ON ANY OTHER
BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING, THE SHARES WILL BE VOTED
IN ACCORDANCE WITH THE JUDGEMENT OF THE PERSONS NAMED AS PROXIES.
(Continued, and to be signed, on other side.)
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<PAGE> 29
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 4, 5 AND 6.
Please mark
your vote as
indicated in
this example [X]
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS:
VOTE FOR all nominees VOTE WITHHELD 2. Proposal to approve for the fiscal year 2000
listed to the right (except as to all nominees the Appointment of ARTHUR ANDERSEN LLP
marked to the contrary as the independent certified public accountants
[ ] [ ] of the Corporation
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to amend the Stock Option Plan--1994.
FOR AGAINST ABSTAIN
Nominees: [ ] [ ] [ ]
01 Wayne H. Calabrese 06 John F. Ruffle
02 Norman A. Carlson 07 George R. Wackenhut 4. Proposal to amend the Stock Option Plan--1999.
03 Benjamin R. Civiletti 08 Richard R. Wackenhut FOR AGAINST ABSTAIN
04 Richard H. Glanton 09 George C. Zoley [ ] [ ] [ ]
05 Manuel J. Justiz
5. Proposal to amend and restate the Articles of
INSTRUCTIONS: To withhold authority to vote for any Incorporation.
individual nominee, strike a line through the nominee's FOR AGAINST ABSTAIN
name in the list above. [ ] [ ] [ ]
6. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
Please date and sign exactly as name appears below. Joint owners
should each sign. Attorneys-in-fact, Executors, Administrators,
Trustees, Guardians, or corporate officers should give full title.
Dated: , 2000
-----------------------------
--------------------------------------------------------------
Signature
--------------------------------------------------------------
Signature if held jointly
</TABLE>
PLEASE SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ADDRESSED ENVELOPE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
