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:
[ ] 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-12
United American Healthcare Corporation
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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NOTICE OF THE 2001
ANNUAL MEETING OF SHAREHOLDERS
October 29, 2001
Dear Shareholder:
The Annual Meeting of Shareholders of United American Healthcare
Corporation will be held on Friday, November 30, 2001 at 10:30 a.m., Eastern
Standard Time, at the ATHENEUM SUITE HOTEL, 1000 BRUSH AVENUE, DETROIT,
MICHIGAN, for the following purposes:
(1) to elect four Directors;
(2) to vote on the ratification of the appointment of KPMG LLP as
our independent auditors for the 2002 fiscal year; and
(3) to transact such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on October 15,
2001 will be entitled to vote at the Annual Meeting.
Enclosed with this proxy statement are your proxy card, a postage-paid
envelope to return your proxy card, and the Company's 2001 Annual Report.
Your vote is important, regardless of the number of shares you hold.
Whether you plan to attend the meeting or not you are urged to sign, date and
mail the enclosed proxy card as soon as possible in the envelope provided. This
will not prevent you from voting your shares in person at the meeting before
voting closes, if you wish to do so.
We look forward to seeing you on November 30, 2001.
Sincerely,
/s/ Gregory H. Moses, Jr.
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Gregory H. Moses, Jr.
President and Chief Executive Officer
UNITED AMERICAN HEALTHCARE CORPORATION
1155 BREWERY PARK BOULEVARD, SUITE 200
DETROIT, MICHIGAN 48207
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
To be Held November 30, 2001
GENERAL INFORMATION
This proxy statement contains information related to the Annual Meeting
of Shareholders of United American Healthcare Corporation (the "Company") to be
held at the Atheneum Suite Hotel, 1000 Brush Avenue, Detroit, Michigan, on
Friday, November 30, 2001, at 10:30 a.m., Eastern Standard Time. The approximate
mailing date for this proxy statement and the proxy is October 29, 2001.
At the Company's Annual Meeting, shareholders will act upon the matters
outlined in the accompanying Notice of Annual Meeting, including the election of
four Directors and ratification of the appointment of independent auditors.
Please note, however, that although the Board of Directors has directed that the
election of four Directors be on the agenda for the Company's 2001 Annual
Meeting and in the accompanying Notice of Meeting, there currently are no
Director nominees for election at the meeting, because a majority of the Board
has not approved any nominees (as explained more fully below). Therefore, unless
any shareholder or shareholders validly nominate at least four Director
candidates for election at the meeting, there will be no election of Directors
at the Annual Meeting. (See "I. ELECTION OF DIRECTORS" below.)
Neither the Company nor the members of its Board of Directors intend to
bring before the Annual Meeting any matters other than those set forth in the
Notice of Annual Meeting, and they have no present knowledge that any other
matters will be presented for action at the meeting by others. However, if any
matters other than the election of four Directors and ratification of the
appointment of independent auditors properly come before the meeting, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment.
It is important that your shares be represented at the meeting. If it
is impossible for you to attend, please sign and date the enclosed proxy and
return it to the Company. The proxy is solicited on behalf of the Board of
Directors of the Company and expressly excludes voting for the election of any
Directors. The shares represented by valid proxies in the enclosed form will be
voted (but in no event for the election of any Directors) if received in time
for the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only holders of record of shares of no par value common stock of the
Company ("Common Stock") at the close of business on October 15, 2001 are
entitled to notice of, and to vote at, the meeting or at any adjournment or
adjournments thereof, each share having one vote. On such record date, the
Company had issued and outstanding 6,779,128 shares of Common Stock.
Based on information filed with the Securities and Exchange Commission
("SEC"), or otherwise provided to the Company, as of October 15, 2001, Richard
M. Brown, D.O., 2774 Franklin Road, Southfield, Michigan 48034, beneficially
owns 411,727 shares (6.1%) of the Company's outstanding Common Stock. Management
does not know of any other person who, at October 15, 2001, beneficially owns
more than 5% of the Company's Common Stock.
The shareholder votes cast for all items considered at the meeting will
be calculated by an officer of Computershare Investor Services, L.L.C., the
Company's Registrar and Transfer Agent, as the Board-designated Inspector of
Election. The Inspector of Election shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum and the validity and effect of proxies, and shall
receive votes, hear and determine challenges and questions arising in connection
with the right to vote, count and tabulate votes, determine the result, and do
such acts as are proper to conduct the election. Abstentions will not be counted
either for or against any action for which cast.
I. ELECTION OF DIRECTORS
The election of four Directors of the Company, to hold office until the
Annual Meeting of Shareholders in 2004 or until their successors are elected and
qualified, will take place at the 2001 Annual Meeting of Shareholders only if at
least four Director candidates are validly nominated at the Annual Meeting by
one or more shareholders, and not otherwise. (See "Shareholders' Right to
Nominate Director Candidates" below.) The enclosed form of proxy expressly
excludes voting for the election of any Directors, because a majority of the
Board of Directors has not nominated anyone for election as a Director at the
Annual Meeting (as more fully explained beginning in the next paragraph below).
If at least four Director candidates are validly nominated at the Annual Meeting
by one or more shareholders, the election of Directors will occur at the Annual
Meeting, and the four nominees receiving the greatest number of votes cast at
the meeting shall be elected. Abstentions, withheld votes and broker non-votes
will not be deemed votes cast in determining which nominees receive the greatest
number of votes cast.
The Company's President and Chief Executive Officer, Gregory H. Moses,
Jr., is causing this proxy statement and the enclosed form of proxy (which
excludes the election of Directors) to be mailed to the shareholders in the
exercise of his responsibilities to act in the best interests of the Company and
its shareholders, as he deems necessary in the circumstances described below. In
the absence of any nominations by a majority of the 12-member Board of Trustees,
Mr. Moses has deemed it necessary to thus provide the shareholders the
opportunity to exercise their right to nominate Director candidates themselves
and thereby have the ability to exercise their voting rights to elect the
persons to succeed the four Directors whose current terms expire this year. The
circumstances resulting in this action by the President and Chief Executive
Officer are described as follows.
Under the Company's bylaws and its corporate governance guidelines
adopted by the Board of Directors effective August 5, 1999: (i) the Board of
Directors is responsible for selecting and recommending Director candidates for
shareholder approval, (ii) the Board of Directors has delegated the preliminary
review process involved to the Company's Governance Committee (formerly called
the Nominating Committee), and (iii) the Governance Committee is responsible for
reviewing the appropriate skills and characteristics required for Board members.
On October 1, 2001, the Governance Committee unanimously (with six of
its seven members present and voting) recommended that only one person, Linda A.
Watters (an incumbent Director whose present term expires this year), be
nominated for election as a Director
2
at the 2001 Annual Meeting of Shareholders, thus reducing the Board of Directors
from twelve to nine members upon such election. At a meeting of the Board of
Directors on October 5, 2001, at which all of the current 12 Directors were
present and voting, a motion was made to approve such recommendation of the
Governance Committee. Before that motion was voted upon, it was amended to
propose nominating all of the four incumbent Directors whose present terms
expire this year (Anita C. R. Gorham; Harcourt G. Harris, M.D.; Ronald M.
Horwitz, Ph.D.; And Linda A. Watters) for election to new three-year terms as
Directors of the Company, to hold office until the Annual Meeting of
Shareholders in 2004 or until their successors are elected and qualified. The
Board of Directors voted six-to-six on such amended motion, which therefore was
defeated, and the Board thus was deadlocked on nominating any Director
candidates at that meeting. On October 15, 2001, the Board of Directors met
again but were unable to break their six-to-six deadlock.
Subsequent attempts to resolve the deadlock have been unsuccessful,
resulting in the above-explained decision of the President and Chief Executive
Officer of the Company to send the shareholders the accompanying Notice of
Meeting and this proxy statement and the enclosed form of proxy (which excludes
the election of Directors). In no event will the persons named in the enclosed
form of proxy vote any of the shares represented by such proxies for the
election of any Director nominees.
SHAREHOLDERS' RIGHTS TO NOMINATE DIRECTOR CANDIDATES
The Company's bylaws allow any shareholder who is entitled to vote in
the election of Directors generally to nominate one or more persons for election
as Directors at the Company's 2001 Annual Meeting, but only if written notice of
intent to make such nomination is given to the Secretary of the Company and
received at the Company's principal executive offices (at 1155 Brewery Park
Boulevard, Suite 200, Detroit, Michigan 48207) not later than the close of
business on November 8, 2001 (the tenth day after the day on which notice of the
2001 Annual Meeting date is being given to the shareholders). To be valid under
the Company's bylaws, each such notice of intent ("Notice") must set forth:
(a) the name and address of the shareholder who intends to
make such nomination and of each person to be nominated;
(b) a representation that such shareholder is a holder of
record of stock of the Company entitled to vote for the election of
Directors on the date of such Notice and intends to appear in person or
by proxy at the 2001 Annual Meeting to nominate each person specified
in such Notice;
(c) a description of all arrangements or understandings
between such shareholder and each nominee proposed by such shareholder
and any other person or persons (naming such person or persons)
pursuant to which the nomination is to be made by the shareholder;
(d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the SEC if the Board
nominated, or intended to nominate, that nominee; and
(e) each such nominee's consent to serve as a Director of the
Company if so elected.
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If a person who is thus validly designated as a Director nominee
thereafter becomes unable or unwilling to stand for election to the Board, the
shareholder who proposed such nominee may designate a substitute Director
nominee upon delivery, not fewer than 10 days before the 2001 Annual Meeting
date, of a written notice to the Secretary of the Company setting forth such
information regarding such substitute nominee as would have been required to be
delivered to the Secretary had such substitute nominee been initially proposed
as a nominee. Such notice shall include each such substitute nominee's signed
consent to serve as a Director of the Company, if elected.
INFORMATION RELATING TO DIRECTORS AND OTHERS
The following information is furnished with respect to each current
Director, and each executive officer of the Company as of June 30, 2001 named in
the Summary Compensation Table herein. In general, "beneficial ownership"
includes those shares a Director or executive officer has the power to vote, or
the power to transfer. Except as otherwise noted, the persons named in the table
below have sole voting and investment power with respect to all shares shown as
beneficially owned by them.
(Balance of this page intentionally left blank)
4
PERCENTAGE OF
SHARES TOTAL COMMON
OF COMMON STOCK OF THE
STOCK COMPANY
NAME POSITIONS AND OFFICES BENEFICIALLY BENEFICIALLY
(AND IF APPLICABLE, WITH THE COMPANY AND OTHER OWNED AS OF OWNED AS OF
YEAR FIRST BECAME A DIRECTOR) AGE PRINCIPAL OCCUPATIONS OCT. 15, 2001 OCT. 15, 2001
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CURRENT DIRECTORS
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Anita C. R. Gorham (1984)........ 60 Secretary of the Company; Associate
Director of Education and Professional
Development and faculty member at
Central Michigan University............. 48,436 (1) (2) *
Harcourt G. Harris, M.D. (1985).. 73 Vice Chairman of the Board of
Directors of the Company; *
Retired.................... 46,333 (1) (2)
Ronald M. Horwitz, Ph.D. (1997) 63 Professor of Finance at Oakland
University; Principal of Ronald M.
Horwitz and Assoc., Financial
Consultants............................. 25,500 (1) (2) *
Linda A. Watters (2000).......... 48 President and Chief Executive Officer
of Detroit Commerce Bank................ 26,500 (1) *
William C. Brooks (1997)......... 68 Chairman of the Board of Directors of
the Company; Chairman of Brooks Group
International Ltd....................... 110,000 (1) 1.6%
Julius V. Combs, M.D. (1983)..... 70 Chairman and President of National
Healthcare Scholars Foundation.......... 35,566 (1) (2) (3) *
Pearl M. Holforty (1998)......... 72 President and Chief Executive Officer
of Liberty BIDCO Investment
Corporation............................. 30,000 (1) *
Gregory H. Moses, Jr. (1998)..... 67 President and Chief Executive Officer
of the Company; President of OmniCare
Health Plan, Inc., of Tennessee......... 130,000 (1) (2) 1.9%
William B. Fitzgerald (1997)..... 59 Vice Chairman of the Board of
Directors of the Company; Principal of
Fund Administration Services; Of
Counsel to the law firm of Timmis &
Inman.......... 58,346 (1) *
Darrel W. Francis (1998)......... 48 President of Metropolitan Facility
Resources; President of Precision
Industrial Service...................... 50,000 (1) *
Tom A. Goss (2000)............... 55 Chairman of Goss LLC.................... 26,000 (1) *
Emmett S. Moten, Jr. (1998)...... 57 President of Moten Associates............ 25,000 (1) *
OTHER EXECUTIVE OFFICERS
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Osbie Howard(4).................. 58 Senior Vice President of United
American of Tennessee, Inc.; Executive
Director of OmniCare Health Plan,
Inc., of Tennessee........................ 13,282 (1) *
William E. Jackson, II(5)........ 45 Chief Financial Officer and Treasurer
of the Company............................ 0 *
James A. Lee, III(6)............. 45 Vice President, Commercial Operations *
of OmniCare Health Plan of Michigan....... 0
All Directors and executive officers as a group (18 persons)............ 624,963 9.2%
NAME TERM
(AND IF APPLICABLE, TO
YEAR FIRST BECAME A DIRECTOR) EXPIRE
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Anita C. R. Gorham (1984)........ 2001
Harcourt G. Harris, M.D. (1985).. 2001
Ronald M. Horwitz, Ph.D. (1997).. 2001
Linda A. Watters (2000).......... 2001
William C. Brooks (1997)......... 2002
Julius V. Combs, M.D. (1983)..... 2002
Pearl M. Holforty (1998)......... 2002
Gregory H. Moses, Jr. (1998)..... 2002
William B. Fitzgerald (1997)..... 2003
Darrel W. Francis (1998)......... 2003
Tom A. Goss (2000)............... 2003
Emmett S. Moten, Jr. (1998)...... 2003
Osbie Howard(4)..................
William E. Jackson, II(5)........
James A. Lee, III(6).............
All Directors and executive officers as a group (18 persons)............
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* Less than 1%
(1) Includes the following number of shares of Common Stock which the
individual has the right to acquire pursuant to stock options that are
exercisable currently or become exercisable within 60 days after
October 15, 2001: Mr. Brooks, 100,000 shares; Mr. Moses, 125,000
shares; Dr. Combs, Mr. Francis, Mr. Fitzgerald, Ms. Gorham, Mr. Goss,
Dr. Harris, Ms. Holforty, Mr. Horwitz, Mr. Moten and Ms. Watters,
25,000 shares each; and Mr. Howard, 2,000 shares.
(2) Includes shares of Common Stock with respect to which the following
Directors share voting and investment power with others: Dr. Combs,
5,140 shares, Dr. Harris, 21,333 shares, and Mr. Moses, 5,000 shares.
(3) Includes 5,426 shares of Common Stock held in trust for the benefit of
relatives as to which Dr. Combs disclaims any beneficial interest.
(4) Mr. Howard has served in the described positions and offices for more
than the past five years.
(5) Mr. Jackson, a certified public accountant, has served as Chief
Financial Officer of the Company since August 2000. During the four
prior years, he was a self-employed C.P.A. providing income tax,
accounting and consulting services to businesses and individuals. He
also was a principal of George Johnson & Company from May 1999 to July
1999, managing and planning operational and employee benefit audits. He
also was Controller of First Baptist Community Development Corporation
from September 1998 to April 1999, General Manager of Payroll-I Atlanta
from July 1993 to March 1996 and an Audit Manager with Coopers &
Lybrand from 1979 to 1993. Mr. Jackson filed a personal bankruptcy
petition under the Federal bankruptcy law in September 1998, which was
approved in January 1999.
(6) Mr. Lee left the Company in August 2001.
5
OTHER INFORMATION RELATING TO DIRECTORS
Following each Director's name and the years in which she or he became
a Director and in which her or his present term is to expire, respectively, is a
brief account of the business experience of each Director of the Company during
the past five years.
WILLIAM C. BROOKS (SINCE 1997; PRESENT TERM ENDS 2002)
William C. Brooks has served the Company as a Director since 1997, and
as Chairman of the Board of Directors since January 1998. He has been Chairman
of Brooks Group International, Ltd., a holding company involved in human
resources and economic development, since January 1998. Mr. Brooks retired as a
Vice President of General Motors Corporation, Inc. in 1997. He is a retired Air
Force Officer, and was Assistant Secretary of the U.S. Department of Labor from
July 1989 to December 1990. He is a Director of Louisiana-Pacific, Covansys,
Sigma Associates and Lason, Inc.
GREGORY H. MOSES, JR. (SINCE 1998; PRESENT TERM ENDS 2002)
Gregory H. Moses, Jr. has served as President and Chief Operating
Officer of the Company since May 1998 and as its Chief Executive Officer since
August 1998. Mr. Moses also served as President and Chief Executive Officer of
OmniCare Health Plan of Michigan ("OmniCare-MI"), one of the Company's managed
HMOs, from May 1998 through July 2001. In addition, he is President of OmniCare
Health Plan, Inc., of Tennessee ("OmniCare-TN"), another of the Company's
managed HMOs. From October 1996 to May 1998, he was Chief Financial Officer of
UltiMed, a health maintenance organization in Michigan. Previously, he was
retired from Coopers & Lybrand, where he had been a partner from 1974 until
October 1994, including serving as partner-in-charge of its Healthcare
Consulting Group in New York and New Jersey for ten years and chairman of its
National Healthcare Consulting Group for five years.
JULIUS V. COMBS, M.D. (SINCE 1983; PRESENT TERM ENDS 2002)
Julius V. Combs, M.D. served since the Company's inception in 1983 as
its Chairman of the Board of Directors until January 1998, and its Chief
Executive Officer until his retirement in August 1998. Dr. Combs was Chairman
Emeritus of the Board of Trustees of OmniCare-MI, one of the Company's managed
HMOs, until July 31, 2001. He is Chairman of the Board and President of National
Healthcare Scholars Foundation.
WILLIAM B. FITZGERALD (SINCE 1997; PRESENT TERM ENDS 2003)
William B. Fitzgerald is a Vice Chairman of the Board of Directors of
the Company. He was Vice Chairman of the Board of Trustees of OmniCare-MI, one
of the Company's managed HMOs, until July 31, 2001. He has been a Principal and
Chief Executive Officer of Fund Administration Services in Grosse Pointe Farms,
Michigan, providing management and consulting services to self-funded insurance
programs, since 1989. An attorney since 1968, Mr. Fitzgerald has been Of Counsel
to the law firm of Timmis & Inman in Detroit, Michigan, since 1990.
6
DARREL W. FRANCIS (SINCE 1998; PRESENT TERM ENDS 2003)
Darrel W. Francis has been President of Metropolitan Facility
Resources, an office furniture sales and design company, since January 1997. He
has been President of Precision Industrial Service, a floor covering
installation company, since June 1999. From January 1996 to October 1998, he was
President of Advantage Pavilion, Inc., an office furniture sales and design
company.
ANITA C. R. GORHAM (SINCE 1984; PRESENT TERM ENDS 2001)
Anita C. R. Gorham has been the Company's Secretary since 1984. Ms.
Gorham was a member of the Board of Trustees of OmniCare-MI, one of the
Company's managed HMOs, until July 31, 2001. She has been employed since 1987 by
Central Michigan University, currently as Associate Director, Education and
Professional Development and a faculty member, and previously as Academic
Advisor and Regional Manager of Academic Services. Ms. Gorham also is a faculty
member at Davenport University, previously Detroit College of Business.
TOM A. GOSS (SINCE 2000; PRESENT TERM ENDS 2003)
Tom A. Goss has been Chairman of Goss LLC, an insurance agency, since
January 2001. He has been a Partner of GR Beyster Lumber LLC, a millwork and
lumber company that custom builds and distributes a variety of forestry
products, since July 2000. He was a Partner/Advisor of The Goss Group, Inc., an
insurance products and services company, since March 1997. He also served as
Director of Athletics for The University of Michigan from September 1997 to
April 2000. Prior thereto, he had been President and Chief Operating Officer of
PIA Merchandising, Inc., a national retail merchandising company, since 1993.
HARCOURT G. HARRIS, M.D. (SINCE 1985; PRESENT TERM ENDS 2001)
Harcourt G. Harris, M.D., is a Vice Chairman of the Board of Directors
of the Company. He was Chairman of the Board of Trustees of OmniCare-MI, one of
the Company's managed HMOs, from December 1992 until July 31, 2001. Dr. Harris,
now retired, was in the private practice of medicine for thirty years,
specializing in internal medicine.
PEARL M. HOLFORTY, C.P.A. (SINCE 1998; PRESENT TERM ENDS 2002)
Pearl M. Holforty, C.P.A., has served as President and Chief Executive
Officer of Liberty BIDCO Investment Corporation since its inception in 1989.
Liberty BIDCO is a privately-owned, non-bank financial institution which invests
subordinated debt or equity in small business. From 1970 to 1977, Ms. Holforty
was an accountant with Plante & Moran LLP and a partner in that firm from 1977
to 1991. She is a director of Auto Club Trust (affiliated with the Automobile
Club of Michigan), which handles investments for clients.
RONALD M. HORWITZ, PH.D. (SINCE 1997; PRESENT TERM ENDS 2001)
Ronald M. Horwitz, Ph.D., has been a Professor of Finance at Oakland
University since 1991, where he also served as Acting Vice President for
Academic Affairs in 1992-93 and as Dean of the School of Business Administration
from 1979 to 1990. Dr. Horwitz also is the Principal of Ronald M. Horwitz and
Assoc., Financial Consultants.
7
EMMETT S. MOTEN, JR. (SINCE 1998; PRESENT TERM ENDS 2003)
Emmett S. Moten, Jr. has been the President of Moten Associates, a real
estate development firm, since October 1996. From July 1988 to October 1996, he
was Vice President of Development for Little Caesar Enterprises, Inc., a
national fast food franchise company. Prior to assuming that position, Mr. Moten
was Director of the Community & Economic Development Department of the City of
Detroit for almost ten years.
LINDA A. WATTERS (SINCE 2000; PRESENT TERM ENDS 2001)
Linda A. Watters has served the Company as a Director since July 2000.
She has been President and Chief Executive Officer of Detroit Commerce Bank
since July 1998. From 1988 to 1996, she held a number of positions at Comerica
Bank, first as a Loan Analyst and ultimately as a Vice President in the
Corporate Banking Division. From 1980 to 1987, Ms. Watters worked in finance and
marketing for General Motors Corporation. She also is a Director of Detroit
Commerce Bank, an affiliate of Capitol Bancorp Ltd.
During the fiscal year ended June 30, 2001, the Company's Board of
Directors held four meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee. The Bylaws of the Company
require that the members of the Audit Committee all be "independent directors"
(as defined in the Company's Articles of Incorporation). The current members of
the Audit Committee are Darrel W. Francis (Chairman), Pearl M. Holforty, Dr.
Ronald M. Horwitz and Linda A. Watters; in addition, William C. Brooks, Chairman
of the Board of the Company, is an ex officio member of the Audit Committee.
During fiscal year 2001, the Audit Committee held four meetings. The duties of
the Audit Committee are to recommend to the Board of Directors certified public
accountants to conduct audits of the accounts and affairs of the Company, to
review accounting objectives and procedures of the Company and findings and
reports of the independent certified public accountants, and to make such
reports and recommendations to the Board of Directors as it deems appropriate.
The Company has a standing Business Development Committee. The current
members of the Business Development Committee are Tom A. Goss (Chairman),
William C. Brooks, Dr. Julius V. Combs, William B. Fitzgerald, Darrel W.
Francis, Dr. Harcourt G. Harris, Gregory H. Moses, Jr. and Emmet S. Moten, Jr.
During fiscal year 2001, the Business Development Committee held six meetings.
The duties of the Business Development Committee are to make recommendations to
the Board to enhance shareholder value while evaluating the strategic risk
responsibility of the Company.
The Company has a standing Finance Committee. The current members of
the Finance Committee are Linda A. Watters (Chairperson), William C. Brooks,
William B. Fitzgerald, Tom A. Goss, Pearl M. Holforty, Dr. Ronald M. Horwitz and
Gregory H. Moses, Jr. During fiscal year 2001, the Finance Committee held eleven
meetings. The duties of the Finance Committee are to make recommendations to the
Board of Directors on financial matters, short- and long-term investments and
business planning matters.
The Company has a standing Compensation Committee. The current members
of the Compensation Committee are Anita C. R. Gorham (Chairperson), Dr. Julius
V. Combs, Tom A. Goss, Dr. Harcourt G. Harris and Emmett S. Moten, Jr.; in
addition, William C. Brooks,
8
Chairman of the Board of the Company, and Gregory H. Moses, Jr., President and
Chief Executive Officer of the Company, are ex officio members of the
Compensation Committee. During fiscal year 2001, the Compensation Committee held
five meetings. The duties of the Compensation Committee are to make
recommendations to the Board of Directors relating to the overall compensation
arrangements for officers and staff of the Company, to make recommendations to
the Board of Directors pertaining to any compensation plans in which officers
and Directors of the Company are eligible to participate, and to grant options
under the Company's 1998 Stock Option Plan.
The Company has a standing Governance Committee. The current members of
the Governance Committee are Emmett S. Moten, Jr. (Chairman), Darrel W. Francis,
Anita C. R. Gorham, Tom A. Goss and Linda A. Watters; in addition, William C.
Brooks, Chairman of the Board of the Company, and Gregory H. Moses, Jr.,
President and Chief Executive Officer of the Company, are ex officio members of
the Governance Committee. During fiscal year 2001, the Governance Committee held
two meetings. The duties of the Governance Committee are to present to the Board
of Directors, whenever vacancies occur or terms are expected to expire, names of
individuals who would make suitable Directors of the Company and to advise
appropriate officers of the Company on matters relating to the organization of
the Board of Directors.
The Company has a standing Executive Committee. The current members of
the Executive Committee are William C. Brooks (Chairman), Tom A. Goss, Gregory
H. Moses, Jr. and Linda A. Watters. During fiscal year 2001, the Executive
Committee held two meetings. The duties of the Executive Committee are to
exercise, in the intervals between the meetings of the Board of Directors, the
powers of the Board as they relate to the management of the business and affairs
of the Company, excluding powers expressly delegated by the Board to other
standing committees.
All of the Directors, except Mr. Brooks, Dr. Combs and Mr. Francis,
attended at least 75% of the combined number of meetings held during fiscal year
2001 by the Board and each Committee of which she or he was than a member. Mr.
Brooks attended 100% of the Board of Directors meetings held during fiscal year
2001.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no fees for their
services as a Director or as a Committee member. Each of the Directors who is
not an employee of the Company receives $300 for each Board of Directors meeting
and each Board committee meeting attended. In addition, each non-employee
Director receives an annual stipend of $24,000 as compensation for Director
services. The Chairman of the Board of Directors additionally receives an annual
stipend of $24,000 for services in such office and an annual automobile
allowance of $8,400. Directors are also entitled to reimbursement for reasonable
out-of-pocket expenses incurred in providing services to the Company in their
capacities as Directors.
9
SUMMARY COMPENSATION TABLE
The following table sets forth information for each of the fiscal years
ended June 30, 2001, 2000 and 1999 concerning the compensation of the Company's
Chief Executive Officer and each of the Company's three most highly compensated
executive officers as of June 30, 2001 (collectively, the "named Executive
Officers") whose annual salary and bonus exceeded $100,000.
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) (1)
GREGORY H. MOSES, JR. (2)................ 2001 306,923 100,000 800
Chief Executive Officer and 2000 271,154 100,000 200
President 1999 225,000 100,000 -
OSBIE HOWARD............................. 2001 174,744 60,000 800
Senior Vice President of 2000 161,666 30,000 619
United American of Tennessee, Inc. 1999 150,022 30,000 800
JAMES A. LEE, III (3).................... 2001 117,243 30,000 200
Former Vice President, Commercial 2000 146,205 - 619
Operations of OmniCare-MI 1999(4) - - -
GLORIA J. LARKINS (5).................... 2001 145,839 - 800
Former Chief Operating Officer of 2000 127,435 - 619
OmniCare-MI 1999 120,000 - -
-------------------------------
(1) This column represents the Company's annual contribution to the 401(k)
Savings Plan. For the years set forth in the table, none of the named
Executive Officers had any long-term compensation (including restricted
stock awards and LTIP payouts). Stock Options granted during fiscal year
2001 are shown in the stock option table on the next page.
(2) Mr. Moses joined the Company as President and Chief Operating Officer on
May 11, 1998, and became Chief Executive Officer effective August 6, 1998.
(3) Mr. Lee joined the Company on January 7, 1999 and become Vice President,
Commercial Operations of OmniCare-MI on November 15, 1999. Mr. Lee left the
Company on August 10, 2001.
(4) Not an executive officer prior to fiscal year 2000.
(5) Ms. Larkins joined the Company December 15, 1997 and became Chief Operating
Officer of OmniCare-MI on July 1, 1998. Ms. Larkins left the Company on
June 1, 2001.
10
OPTION FISCAL YEAR-END VALUES
The following table shows the aggregated numbers and value of
unexercised stock options held by Executive Officers at June 30, 2001.
NUMBER OF VALUE OF
COMMON SHARES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS
OPTIONS AT AT FISCAL-YEAR
NAME FISCAL YEAR-END END (1)
--------------------------------------------------------------------------------------
Gregory H. Moses, Jr. 125,000 $ 15,000
Osbie Howard 4,000 (2) $ 1,120
James A. Lee, III 8,000 (3) $ 2,490
-------------------------------
(1) Calculated based on the closing price of Company Common Stock on June 29,
2001 (the last business day of the fiscal year) of $1.53 less the option
exercise price. An option is in-the-money if the market value of the Common
Stock subject to the option is greater than the exercise price.
(2) These options vest in four equal installments on the first four
anniversaries of the grant date, December 15, 1998.
(3) These options vest in four equal installments on the first four
anniversaries of the grant date, February 3, 1999 as to half, and November
10, 1999 as to the other half, of the 8,000 underlying shares. These
options expired when Mr. Lee left the Company on August 10, 2001.
STOCK OPTION PLANS; EMPLOYEE STOCK PURCHASE PLAN
The Company has a 1998 Stock Option Plan (the "Plan"), under which
stock options (Nonqualified Options and Incentive Options, as defined in the
Plan) may be granted to officers, Directors and key employees of the Company or
its subsidiaries. The maximum number of shares of Common Stock which may be
issued pursuant to stock options under the Plan is 500,000, and no Participant
can receive stock options for more than 300,000 shares over the term of the
Plan.
The Plan is administered by a committee (the "Committee") specified by
the Board of Directors, currently its Compensation Committee. The selection of
persons who are eligible to participate in the Plan and grants to those
individuals are determined by the Committee, in its sole discretion. The only
established criterion to determine eligibility under the Plan is that
individuals must be officers, Directors or key employees of the Company or any
Subsidiary (as defined in the Plan) who, in the judgment of the Committee, are
or will become responsible for the direction and financial success of the
Company or any Subsidiary.
An Incentive Option granted under the Plan must have an exercise price
not less than 100% of the fair market value of the shares on the date such
option is granted. For an Incentive Option granted to a Participant who owns
more than 10% of the total combined voting stock of the Company or of any parent
or subsidiary of the Company, the exercise price must be at least 110% of the
fair market value of the shares on the date such option is granted. A
Nonqualified Option granted under the Plan must have an exercise price not less
than 75% of the fair market value of the shares on the date such option is
granted. Each stock option granted under the Plan must expire not more than ten
years after the date of the grant; and an Incentive Option granted to an
individual who, at the time of the grant, owns more than 10% of the total
combined voting stock of all classes of stock of the Company or of any parent or
Subsidiary must expire not more than five years after the date of the grant.
11
The Company's Employee Stock Purchase Plan ("ESPP"), which became
effective October 1996, enables all eligible employees of the Company to
subscribe for shares of Common Stock on an annual offering date at a purchase
price which is the lesser of 85% of the fair market value of the shares on the
first day or the last day of the annual period. There were no employee
contributions to the ESPP for fiscal 2001. 200,000 common shares were reserved
for issuance under the ESPP.
The Company has not granted any Stock Appreciation Rights, and it did
not grant any stock options or any awards under a long-term incentive plan
during fiscal year 2001. The Company on May 3, 2001 granted certain stock
options under the Plan.
401(k) SAVINGS PLAN
The Company sponsors a retirement plan intended to be qualified under
Section 401(k) of the Internal Revenue Code of 1986, as amended. All employees
over age 21, other than non-resident aliens, are eligible to participate in the
Plan. Employees may contribute to the plan on a tax-deferred basis up to 15% of
their total salary through April 1, 2001 and 20% thereafter. Under the plan, the
Company makes matching contributions on each employee's behalf, up to a maximum
of 1% of each employee's total salary through January 1, 2001 and 2% thereafter.
As of June 30, 2001, 149 employees had elected to participate in the plan. For
the fiscal year ended June 30, 2001, the Company contributed $40,000 to the
plan. See the "Summary Compensation Table" above for additional information.
COMPENSATION COMMITTEE REPORT
Compensation for the Company's key executives is determined by the
Compensation Committee of the Board of Directors. Salaries, bonuses and other
compensation of the Company's key executives are based upon profitability,
enrollment levels of the Company's clients, including OmniCare-MI and
OmniCare-TN, revenue growth, return on equity and market share.
The Compensation Committee believes that compensation of the Company's
key executives should be sufficient to attract and retain highly qualified
personnel and also provide meaningful incentives for measurable superior
performance. During fiscal year 2001, the Company's executive compensation
included a base salary and bonus. Based upon available data, the Company
believes the base salaries of its executives were set at the levels of
comparable companies in its line of business.
The Compensation Committee is comprised of Ms. Gorham (Chairperson),
Dr. Combs, Mr. Goss, Dr. Harris and Mr. Moten; in addition, Mr. Brooks, Chairman
of the Board of the Company, and Mr. Moses, President and Chief Executive
Officer of the Company, are ex officio members of the Compensation Committee.
Messrs. Brooks and Moses do not participate in Compensation Committee meetings
during which their own compensation is considered.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The ownership, operation and management of the Company involve various
potential conflicts of interest, including the relationships and transactions
described below. Management of the Company believes that these agreements and
transactions have been on terms which are as fair to the Company as could have
been obtained from unaffiliated parties.
12
MANAGEMENT AGREEMENT. The Company's management agreements with its
managed plans, OmniCare-MI and OmniCare-TN, were negotiated between related
entities. However, such management agreements were reviewed, revised and
approved by each plan's Board. Since July 31, 2001, OmniCare-MI is no longer a
related entity with respect to the Company. OmniCare-TN is an HMO which is
75%-owned by the Company through its wholly-owned subsidiary, United American of
Tennessee, Inc.
COMMON OFFICERS AND DIRECTORS. As indicated in the chart below, during
and since fiscal year 2001, certain officers and Directors of the Company were
also officers or members of the Board of Trustees of OmniCare-MI (not a
subsidiary of the Company) until July 31, 2001 or officers or members of the
Board of Directors of OmniCare-TN (which is 75% owned by the Company through its
wholly owned subsidiary, United American of Tennessee, Inc.). Consequently, such
individuals were or are likely to influence the operation of the Company and
negotiations and arrangements between the Company and these entities, including
the negotiation of and operation under the respective management agreements.
Conflicts of interest may arise relating to matters that are presented to the
Company's Board of Directors for consideration and with respect to which the
Company and OmniCare-TN may have differing interests, including matters relating
to their management agreement.
A court Order issued on July 31, 2001 placed OmniCare-MI in
rehabilitation. Since that date, pursuant to the Order the Company has continued
to perform that management agreement without interruption and no Company
officers or directors are any longer OmniCare-MI officers or directors.
OMNICARE-MI
NAME COMPANY (ONLY BEFORE AUGUST 1, 2001) OMNICARE-TN
-------------------------------------------------------------------------------------------------------------
William C. Brooks............... Chairman of the Board, -- Director
Director
Gregory H. Moses, Jr............ President, CEO, Director President, CEO, Trustee President, Director
Anita C. R. Gorham.............. Secretary, Director Trustee --
Harcourt G. Harris, M.D......... Vice Chairman Chairman of the Board, --
of the Board, Director Trustee
William B. Fitzgerald........... Vice Chairman Vice Chairman of the Board, --
of the Board, Director Trustee
Julius V. Combs, M.D............ Director Chairman Emeritus, Trustee Director
William E. Jackson, II.......... Chief Financial Officer, Chief Financial Officer --
Treasurer
HEALTH INSURANCE BENEFITS FOR COMPANY EMPLOYEES. Health care benefits
for some employees of the Company are provided through OmniCare-MI. For the
fiscal year ended June 30, 2001, the Company paid premiums of approximately $1.0
million for such benefits.
II. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company, upon the recommendation of the
Board's Audit Committee, has appointed KPMG LLP as independent auditors of the
Company for its fiscal year ending June 30, 2002. The Board seeks to have the
shareholders ratify the appointment of KPMG LLP.
13
KPMG LLP has served as independent auditors of the Company since
January 12, 1998. A representative of KPMG LLP is expected to be present at the
2001 Annual Meeting to make a statement, if requested, and be available to
respond to questions with respect to the 2001 audit.
The Board of Directors considers KPMG LLP to be well qualified to serve
as the independent auditors for the Company. If the appointment of KPMG LLP is
not ratified by the shareholders, the Board of Directors may appoint other
independent auditors based upon the recommendation of the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY
THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE 2002 FISCAL YEAR.
PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS
OTHERWISE SPECIFY IN THEIR PROXIES.
III. REPORT OF THE AUDIT COMMITTEE
The Audit Committee (the "Committee") is made up of the following
members: Darrel W. Francis (Chairman), Pearl M. Holforty, Dr. Ronald M. Horwitz
and Linda A. Watters, with the Company's Chairman of the Board, William C.
Brooks, and President and Chief Executive Officer, Gregory H. Moses, Jr., as ex
officio members. The Audit Committee operates pursuant to a written charter, a
copy of which is included in this proxy statement as Appendix A. In accordance
with the charter, all of the members of the Committee are independent (as
defined in the rules of the New York Stock Exchange) and financially literate
and at least one member of the Committee has accounting or related financial
management expertise.
The Audit Committee, on behalf of the Board, oversees the Company's
financial reporting process. In fulfilling its oversight responsibilities, the
Committee reviewed with management each fiscal 2001 Form 10-Q quarterly filing,
as well as the audited consolidated financial statements and the footnotes
thereto in the Company's fiscal year 2001 Annual Report to Shareholders
incorporated by reference in the Form 10-K for the fiscal year ended June 30,
2001, before the Forms 10-Q and 10-K were filed with the Securities and Exchange
Commission (the "SEC"). The Audit Committee also discussed with management the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements prior to the respective Forms 10-Q and 10-K being filed
with the SEC.
The Company's independent auditors are responsible for expressing an
opinion on the conformity of the Company's audited consolidated financial
statements to generally accepted accounting principles. The Audit Committee
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committee) and
Statement on Auditing Standards No. 90 (Audit Committee Communications). The
Company's independent auditors have expressed an opinion in their Independent
Auditors' Report that the Company's audited consolidated financial statements
conform to accounting principles generally accepted in the United States.
The Audit Committee discussed with the independent auditors the
independent auditors' independence from management and the Company, and received
the written disclosures from the independent auditors required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
In concluding that the independent auditors are independent, the Audit Committee
considered, among other factors, whether the nonaudit services provided by the
independent auditors (principally tax services) were compatible with their
independence.
14
In reliance on the reviews and discussion referred to above, the Audit
Committee recommended to the Board that the audited consolidated financial
statements be incorporated by reference in the Form 10-K for the fiscal year
ended June 30, 2001, and filed with the SEC. The Committee also recommended that
the Board select KPMG LLP to serve as the Company's independent auditors for
fiscal year 2002.
Members of the Audit Committee
Darrel W. Francis
Pearl M. Holforty
Ronald M. Horwitz
Linda A. Watters
FEES PAID TO INDEPENDENT AUDITORS
During fiscal year 2001, the Company retained its independent auditors,
KPMG LLP, to provide services in the following categories, for which KPMG earned
the amounts set forth below:
Audit Fees, including services rendered in reviewing quarterly financial
information and auditing the Company's annual consolidated financial
statements.................................................................................... $ 256,000
Financial Information Systems Design and Implementation Fees................................... $ 0
All Other Fees, principally tax services....................................................... $ 39,000
IV. OTHER INFORMATION
EXPENSES OF SOLICITATION
The cost of this solicitation of proxies will be borne by the Company
and may include requests by mail and personal contact by its Directors, officers
and employees. In addition, the Company may retain a professional solicitor to
aid in the solicitation of proxies from brokers, banks, other nominees and
institutional holders at an anticipated fee of not to exceed $4,500 plus
out-of-pocket expenses. The Company will reimburse brokers or other nominees and
institutional holders for their expenses in forwarding proxy materials to
principals. Any person giving a proxy has the power to revoke it at any time
before it is voted.
15
STOCK PERFORMANCE CHART
The following graph compares the cumulative total return for the
previous five fiscal years on a $100 investment on June 30, 1996 in each of the
Company's Common Stock, the Standard & Poor's 500 Stock Index and the Standard &
Poor's Peer Group Indices. The graph assumes reinvestment of dividends, if any.
[COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN *
AMONG UNITED AMERICAN HEALTHCARE CORPORATION,
THE S & P 500 INDEX AND A PEER GROUP GRAPH]
2002 ANNUAL MEETING
A shareholder proposal which is intended to be presented at the 2002
Annual Meeting of the Shareholders must be received by the Company at its
principal executive offices by July 10, 2002.
Dated: October 29, 2001
16
APPENDIX A
UNITED AMERICAN HEALTHCARE CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:
- Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting and legal
compliance.
- Monitor the independence and performance of the Company's independent
auditors.
- Provide an avenue of communication among the independent auditors,
management and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Company's expense, special
legal, accounting, or other consultants or experts it deems necessary in
the performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the New York Stock
Exchange. The Audit Committee shall be comprised of three or more directors
as determined by the Board, each of whom shall be independent nonexecutive
directors, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the Committee
shall have a basic understanding of finance and accounting and be able to
read and understand fundamental financial statements, and at least one
member of the Committee shall have accounting or related financial
management expertise.
Audit Committee members shall be appointed by the Board on recommendation
of the Governance Committee. If an Audit Committee Chair is not designated
or present, the members of the Committee may designate a Chair by majority
vote of the Committee membership.
The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session at least annually with management, the
independent auditors, and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In addition,
the Committee should communicate with management and the independent
auditors quarterly to review the Company's financial statements and
significant findings based upon the auditors' limited review procedures.
17
III. Audit Committee Responsibilities and Duties
Review Procedures
1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have
the document published at least every three years in accordance
with Securities and Exchange Commission ("SEC") regulations.
2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices and judgments.
3. In consultation with management and the independent auditors,
consider the integrity of the Company's financial reporting
processes and controls. Discuss significant financial risk
exposures and the steps management has taken to monitor, control
and report such exposures. Review significant findings prepared by
the independent auditors together with management's responses.
4. Review with financial management and the independent auditors the
Company's quarterly financial results prior to the release of
earnings and/or the Company's quarterly financial statements prior
to filing or distribution. Discuss any significant changes to the
Company's accounting principles and any items required to be
communicated by the independent auditors in accordance with SAS 61
(see item 9).
Independent Auditors
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment of the
independent auditors or approve any discharge of auditors when
circumstances warrant.
6. Approve the fees and other significant compensation to be paid to
the independent auditors.
7. On an annual basis, the Committee should review and discuss with
the independent auditors all significant relationships they have
with the Company that could impair the auditors' independence.
8. Review the independent auditors audit plan - discuss scope,
staffing, locations, reliance upon management and general audit
approach.
9. Prior to releasing the year-end earnings, discuss the results of
the audit with the independent auditors. Discuss certain matters
required to be communicated to audit committees in accordance with
AICPA SAS 61.
10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied
in its financial reporting.
18
Other Audit Committee Responsibilities
11. On at least an annual basis, review with the Company's counsel any
legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from
regulators or governmental agencies.
12. Annually prepare a report to shareholders as required by the SEC.
The report should be included in the Company's annual proxy
statement.
13. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.
14. Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.
15. Establish, review and update periodically a Code of Ethical Conduct
and ensure that management has established a system to enforce this
Code.
16. Periodically perform self-assessment of audit committee
performance.
17. Review financial and accounting personnel succession planning
within the Company.
18. Annually review policies and procedures as well as audit results
associated with directors' and officers' expense accounts and
perquisites. Annually review a summary of directors' and officers'
related party transactions and potential conflicts of interest.
19
PROXY UNITED AMERICAN HEALTHCARE CORPORATION PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
UNITED AMERICAN HEALTHCARE CORPORATION.
The undersigned hereby appoints William C. Brooks and Gregory H. Moses
Jr., and each of them, with full power of substitution, to vote all shares
of common stock of United American Healthcare Corporation (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on November 30, 2001 and at any and
all adjournments thereof, except not for the election of any one or more
Directors.
IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED FOR APPROVAL OF THE
APPOINTMENT OF INDEPENDENT AUDITORS, AND, EXCEPT AS SPECIFIED TO THE
CONTRARY, THE UNDERSIGNED AUTHORIZES THE PROXIES TO EXERCISE THEIR
DISCRETION WITH RESPECT TO ANY OTHER MATTERS (EXCLUDING, HOWEVER, THE
ELECTION OF ANY ONE OR MORE DIRECTORS) THAT MAY PROPERLY COME BEFORE THE
MEETING.
(Continued and to be signed on reverse side.)
UNITED AMERICAN HEALTHCARE CORPORATION
NOVEMBER 30, 2001
0003QE
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details below.
A0931
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PROXY CARD
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FOR AGAINST ABSTAIN
1. Approval of Appointment of Independent Auditors. / / / / / /
PLEASE VOTE SIGN, DATE AND RETURN THIS PROXY FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as your name appears hereon. When signing as attorney,
executor, personal representative, administrator or guardian, please give your
full title as such. If shares are held in the name of more than one person, each
person must sign the Proxy. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature Signature Date
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