ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The Company's Board of Directors (the "Board") is divided into three
classes: the Class I, Class II and Class III directors. Each director is elected
for a three-year term of office, with one class of directors being elected at
each annual meeting of stockholders. Each director holds office until his
successor is elected and qualified or until his earlier death, resignation or
removal.
The information below sets forth for each member of the Board such person's
age, principal occupations during the past five years and certain other
information:
Class I Directors
Christopher Grant, Jr., age 43, has served as a director of the Company
since 1991. Mr. Grant has been the managing member of Salix Partners, LLC, which
serves as the general partner of Salix Ventures, L.P., a venture capital firm,
since January, 1998. Since May 1995, Mr. Grant has also served as the President
of CGJR Capital Management, Inc. ("CGJR Capital"), a venture capital firm. From
May 1994 through May 1995, he was involved in organizing CGJR Health Care
Services Private Equities, L.P., a limited partnership, for which CGJR Capital
serves as the general partner. From January 1994 through May 1994, Mr. Grant
served as the Senior Vice President and Chief Operating Officer of Surgical
Health Corporation, an operator of outpatient surgical centers. From March 1993
through January 1994, Mr. Grant was Executive Vice President, Chief Operating
Officer and a director of Heritage Surgical Corporation, an operator of
outpatient surgical centers. From 1990 through March 1993, Mr. Grant served as
Senior Vice President and, through 1992, Treasurer of Medical Care
International, Inc., an operator of outpatient surgical centers. From 1989
through 1990, Mr. Grant served as President of MediVision, Inc., an operator of
eye surgery and ophthalmic clinics, and from 1986 through 1989, served as its
Chief Financial Officer.
John F. Robenalt, age 45, has served as a director of the Company since
1991. Mr. Robenalt has been the Chief Executive Officer, Chief Operating
Officer, President and a Director of Just Like Home, Inc., a publicly-owned
assisted living company since 1997. Mr. Robenalt was the President of Panama
City Health Care Center, Inc. from 1985 to 1997 and the President of Sarasota
Health Care Center, Inc. from 1990 to 1997, both of which are nursing facilities
located in Florida. Since 1992, Mr. Robenalt has been President of Morgan Hill
Health Care Investors, Inc. (an owner of two nursing facilities in California),
Oak Health Care Investors of Durham, Inc. (a lessee of a nursing facility in
North Carolina) and Century Health Care Investors, Inc. (a company investing
primarily in nursing facilities). Mr. Robenalt has also been an attorney
practicing with Robenalt & Robenalt since 1984, and has been the managing
partner of that firm since 1986. From 1988 to 1991, Mr. Robenalt served as Vice
President of Health Care REIT, Inc., with responsibility for underwriting
investments in health care facilities. Since May 1995, Mr. Robenalt has been a
director of Stacey's Buffet, Inc., a restaurant chain based in Florida.
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Class II Directors
David C. Fries, Ph.D., age 53, has served as a director of the Company
since 1992. Since December 1994, Dr. Fries has been the Chief Executive Officer
and a director of Productivity Solutions, Inc., a software company servicing the
retail industry. From 1987 through December 1994, Dr. Fries was a general
partner of Canaan Ventures, a venture capital firm. Prior to 1987, Dr. Fries had
been an operating executive with General Electric Co. in several of its business
units.
David N. Hansen, age 45, has served as a director of the Company since July
1997. Since October 1996, Mr. Hansen has been an Executive Vice President, Chief
Financial Officer, and Treasurer of the Company. From 1988 through 1996, Mr.
Hansen was a partner at the accounting firm of Coopers & Lybrand L.L.P.
Samuel B. Kellett, age 53, has served as a director of the Company since
July 1997. Mr. Kellett has been owner and president of Samuel B. Kellett
Investments since January 1996. Mr. Kellett was president of Convalescent
Services, Inc. from 1978 to January 1996. See "Certain Transactions -
Transactions with Convalescent Services, Inc."
Class III Director
Arthur W. Stratton, Jr., M.D., age 52, has been Chairman of the Board of
Directors and Chief Executive Officer of the Company since founding the Company
in 1988. He also served as President of the Company since inception until May
1994 and from February 1995 to the present. Prior to founding the Company, Dr.
Stratton was a practicing physician and served in a number of administrative
capacities in acute care hospitals.
Stiles A. Kellett, Jr., age 54, has served as a director of the Company
since July 1995. He became a director of the Company in connection with the
Company's transactions with Convalescent Services, Inc. ("CSI") and its
affiliates. He was Chairman of the Board of Directors of CSI from 1980 to
January 1996. See "Certain Transactions--Transactions with Convalescent
Services, Inc." Mr. Stiles A. Kellett, Jr. is Chairman of Kellett Investment
Corp., a private investment company. Mr. Stiles A. Kellett, Jr. has served as a
director of WorldCom Inc., a telecommunications company, since 1981.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company as of March 31, 1998, who are elected
on an annual basis and serve at the discretion of the Board of directors, are as
follows:
NAME AGE POSITION AND OFFICES SERVED
------------------------------------ ---- ------------------------------------------ ------------
Arthur W. Stratton, Jr., M.D........ 52 Chairman of the Board, President and Chief 1988-Present
Executive Officer & Director
David N. Hansen..................... 45 Executive Vice President, Chief Financial 1996-Present
Officer and Treasurer
Paul Diaz .......................... 36 Executive Vice President and Chief 1997-Present
Operating Officer
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Dr. Stratton has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since founding the Company in 1988. He also
served as President of the Company since inception until May 1994 and from
February 1995 to the present. Prior to founding the Company, Dr. Stratton was a
practicing physician and served in a number of administrative capacities in
acute care hospitals.
Mr. Hansen has served as Executive Vice President, Chief Financial Officer,
and Treasurer of the Company since October, 1996. Prior to joining Mariner, Mr.
Hansen was a partner at Coopers & Lybrand L.L.P. from 1988 to 1996.
Mr. Diaz joined Mariner in October, 1996 and has served as Chief Operating
Officer of the Company since November, 1997. Prior to that, he was President of
the Inpatient Division. Mr. Diaz served as Chief Executive Officer of Allegis
Health Services from January, 1995 until the company was purchased by Mariner in
October of 1996. He served as Chief Financial Officer and General Counsel of
Allegis Health Services from January, 1991 through December, 1994.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities Exchange Commission.
Officers, directors and greater-than-ten percent stockholders are required by
Securities and Exchange Commission regulations to furnish the Company with all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, the
Company believes that during 1997 all of its officers, directors and
greater-than-ten-percent stockholders complied with all Section 16(a) filing
requirements, except that Dr. Stratton, David C. Fries, Stiles A. Kellett, Jr.,
Samuel B. Kellett, Christopher Grant and John F. Robenalt each filed one late
Form 5. As a result, Dr. Stratton reported seven late transactions; Stiles A.
Kellett, Jr. reported eight late transactions; and David C. Fries, Samuel B.
Kellett, Christopher Grant and John F. Robenalt each reported one late
transaction.
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