-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JxGk1gaInD/KNe/2pirGtOr8j4rDI/mI+9jubKVvnWbSpKFtYUcXr2ATPArMpcqN uMQshgaE2x3RXpiIPewsdA== 0000950144-96-002078.txt : 19960513 0000950144-96-002078.hdr.sgml : 19960513 ACCESSION NUMBER: 0000950144-96-002078 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960523 FILED AS OF DATE: 19960510 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACKENHUT CORP CENTRAL INDEX KEY: 0000104030 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 590857245 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05450 FILM NUMBER: 96559976 BUSINESS ADDRESS: STREET 1: 4200 WACKENHUT DRIVE CITY: PALM BEACH GARDEN STATE: FL ZIP: 33410 BUSINESS PHONE: 4026916429 MAIL ADDRESS: STREET 1: 4200 WACKENHUT DRIVE CITY: PALM BEACH GARDEN STATE: FL ZIP: 33410 DEFS14A 1 THE WACKENHUT CORP. SPECIAL N&PS 5/23/96 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Wackenhut 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): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: /X/ 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: 2 [WACKENHUT LOGO] EXECUTIVE OFFICES 4200 Wackenhut Drive #100 Palm Beach Gardens, Florida 33410-4243 Telephone: (561) 622-5656 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ON MAY 23, 1996 To the Shareholders: A Special Meeting of the holders of the Series A Common Stock and the Series B Common Stock of The Wackenhut Corporation will be held on May 23, 1996 at 9:00 A.M. at PGA National Resort & Spa, 400 Avenue of the Champions, Palm Beach Gardens, Florida, for the following purposes: (1) to approve a proposal to amend Article III of the Company's Articles of Incorporation to increase the number of authorized shares of the Company's Common Stock from 20,000,000 shares, par value $.10 per share, to 50,000,000 shares, par value $.10 per share, with 3,858,885 shares designated as Series A Common Stock and 46,141,115 shares designated as Series B Common Stock; (2) to approve a proposal to amend Article III of the Company's Articles of Incorporation to confirm that one class or series of the Company's capital stock may be issued (by action of the Board of Directors without the necessity of further shareholder action) through a share dividend or a stock split on shares of another class or series of the Company's capital stock; (3) to approve a proposal to ratify, confirm and approve prior issuances by the Company of shares of one series of the Company's Common Stock to holders of another series of the Company's Common Stock, through a share dividend, a stock split, or otherwise; and (4) to act upon such other matters incidental to the conduct of the Special Meeting as may properly come before the Special Meeting or any adjournments thereof. Only shareholders of record at the close of business on May 10, 1996, the record date fixed by the Board of Directors, are entitled to vote at the Special Meeting and any adjournments thereof. ALL HOLDERS OF SERIES A COMMON STOCK AND SERIES B COMMON STOCK ARE URGED TO ATTEND THE MEETING IN PERSON OR TO VOTE BY PROXY. You are requested to promptly sign and mail the enclosed proxy, which is being solicited on behalf of the Board of Directors, regardless of whether you expect to be present at the Special Meeting. A postage prepaid return envelope is enclosed for this purpose. If you attend the meeting in person, you may, if you wish, revoke your proxy and vote in person. By order of the Board of Directors. James P. Rowan Vice President, General Counsel and Assistant Secretary May 13, 1996 3 PROXY STATEMENT May 13, 1996 The Wackenhut Corporation Executive Offices 4200 Wackenhut Drive #100 Palm Beach Gardens, Florida 33410-4243 Telephone: (561) 622-5656 This Proxy Statement and the accompanying proxy card are being furnished in connection with the solicitation of proxies by the Board of Directors of The Wackenhut Corporation for the Special Meeting of the Shareholders of the Company to be held on May 23, 1996 at 9:00 A.M., at PGA National Resort & Spa, 400 Avenue of the Champions, Palm Beach Gardens, Florida, and all adjournments thereof. Shares represented by proxies properly executed and returned, unless previously revoked, will be voted at the Special Meeting in accordance with the instructions thereon. If a proxy is signed and returned without indicating any voting instructions, the shares represented by the proxy will be voted FOR the proposals listed on the Notice of Special Meeting and this Proxy Statement. If any other matters should be presented at the Special Meeting upon which a vote may properly be taken, the shares represented by proxies at the meeting will be voted thereon in the discretion of the person or persons voting such proxies. The Company knows of no specific matter to be brought before the Special Meeting that is not referred to in the Notice of Special Meeting and this Proxy Statement. Holders of shares of the Company's Series A Common Stock and the Series B Common Stock of record as of the close of business on May 10, 1996, the record date fixed by the Board of Directors, are entitled to notice of the Special Meeting, at which such holders will be entitled to one vote for each share of Common Stock standing in their name on the books of the Company. The holders of the Series A Common Stock and Series B Common Stock of record as of the close of business on May 10, 1996 will be entitled to vote on the following matters, with each series voting separately: (1) to approve a proposal to amend Article III of the Company's Articles of Incorporation to increase the number of authorized shares of the Company's Common Stock from 20,000,000 shares, par value $.10 per share, to 50,000,000 shares, par value $.10 per share, with 3,858,885 shares designated as Series A Common Stock and 46,141,115 shares designated as Series B Common Stock; (2) to approve a proposal to amend Article III of the Company's Articles of Incorporation to confirm that one class or series of the Company's capital stock may be issued (by action of the Board of Directors without the necessity of further shareholder action) through a share dividend or a stock split on shares of another class or series of the Company's capital stock; 4 (3) to approve a proposal to ratify, confirm and approve prior issuances by the Company of shares of one series of the Company's Common Stock to holders of another series of the Company's Common Stock, through a share dividend, a stock split, or otherwise; and (4) to act upon such other matters incidental to the conduct of the Special Meeting as may properly come before the Special Meeting or any adjournments thereof. On May 10, 1996, 3,858,885 shares of Series A Common Stock and 8,317,262 shares of Series B Common Stock were issued and outstanding. The presence, in person or by proxy, of a majority of the outstanding shares of each of the Series A Common Stock and the Series B Common Stock shall constitute a quorum for the transaction of business at the Special Meeting. The affirmative vote of the holders of a majority of each of the Series A Common Stock and the Series B Common Stock, each voting separately as a series, represented in person or by proxy and entitled to vote at the Special Meeting, is necessary for the approval of the proposals specifically set forth in the Notice of a Special Meeting and this Proxy Statement and, except as otherwise required by law or by the Company's Articles of Incorporation, to transact such other business incidental to the conduct of the Special Meeting as may properly come before the Special Meeting or any adjournments thereof. In the event of an abstention or a broker non-vote with respect to any proposal coming before the Special Meeting, the proxy will be counted as present for purposes of determining the existence of a quorum but will not be deemed as present and entitled to vote and, therefore, will have the same effect as a vote against the proposal. For your information, George R. Wackenhut, the Chairman of the Board and the Chief Executive Officer of the Company, who beneficially owns more than 50% of the issued and outstanding shares of Series A Common Stock and approximately 49.4% of the issued and outstanding Series B Common Stock, has indicated that he intends to vote FOR each of the proposals referenced above. As a result, approval of the proposals by the holders of the Series A Common Stock is assured and approval of the proposals by the holders of the Series B Common Stock will occur if the holders of approximately 53,500 additional shares of Series B Common Stock vote in favor of each of the proposals. Any person giving a proxy has the power to revoke it, at any time before it is voted, by written notice to the Company or attending the meeting and voting the shares. The cost of the preparation, assembly and mailing of this Proxy Statement will be borne by the Company. This Proxy Statement and the accompanying form of proxy are first being mailed on or about May 13, 1996 to holders of Series A Common Stock and Series B Common Stock of record as of the close of business on May 10, 1996. 2 5 SECURITY OWNERSHIP The following table shows the number of shares of the Company's Series A Common Stock and Series B Common Stock that were beneficially owned as of May 2, 1996 by each director, by each named executive officer, by all directors and executive officers as a group, and by each person or group who was known by the Company to beneficially own more than 5% of the Company's outstanding Series A Common Stock or Series B Common Stock.
COMMON STOCK --------------------------------------------------------- SERIES A SERIES B --------------------------- --------------------------- AMOUNT AND NATURE PERCENT AMOUNT AND NATURE PERCENT OF BENEFICIAL OF OF BENEFICIAL OF BENEFICIAL OWNER(1) OWNERSHIP(2) CLASS OWNERSHIP(2) CLASS - ----------------------------------------------------------------------------------------------------- DIRECTORS Julius W. Becton, Jr...................... -- -- 4,656 (*) Richard G. Capen, Jr...................... -- -- 4,812(3) (*) Anne N. Foreman........................... 200 * 4,862 (*) Edward L. Hennessy, Jr.................... 200 * 4,862 (*) Paul X. Kelley............................ 1,000(3) * 6,937(3) (*) Nancy Clark Reynolds...................... 1,400 * 5,912 (*) Thomas P. Stafford........................ 300 * 4,887 (*) George R. Wackenhut....................... 1,929,606(4) 50.00% 4,182,571(4)(6) 46.2% Richard R. Wackenhut...................... 65(5) * 71,457(5)(6) (*) EXECUTIVE OFFICERS Alan B. Bernstein......................... 500 * 55,465(6) (*) Timothy P. Cole........................... 500 * 55,428(6) (*) George C. Zoley(7)........................ -- * 20,000(6) (*) ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP................................... 1,933,771 50.11% 4,421,849 48.9% OTHER Wellington Management Company(8).......... 258,400 6.70%
- --------------- (*) Beneficially owns less than 1%. (1) Unless stated otherwise, the address of the beneficial owners is 4200 Wackenhut Drive #100, Palm Beach Gardens, Florida. (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. Except as otherwise indicated below, each person named in the table has sole voting and investment power with respect to the shares beneficially owned. Each person reported as the beneficial owner of stock owned of record by, or in joint tenancy with, another person, has only shared voting and investment power over the stock. (3) All shares held jointly with his wife. (4) George R. Wackenhut and Ruth J. Wackenhut, his wife and Secretary of the Company, through trusts over which they have sole dispositive and voting power, control 50.004% of the issued and outstanding Series A Common Stock of the Company and approximately 49.4% of the issued and outstanding shares of Series B Common Stock. 3 6 (5) Includes 65 shares of Series A Common Stock and 137 shares of Series B Common Stock held in trust for his daughter, Jennifer A. Wackenhut, under the Florida Gifts to Minors Act and the balance held in his own name. (6) Includes shares of Series B Common Stock over which the Executive Officers have unexercised options. Of the issued and outstanding shares of Series B Common Stock, George R. Wackenhut beneficially owns approximately 49.4%. (7) George C. Zoley is not an executive officer of the Company, but is the President and Chief Executive Officer of Wackenhut Corrections Corporation, a majority-owned subsidiary of the Company. (8) The address of Wellington Management Company is 75 State Street, Boston, Massachusetts 02109. DESCRIPTION OF CAPITAL STOCK The Company's authorized capital currently consists of 20,000,000 shares of Common Stock, of which 3,858,885 shares are authorized to be issued as Series A Common Stock and 16,141,115 shares are authorized to be issued as Series B Common Stock, and 10,000,000 shares of Preferred Stock. The Series A Common Stock and the Series B Common Stock are identical in all respects, provided that the Series B Common Stock has no right to vote except as may be afforded by applicable law. On May 10, 1996, 3,858,885 shares of Series A Common Stock and 8,317,262 shares of Series B Common Stock were issued and outstanding. None of the Preferred Stock is outstanding. The following descriptions of the Common Stock and the Preferred Stock are based on the Company's Articles of Incorporation and Bylaws, as amended, and applicable Florida law. COMMON STOCK Each holder of Series A Common Stock is entitled to one vote for each share held of record on all matters presented to shareholders, including the election of directors, while each share of Series B Common Stock has no voting rights except as may be afforded by applicable law. Other than the difference in voting rights, the Series A Common Stock and Series B Common Stock are identical. In the event of a liquidation, dissolution or winding up of the Company, the holders of the Common Stock are entitled to share equally and ratably in the assets of the Company, if any, remaining after paying all debts and liabilities of the Company and the liquidation preferences of any outstanding Preferred Stock. The Common Stock has no preemptive rights or cumulative voting rights and no redemption, sinking fund or conversion provisions. Holders of the Common Stock are entitled to receive dividends if and when declared by the Board of Directors out of funds legally available therefor, subject to the dividend and liquidation rights of any Preferred Stock that may be issued and outstanding and subject to any dividend restrictions in the Company's credit facilities. No dividend or other distribution (including redemptions or repurchases of shares of capital stock) may be made if, after giving effect to such distribution, the Company would not be able to pay its debts as they become due in the usual course of business, or if the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed at the time of a liquidation to satisfy the preferential rights of any holders of Preferred Stock. 4 7 The transfer agent and registrar for the Series A Common Stock and the Series B Common Stock is Chemical Mellon Shareholder Services Group, Inc. PREFERRED STOCK The Board of Directors of the Company is authorized, without further shareholder action, to divide any or all shares of the authorized Preferred Stock into series and fix and determine the designations, preferences and relative rights and qualifications, limitations or restrictions thereon of any series so established, including voting powers, dividend rights, liquidation preferences, redemption rights and conversion privileges. As of the date of this Proxy Statement, the Board of Directors has not authorized any series of Preferred Stock, and there are no plans, agreements or understandings for the authorization or issuance of any shares of Preferred Stock. The issuance of Preferred Stock with voting rights or conversion rights may adversely affect the voting power of the Common Stock, including the loss of voting control to others. The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change of control of the Company. CERTAIN PROVISIONS OF FLORIDA LAW Florida corporations are subject to several anti-takeover provisions that apply to public companies, unless such corporation has elected to opt out of those provisions in its articles of incorporation or bylaws. Florida corporations are generally subject to the "affiliated transactions" and "control-share acquisition" provisions of the Florida Business Corporation Act. The Company has elected to opt out of the "control-share acquisition" statute, but remains subject to the "affiliated transaction" statute. The "affiliated transaction" statute requires that, subject to certain exceptions, an "affiliated transaction" be approved by the holders of two-thirds of the voting shares other than those beneficially owned by an "interested shareholder" or by a majority of disinterested directors. In addition, Florida law limits the personal liability of a corporate director for monetary damages, except where the director (i) breaches a fiduciary duty and (ii) such breach constitutes or includes a violation of criminal law, a transaction from which the directors derived an improper personal benefit, an unlawful distribution or any other reckless, wanton or willful act or misconduct. INDEMNIFICATION AND LIMITED LIABILITY Pursuant to the Company's Articles of Incorporation and Bylaws, and indemnification agreements between the Company and each of its directors and officers, the Company is obligated to indemnify each of its directors and officers to the fullest extent permitted by law with respect to all liability and loss suffered, and reasonable expense incurred, by such person in any action, suit or proceeding in which such person was or is made or threatened to be made a party or is otherwise involved by reason of the fact that such person is or was a director or officer of the Company. The Company may be obligated to advance the reasonable expenses of indemnified directors or officers in defending such proceedings if the indemnified party agrees to repay all amounts advanced should it be ultimately determined that such person is not entitled to indemnification. The Company maintains an insurance policy covering directors and officers under which the insurer agrees to pay, subject to certain exclusions, for any claim made against the directors and officers of the Company for a wrongful act for which they may become legally obligated to pay or for which the Company is required to indemnify its directors or officers. 5 8 PROPOSAL ONE APPROVAL OF PROPOSAL TO AMEND ARTICLE III OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK FROM 20,000,000 SHARES, PAR VALUE $.10 PER SHARE, TO 50,000,000 SHARES, PAR VALUE $.10 PER SHARE, WITH 3,858,885 SHARES DESIGNATED AS SERIES A COMMON STOCK AND 46,141,115 SHARES DESIGNATED AS SERIES B COMMON STOCK. The Company's authorized capital currently consists of 20,000,000 shares of Common Stock, par value $0.10 per share, of which 3,858,885 shares are designated to be issuable as Series A Common Stock and 16,141,115 shares are designated to be issuable as Series B Common Stock, and 10,000,000 shares of Preferred Stock. The Series A Common Stock and the Series B Common Stock are identical in all respects except that the Series B Common Stock has no right to vote except as may be afforded by applicable law. On April 30, 1996, the Board of Directors unanimously adopted a resolution approving and recommending to the Company's shareholders an amendment to the Company's Articles of Incorporation increasing the number of authorized shares of the Company's Common Stock from 20,000,000 shares, par value $.10 per share, to 50,000,000 shares, par value $.10 per share, with 3,858,885 shares designated as Series A Common Stock and 46,141,115 shares designated as Series B Common Stock. The text of the proposed amendment is attached hereto as Attachment I. The Board of Directors directed that the proposed amendment be submitted to a vote of the holders of the Series A Common Stock and the Series B Common Stock at the Special Meeting, with each series voting separately. If the holders of the Series A Common Stock and the Series B Common Stock approve the amendment, with each series voting separately, the Company's Articles of Incorporation will be amended as proposed by the Board of Directors and the number of authorized shares of Common Stock will be increased from 20,000,000 to 50,000,000 shares. These authorized shares may be issued from time to time in the future by the Board of Directors without further shareholder action. The Board of Directors believes that such amendment is in the best interests of the Company and its shareholders. Although presently authorized shares of Common Stock are sufficient to meet all known present requirements, the Company believes it advisable to have available such shares for possible issuance in connection with, but not limited to the following: the raising of additional working capital, a public offering or private placement, the issuance of Common Stock through a stock dividend or a stock split, the acquisition of related businesses or assets, or the implementation of an employee benefit plan. The Company has filed a registration statement with the Securities and Exchange Commission in connection with the planned sale by the Company of up to 2,600,000 shares of Series B Common Stock. Other than this proposed offering, the Company has no current plan or intention to sell any additional shares of Common Stock. George R. Wackenhut, the Chairman of the Board and the Chief Executive Officer of the Company, who beneficially owns more than 50% of the issued and outstanding shares of Series A Common Stock and approximately 49.4% of the issued and outstanding shares of Series B Common Stock, has indicated that he intends to vote FOR this proposal. As a result, approval of this proposal by the holders of Series A Common Stock is assured and approval of this proposal by the holders of Series B Common Stock will occur if holders of approximately 53,500 additional shares of Series B Common Stock vote in favor of this proposal. 6 9 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT TO ARTICLE III OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK FROM 20,000,000 SHARES, PAR VALUE $.10 PER SHARE, TO 50,000,000 SHARES, PAR VALUE $.10 PER SHARE, WITH 3,858,885 SHARES DESIGNATED AS SERIES A COMMON STOCK AND 46,141,115 SHARES DESIGNATED AS SERIES B COMMON STOCK. PROPOSAL TWO APPROVAL OF PROPOSAL TO AMEND ARTICLE III OF THE COMPANY'S ARTICLES OF INCORPORATION TO CONFIRM THAT ONE CLASS OR SERIES OF THE COMPANY'S CAPITAL STOCK MAY BE ISSUED (BY ACTION OF THE BOARD OF DIRECTORS WITHOUT THE NECESSITY OF FURTHER SHAREHOLDER ACTION) THROUGH A SHARE DIVIDEND OR A STOCK SPLIT ON SHARES OF ANOTHER CLASS OR SERIES OF THE COMPANY'S CAPITAL STOCK. On April 30, 1996, the Board of Directors unanimously adopted a resolution approving and recommending to the Company's shareholders an amendment to the Company's Articles of Incorporation to confirm that shares of one class or series of the Company's capital stock may be issued through a share dividend or a stock split on another class or series of the Company's capital stock. The text of the proposed amendment is attached hereto as Attachment I. The Board of Directors directed that the proposed amendment be submitted to a vote of holders of the Series A Common Stock and the Series B Common Stock at the Special Meeting, with each series voting separately. If the holders of the Series A Common Stock and the Series B Common Stock approve the amendment, with each series voting separately, the Company's Articles of Incorporation will be amended as proposed by the Board of Directors. The Company has in the past issued shares of Series B Common Stock through a share dividend or a stock split on shares of Series A Common Stock and Series B Common Stock. The Board of Directors believes that it is in the best interests of the Company to confirm that the Company may (through Board of Directors action without further shareholder action) issue shares of one class or series of the Company's capital stock through a share dividend or a stock split on shares of another class or series of the Company's capital stock. George R. Wackenhut, the Chairman of the Board and the Chief Executive Officer of the Company, who beneficially owns more than 50% of the issued and outstanding Series A Common Stock and approximately 49.4% of the issued and outstanding Series B Common Stock, has indicated that he intends to vote FOR this proposal. As a result, approval of this proposal by the holders of Series A Common Stock is assured and approval of this proposal by the holders of Series B Common Stock will occur if holders of approximately 53,500 additional shares of Series B Common Stock vote in favor of this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CONFIRM THAT ONE CLASS OR SERIES OF THE COMPANY'S CAPITAL STOCK MAY BE ISSUED (BY ACTION OF THE BOARD OF DIRECTORS WITHOUT THE NECESSITY OF FURTHER SHAREHOLDER ACTION) THROUGH A SHARE DIVIDEND OR A STOCK SPLIT ON SHARES OF ANOTHER CLASS OR SERIES OF THE COMPANY'S CAPITAL STOCK. 7 10 PROPOSAL THREE APPROVAL OF PROPOSAL TO RATIFY, CONFIRM AND APPROVE PRIOR ISSUANCES BY THE COMPANY OF SHARES OF ONE SERIES OF THE COMPANY'S COMMON STOCK TO HOLDERS OF ANOTHER SERIES OF THE COMPANY'S COMMON STOCK, THROUGH A SHARE DIVIDEND, A STOCK SPLIT, OR OTHERWISE. On April 30, 1996, the Board of Directors unanimously adopted a resolution approving and recommending to the Company's shareholders that they ratify, confirm and approve the issuance by the Company of shares of one series of the Company's Common Stock through share dividends or stock splits on shares of another series of the Company's Common Stock, or otherwise. The Board of Directors directed that the proposed ratification be submitted to a vote of holders of the Series A Common Stock and the Series B Common Stock at the Special Meeting, with each series voting separately. The Board of Directors believes that it is in the best interests of the Company to obtain shareholder ratification, confirmation and approval of prior issuances by the Company of shares of one series of the Company's Common Stock to holders of another series of the Company's Common Stock, through a share dividend, a stock split, or otherwise. George R. Wackenhut, the Company's Chairman of the Board and Chief Executive Officer, who beneficially owns more than 50% of the Series A Common Stock and approximately 49.4% of the issued and outstanding Series B Common Stock, has indicated his intention to vote FOR the proposed amendment. As a result, approval of this proposal by the holders of Series A Common Stock is assured and approval of this proposal by the Series B Common Stock will occur if holders of approximately 53,500 additional shares of Series B Common Stock vote in favor of this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSAL TO RATIFY, CONFIRM AND APPROVE PRIOR ISSUANCES BY THE COMPANY OF SHARES OF ONE SERIES OF THE COMPANY'S COMMON STOCK TO HOLDERS OF ANOTHER SERIES OF THE COMPANY'S COMMON STOCK, THROUGH A SHARE DIVIDEND, A STOCK SPLIT, OR OTHERWISE. 8 11 NO DISSENTERS' RIGHTS OF APPRAISAL Under Florida law, the holders of shares of the Series A Common Stock and the Series B Common Stock are not entitled to any appraisal rights in connection with the three corporate actions described in this Proxy Statement. SHAREHOLDER PROPOSAL DEADLINE Shareholder proposals intended to be presented at the April 29, 1997 Annual Meeting of Shareholders must be received by the Company for inclusion in the Company's proxy statement and form of proxy relating to that meeting by December 31, 1996. By order of the Board of Directors, James P. Rowan Vice President, General Counsel and Assistant Secretary May 13, 1996 9 12 ATTACHMENT I FORM OF AMENDED ARTICLE III TO ARTICLES OF INCORPORATION The maximum number of shares of stock that the Corporation shall be authorized to issue shall be 60,000,000 shares which are to be divided into two classes as follows: 50,000,000 shares of Common Stock, par value $0.10 per share, of which 3,858,885 shares are designated as Series A Common Stock, par value $0.10 per share, and 46,141,115 shares are designated as Series B Common Stock, par value $0.10 per share; and 10,000,000 shares of Preferred Stock. The Series A Common Stock and the Series B Common Stock may be issued from time to time as determined by the Board of Directors of the Corporation. The Series A Common Stock and the Series B Common Stock shall be identical in all respects except that the Series B Common Stock shall have no right to vote. The Preferred Stock may be created and issued from time to time in one or more series with such designations, preferences, limitations, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as determined by the Board of Directors of the Corporation and set forth in the resolution or resolutions providing for the creation and issuance of the stock in such series. Shares of one class or series of the Company's capital stock may be issued through a stock dividend or stock split on shares of another class or series of the Company's capital stock. 13 APPENDIX A THE WACKENHUT 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 Richard R. Wackenhut as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of Series A Common Stock and Series B Common Stock of The Wackenhut Corporation held of record by the undersigned on May 10, 1996, at the Special Meeting of Shareholders to be held at the PGA National Resort & Spa, 400 Avenue of the Champions, Palm Beach Gardens, Florida, at 10:30 A.M., May 23, 1996, or at any adjournments 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 AND 3. ON ANY OTHER MATTERS INCIDENTAL TO THE CONDUCT OF THE MEETING 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.) THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4. 1. Proposal to amend Article III of the Company's Articles of Incorporation to increase the number of authorized shares of the Company's Common Stock from 20,000,000 shares, par value $.10 per share, to 50,000,000 shares, par value $.10 per share, with 3,858,885 shares designated as Series A Common Stock and 46,141,115 shares designated as Series B Common Stock. / / FOR / / AGAINST / / ABSTAIN 2. Proposal to amend Article III of the Company's Articles of Incorporation to confirm that one class or series of the Company's capital stock may be issued (by action of the Board of Directors without the necessity of further shareholder action) through a share dividend or a stock split on shares of another class or series of the Company's capital stock. / / FOR / / AGAINST / / ABSTAIN 3. Proposal to ratify, confirm and approve prior issuances by the Company of shares of one series of the Company's Common Stock to holders of another series of the Company's Common Stock, through a share dividend, a stock split, or otherwise. / / FOR / / AGAINST / / ABSTAIN 4. In their discretion, the Proxies are authorized to act upon such other matters incidential to the conduct of the Special Meeting as may properly come before the Special Meeting or any adjournments thereof. 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: , 1996 Signature Signature if held jointly PLEASE SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ADDRESSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----