GREENBRIAR CORPORATION
1755 Wittington Place, Suite 340
Dallas, Texas 75234
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held October 20, 2004
Notice is hereby given that the Annual Meeting of stockholders (the "Annual
Meeting") of Greenbriar Corporation (the "Company"), a Nevada corporation, will
be held at 10:00 AM, local time on October 20, 2004 at One Hickory Centre, 1800
Valley View Lane, Second Floor, Dallas, TX 75234, to consider and vote upon the
following matters:
1) Election of five directors to hold office in accordance with the
Articles of Incorporation and Bylaws of the Company, and the
transaction of such other business that may properly come before the
meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on September 13, 2004 can
vote at the meeting. The forgoing items of business are more fully described in
the Proxy Statement accompanying this notice. A copy of our Annual Report on
Form 10-K for 2003 accompanies this Proxy Statement.
Even if you plan to attend the meeting, you are still requested to sign, date
and return the accompanying proxy in the enclosed addressed envelope. If you
attend, you may vote in person if you wish, even though you have sent your
proxy.
By Order of the Board of Directors
/s/ Oscar Smith
Oscar Smith, Secretary
September 13, 2004
GREENBRIAR CORPORATION
1755 Wittington Place, Suite 340
Dallas, Texas 75234
(972)407-8400
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held October 20, 2004
The Company is sending this proxy statement and the accompanying proxy card to
the holders of common stock and Series B preferred stock, of the Company, in
connection with a solicitation of proxies by the board of directors of the
Company from the stockholders for use at the annual meeting of stockholders of
the Company. We are mailing this proxy statement and the enclosed form of proxy
beginning on or about September 13, 2004.
VOTING AND PROXY INFORMATION
Who May Vote
Holders of record of common stock and Series B preferred stock at the close of
business on September 13, 2004 are entitled to receive notice of and to vote at
the annual meeting. At the close of business on the record date there were
outstanding 977,004 shares of common stock and 615 shares of Series B preferred
Stock, the only outstanding securities of the Company entitled to vote at the
annual meeting. The common stock is held by approximately 500 stockholders of
record and the preferred stock is closely held.
Required Votes
Each stockholder is entitled to one vote per share on all matters properly
brought before the stockholders at the annual meeting. Such votes may be cast in
person or by proxy. Under the rules of the American Stock Exchange, brokers
holding shares for customers have authority to vote on certain matters when they
have not received instructions from the beneficial owners and do not have such
authority as to certain other matters. The Exchange rules allow member firms of
the Exchange to vote on the Proposal without specific instructions from
beneficial owners.
The directors will be elected by a plurality of the votes cast in person or by
proxy. Therefore, a stockholder's only option in the election of directors is to
vote for the nominees or to withhold authority of the proxy to vote for the
nominees.
How to Vote
Votes may be cast in person at the annual meeting or by proxy using the enclosed
proxy card. A facsimile of the proxy will be accepted. All shares of common
stock and preferred stock that are represented at the annual meeting by properly
executed proxies received by the Company prior to or at the annual meeting and
not revoked will be voted at the annual meeting in accordance with the
instructions indicated in their proxies. Unless instructions to the contrary are
specified in the proxy, each such proxy will be voted FOR the election as a
director of the nominees listed herein.
Proxies Can Be Revoked
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by filing with
the Secretary of the Company, before the vote is taken at the annual meeting, a
written notice of revocation bearing a date later than the date of the proxy,
duly executing and delivering a subsequent proxy relating to the same shares or
attending the annual meeting and voting in person (although attendance at the
annual meeting will not in and of itself constitute a revocation of a proxy).
Any written notice of revocation should be sent to: Corporate Secretary,
Greenbriar Corporation, 1755 Wittington Place, Suite 340, Dallas, Texas 75234.
1
Expenses of Solicitation
The Company will bear the expense of this solicitation, including the reasonable
costs incurred by custodians, nominees, fiduciaries and other agents in
forwarding the proxy material to you. The Company will also reimburse brokerage
firms and other custodians and nominees for their expenses in distributing proxy
material to you. In addition to the solicitation made by this proxy statement,
certain directors, officers and employees of the Company may solicit proxies by
telephone and personal contact.
ELECTION OF DIRECTORS
Nominees
At the annual meeting, five directors will be elected to hold office until the
2005 annual meeting of stockholders. The Company's bylaws, as amended, provide
that directors are elected annually and that the number of directors
constituting the board of directors will from time to time be fixed and
determined by a vote of a majority of the Company's directors serving at the
time of such vote. The board of directors is now comprised of five members.
It is intended that the accompanying proxy, unless contrary instructions are set
forth therein, will be voted for the election of the nominees for election as
directors as set forth in the following table. If the nominees become
unavailable for election to the board of directors, the persons named in the
proxy may act with discretionary authority to vote the proxy for such other
persons as may be designated by the board of directors. However, the board is
not aware of any circumstances likely to render the nominees unavailable for
election. The withholding of authority or abstention will have no effect upon
the election of directors by holders of common stock and Series B preferred
stock because under Nevada law directors are elected by a plurality of the votes
cast, assuming a quorum is present. The presence of a majority of the
outstanding shares of common stock and Series B preferred stock, voting as one
class, will constitute a quorum. The shares held by each holder of common stock
and Series B preferred stock who signs and returns the enclosed form of proxy
will be counted for purposes of determining the presence of a quorum at the
meeting.
The following table sets forth certain information with respect to the persons
who will be the nominees for election at the annual meeting and the other
incumbent directors and executive officers of the Company. Included within the
information below is information concerning the business experience of each such
person during the past five years. The number of shares of common stock
beneficially owned by each of the directors who own stock as of November 3, 2003
is set forth below in "Securities Ownership of Certain Beneficial Owners."
Nominees and Business Experience
Being elected at the Annual Meeting to Term to expire in 2005
-------------------------------------------------------------
Roz Campisi Beadle Ms. Beadle has been a Director of the Company since
Age 47 December 2003. She is Executive Vice President of
Unified Housing Foundation and a licensed realtor.
She has a background in public relations and
marketing. Ms. Beadle is also extremely active in
various civic and community services and is currently
working with the Congressional Medal of Honor Society
and on the Medal of Honor Host City Committee
(Gainesville, Texas, USA).
Gene S. Bertcher Mr. Bertcher became President and Chief Executive
Age 55 Officer of the Company in January 2003. He has been
Executive Vice President, Chief Financial Officer and
Treasurer of the Company since November 1989 and was
a director from November 1989 until September 1996.
He was re-elected to the Board in 2000. Mr. Bertcher
is a certified public accountant
James E. Huffstickler Mr. Huffstickler has been a Director of the Company
Age 62 since December 2003. He is Chief Financial Officer of
Sunchase America, Ltd., a multi-state property
management Company. He is a graduate of the
University of South Carolina and has worked for
Southmark Management, Inc., a nationwide real estate
management Company. Mr. Huffstickler is a certified
public accountant.
2
Dan Locklear Mr. Locklear has been a Director of the Company since
Age 51 December 2003. He is Chief Financial Officer of
Sunridge Management Group, a real estate management
Company. Mr. Locklear has worked for Johnstown
Management Company, Inc. and Trammel Crow Company.
Mr. Locklear is a certified public accountant and a
licensed real estate broker in the State of Texas.
Victor L. Lund Mr. Lund has been a director of the Company since
Age 76 1996. He founded Wedgwood Retirement Inns, Inc.
("Wedgwood") in 1977. Wedgwood became a wholly owned
subsidiary of the Company on March 31, 1996. For most
of Wedgwood's existence, Mr. Lund was Chairman of the
Board, President and Chief Executive Officer,
positions he held until Wedgwood was acquired by the
Company. Mr. Lund is President and Chief Executive
Officer of Wedgwood Services, Inc., a construction
services company not affiliated with the Company.
3
STOCK OWNERSHIP
The following table sets forth as of September 13, 2004 certain information with
respect to all stockholders known by the Company to own beneficially more than
5% of the outstanding common stock (which is the only outstanding class of
securities of the Company, except for Series B preferred stock, the ownership of
which is immaterial), as well as information with respect to the Company's
common stock owned beneficially by each director, director nominee, and current
executive officer whose compensation from the Company in 2004 exceeded $100,000,
and by all directors and executive officers as a group. Unless otherwise
indicated, each of these stockholders has sole voting and investment power with
respect to the shares beneficially owned.
Common Stock
----------------------------------
Name and Address Number Percent
of Beneficial Owner of of
Shares Class
--------------------------------------------------------------------------------
Victor L. Lund(1) 108,994 11.2%
816 NE 87th Avenue
Vancouver WA 98664
Gene S. Bertcher(2) 71,811 7.4%
1755 Wittington Place, Suite 340
Dallas TX 75254
Roz Campisi Beadle
4103 Brook Tree Lane 100 <1.0%
Dallas TX 75287
James E. Huffstickler
1700 Abbey Place, Suite 111 - -
Charlotte NC 28209
Dan Locklear
1800 Valley View Lane - -
Suite 140
Dallas TX 75234
JRG Investments, Inc. (3) 156,884 16.1%
1800 Valley View Lane
Suite 300
Dallas TX 75234
Tacco Financial, Inc.(3) 28,796 2.9%
1800 Valley View Lane
Suite 300
Dallas TX 75234
International Health Products, 9,777 1.0%
Inc.(3)
1800 Valley View Lane
Suite 300
Dallas TX 75234
Gainesville Real Estate, LLC (4) 200,130 20.5%
Box 1398
Addison TX 75001
Richard D. Morgan (5) 40,000 3.9%
2482 Hollytree Drive
Dallas TX 75287
All executive officers and 180,905 18.5%
directors as a group(five
persons)
(1) Consists of 108,994 shares of common stock owned by Mr. Lund.
(2) Consists of 71,811 shares of common stock owned by Mr. Bertcher.
4
(3) Based on a Schedule 13D, amended August 18, 2004, filed by each of these
entities and by Gene E. Phillips, each of these entities owns of record the
number of shares set forth for such entity in the table. The Form 13D
indicates that these entities and Mr. Phillips may be deemed a "Person"
within the meaning of Section 13D of the Securities Exchange Act of 1934.
(4) Gainesville Real Estate, LLC ("GRE") is a Nevada Limited Liability
Corporation whose sole member is Warwick Summit Square, Inc., a Texas
corporation ("Warwick"). GRE owns 200,130 shares of the Company's common
stock. Based on the Schedule 13D amended August 18, 2004 discussed in
Footnote (3), TacCo Universal, Inc., a Nevada corporation ("Universal") and
a wholly owned subsidiary of TacCo Financial, Inc. ("TFI"), is the current
owner and holder of a Promissory Note issued May 8, 1998 in the stated
principal amount of $836,000 by Warwick, which Note has been the subject of
three modifications (the "WSSI Note"), with the present stated principal
balance of $1,752,984.04. The WSSI Note is secured, in part, by an
accommodation pledge of all of the issued and outstanding stock of Warwick
to Universal. On November 30, 2003, the Company transferred to Warwick all
of the membership interest in GRE to Warwick. On December 31, 2003, Warwick
acquired from the Company 200,130 shares of Company Common Stock
(approximately 20.48% of the outstanding after giving effect to its
issuance) at a price of $3.96 per share in cash (a total of $792,583),
which was paid by a credit on an obligation of the Company to Warwick in
the amount of $792,583. Immediately after the consummation of the
transaction, on December 31, 2003, Warwick contributed to the capital of
GRE all 200,130 shares. Warwick and GRE filed an original Statement on
Schedule 13D with the Securities and Exchange Commission on January 20,
2004 with respect to such acquisition of 200,130 shares of the Company, to
which reference is hereby made. While the 200,130 shares held by GRE are
not direct collateral for the WSSI Note, if Universal were to foreclose
upon or otherwise acquire the collateral for the WSSI Note, Universal (and
correspondingly TFI) might be deemed to have an ability to affect the
transfer or voting of the 200,130 shares of Company Common Stock owned by
GRE. TFI has no present intention to cause Universal to foreclose upon or
otherwise acquire the collateral for the WSSI Note so long as no default
occurs which is not appropriately remedied.
(5) Richard D. Morgan, President of Warwick, is Vice President of Tara
Management, Inc. ("Tara"). Tara is a consultant to the Company. Mr. Morgan
holds an option to purchase 40,000 shares of the Company's common stock for
$2.60 per share exercisable through December 15, 2008.
EXECUTIVE COMPENSATION
The following tables set forth the compensation paid by the Company for services
rendered during the fiscal years ended December 31, 2003, 2002, and 2001 to the
Chief Executive Officer of the Company and to the other executive officers of
the Company whose total annual salary in 2003 exceeded $100,000, the number of
options granted to any of such persons during 2003 and the value of the
unexercised options held by any of such persons on December 31, 2003.
Summary Compensation Table
Long Term
Compensation-
Number of
Shares of
Name and Annual Common Stock All
Principal Compensation- Underlying Other
Position Year Salary Options Compensation(1)
----------------------------- ---- ------------- ------------- ---------------
Gene S. Bertcher, 2003 $133,000 - $6,500
Chief Executive Officer and 2002 14,000 - 6,500
Chief Financial Officer 2001 155,000 - 8,00
James R. Gilley, former 2002 $12,000 - $5,500
Chairman, President and Chief 2001 386,000 10,000 8,000
Executive Officer
(1) Constitutes directors' fees paid by the Company to the named individuals.
5
Option Grants Table
(Option Grants in Last Fiscal Year)
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year Per Share Date
---- ------- ----------- --------- ----
NONE
Aggregated Option Exercises in Last Fiscal
Year and FY-End Option Values
Value of Unexercised
Number of Securities In-the-Money
Shares Underlying Unexercised Options at 2002
Acquired Value Options at 2002 FY-End FY-End
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ------------------------- -------------------------
- - NONE - - -
Stock Option Plan
The Board of Directors administers the Company's 1997 Stock Option Plan (the
"1997 Plan") and the 2000 Stock Option Plan (the "2000 Plan") each of which
provides for grants of incentive and non-qualified stock options to the
Company's executive officers, as well as its directors and other key employees,
and consultants. Under the two Plans, options are granted to provide incentives
to participants to promote long-term performance of the Company and
specifically, to retain and motivate senior management in achieving a sustained
increase in stockholder value. Currently, neither Plan has a pre-set formula or
criteria for determining the number of options that may be granted. The exercise
price for an option granted is determined by the compensation committee, in an
amount not less than 100 percent of the fair market value of the Company's
common stock on the date of grant. The compensation committee reviews and
evaluates the overall compensation package of the executive officers and
determines the awards based on the overall performance of the Company and the
individual performance of the executive officers. The Company currently has
reserved 50,000 shares of common stock under the 1997 Plan and 50,000 shares of
common stock under the 2000 Plan. As of September 13, 2004 50,000 options have
been issued for the 1997 and 10,000 options have issued for the 2000 Plans.
REPORT OF INDEPENDENT DIRECTORS ON COMPENSATION
The compensation paid to the Company's executive officers is reviewed and
approved annually by the independent members of the board of directors acting as
the Company's Compensation Committee. In addition to approving annual
compensation for the Company's executive officers, the independent directors
approve any incentive awards for executive officers and other key employees, any
stock option grants and additional benefits.
6
The Company's compensation philosophy is to attract, retain and reward
executives who have shown they are capable of leading the Company in achieving
its business objectives and performance goals. These objectives include
preserving and increasing the Company's asset value; positioning the Company's
operations in geographic markets offering long term, profitable growth
opportunities; preserving and enhancing shareholder value and keeping the
Company competitive in its marketing and operations. The accomplishment of these
objectives is measured against conditions prevalent in the assisted living
industry. In recent years the industry has grown to be a highly competitive
industry for residents, real estate and services in a rapidly changing regional
and national environment.
The board of directors determined that the primary forms of executive
compensation should be the incentive system discussed above. The Company's
performance is a key consideration (to the extent that such performance can be
fairly attributed or related to an executive's performance) and each executive's
responsibilities and capabilities are key considerations. The independent
directors strive to keep executive compensation competitive for comparable
positions in other corporations where possible. In addition, the Compensation
Committee believes in equity compensation wherein executives will be
additionally rewarded based on increasing the Company's shareholder value. Base
salaries are predicated on a number of factors, including:
o recommendation of the Chief Executive Officer;
o knowledge of similarly situated executives at other companies;
o the executive's position and responsibilities within the Company;
o the board of directors' subjective evaluation of the executive's
contribution to the Company's performance;
o the executive's experience and
o the term of the executive's tenure with the Company.
Chief Executive Officer Compensation
The board of directors reviewed the compensation of the Chief Executive Officer
in connection with the amendment to his Employment Agreement described above.
The board approved the compensation plan set forth in that agreement as the best
means to accomplish the Company's objectives. The board does not formally link
the Chief Executive Officer's compensation to the performance of the Company.
Independent Directors
Roz Campisi Beadle
James Huffstickler
Dan Locklear
Victor L. Lund
7
AUDIT COMMITTEE REPORT
The Audit Committee's duties and "charter," adopted by the board of directors on
December 9, 1991are to make recommendations for the accounting firm to serve as
the Company's independent auditors, consult with the Company's independent
auditors with regard to any audit plan adopted by the Company, review the
Company's financial statements with the management and the independent auditors
prior to publication, determine that no restrictions are placed by management on
the scope of implementation of the independent auditors' function and performing
such other functions as shall be appropriate to the effective discharge of all
such duties and responsibilities.
In accordance with the charter of the Audit Committee, all of the members of the
Audit Committee are independent pursuant to the American Stock Exchange listing
standards and are financially literate and at least one member of the Audit
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 Audit Committee
reviewed with the Company the audited financial statements and the footnotes
thereto in the Annual Report on Form 10-K and discussed with the Company the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements. The Audit Committee reviewed and discussed with the
outside auditor its judgments as to the quality, not just the acceptability of
the Company's accounting principles and such other matters as are required to be
discussed by the Audit Committee with the Company's outside auditor under
generally accepted auditing standards. The Audit Committee discussed with the
outside auditor the outside auditor's independence required by the Independence
Standards Board to be made by the outside auditor to the Company. In reliance on
the reviews and discussions referred to above, the Audit Committee recommended
to the Board that the audited financial statements be included in the Annual
Report on Form 10-K, as filed with the Securities and Exchange Commission.
FINANCIAL INFORMATION
Financial Statement
The consolidated financial statements and auditor's report, the management
discussion and analysis of financial condition and results of operations,
information concerning the quarterly financial data for the fiscal year ended
December 31, 2003 and other information are included in the Company's Form 10-K
which accompanies this proxy statement.
Independent Auditors
The board, in accordance with the recommendation of its Audit Committee, chose
the firm of Farmer, Fuqua & Huff, P.C. ("FF&H") as independent auditors for the
Company on February 9, 2004. FF&H conducted the 2003 annual audit at a cost to
the Company of$30,000.
Representatives of FF&H are expected to be present and to be available to
respond to appropriate questions at the annual meeting. They have the
opportunity to make a statement if they desire to do so; they have indicated
that, as of this date, they do not.
Prior to engaging FF&H the Company's auditor was Grant Thornton & Company
("Grant Thornton"). The review of the interim financial statements during 2003
and audits prior to 2003 were conducted by Grant Thornton. The audit fee for the
2002 audit was $50,000.
Audit Fees
The following table sets forth the aggregate fees for professional services
rendered to the Company for the years 2003 and 2002 by the Company's principal
accounting firm for the period, Grant Thornton.
Type of Fees 2003 2002
Audit & Accounting Fees 98,600 93,300
Tax Fees 37,700 59,000
---------- ----------
Total Fees 136,300 152,300
8
The Audit Committee recommends to the Board of Directors and the Board approves
the appointment of the Company's independent auditor for all necessary
independent audit and accounting needs for each year.
Financial Information Systems Design and Implementation Fees
Neither FF&H nor Grant Thornton rendered any professional services to the
Company in 2003 or 2002 with respect to financial information systems design and
implementation.
The Audit Committee considers that the services rendered by FF&H are compatible
with maintaining FF&H's independence in conducting the Company's audit.
Audit Committee
Dan Locklear
Jim Huffstickler
Victor Lund
9
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a $100 investment in
the Company's common stock on December 31, 1999 through December 31, 2003, based
on the Company's closing stock price on December 31, for each of those years.
The same information is provided for the Standard & Poor's 500 index and, from
1999 through 2003 for an industry peer group1.
[GRAPHIC OMITTED]
_________________________
1 The Company considers its peer group to be public companies whose business
is primarily in the retirement and/or assisted living industry. Those
companies are American Retirement Corporation, ARV Assisted Living, Inc.,
Assisted Living Concepts, Inc., Emeritus Corporation and Sunrise Assisted
Living, Inc.
10
Certain Relationships and Related Transactions
The following paragraphs describe certain transactions between the Company and
any stockholder beneficially owning more than 5% of the outstanding Common Stock
of the Company, the executive officers and directors of the Company, director
nominees and members of the immediate family or affiliates of any of them, which
occurred since the beginning of the 2003 fiscal year.
In March 1996 the Company purchased Wedgwood Retirement Inns, Inc. ("WRI"). The
primary shareholder of WRI was Victor L. Lund who is currently a director and
shareholder of the Company. As part of an indemnification agreement between the
Company and Mr. Lund regarding any legal matters arising from the WRI
properties, the Company settled two legal matters in 2004 for $25,000 and
$229,819 respectively.
Gene S. Bertcher, President and Chief Executive Officer of the Company, was
indebted to the Company for an aggregate of $92,500 for notes issued in payment
for shares of Common Stock. Mr. Bertcher's notes were secured by a pledge of 520
shares of common stock. Interest on the notes accumulate at a rate equal to any
cash or stock dividends declared on the purchased stock and was due in a single
installment for each such note on or before October 1, 2003. On October 1, 2003
the collateral was returned to the Company and the debt was cancelled.
Until October 18, 2001, the Company had an employment agreement with Gene S.
Bertcher, who was then Executive Vice President and Chief Financial Officer. The
agreement, dated January 1, 1997, provided for a two year term that recommenced
each day. The agreement provided for compensation of $180,000 per year and
discretionary bonus.
On October 3, 2001 the Company settled a dispute with a significant preferred
shareholder. As part of the settlement the Company transferred eleven assisted
living communities to that shareholder. While the Company and its senior
executives believe the settlement was very favorable to the Company they also
recognized that, due to the reduced size of the Company, it would be necessary
to reduce expenses.
On October 18, 2001 the employment contract of Mr. Bertcher was amended to
reduce the cash drain to the Company. The original employment contract provided
that any reduction in compensation would trigger a required payment of $360,000
within five days. Mr. Bertcher agreed to accept a note from the Company for the
amounts if paid on a timely basis. These notes were non-interest bearing and
were not due until December 31, 2004. The amended employment contract provided
that Mr. Bertcher would receive a salary of $14,000 per year. The amended
employment contract also provide for incentive compensation for Mr. Bertcher.
The Company had agreed to conduct its future business through the use of limited
partnerships. Mr. Bertcher would receive a partnership interest in each of these
partnerships. Depending on the circumstances Mr. Bertcher would receive a
limited partnership interest of between 4% and 10.5%. The Company had agreed
that during the term of the employment contract, which expired on December 31,
2004, all property acquisitions would be made using a partnership structure.
In 2003 the Board of Directors subsequently decided to return to salary based
compensation for Mr. Bertcher. Mr. Bertcher received a base salary of $130,000
for 2003.
In December 2002 one of the partnerships discussed above owed monies to the
Company who owed $360,000 to Mr. Bertcher. The Company offset $132,500 of it's
obligation to Mr. Bertcher against its receivable from the partnership. In
December 2003 Mr. Bertcher agreed to convert the $227,500 he was still owed into
71,161 newly issued shares of Company Common Stock at the market value of the
stock at the time of issuance.
The Company has a consulting agreement for $180,000 per year with Tara
Management, Inc. whereby Tara will assist the Company in identifying, financing
and closing acquisitions and dispositions of properties and other business
interests. Richard D. Morgan is President of Tara Management, Inc, Mr. Morgan is
also President of Warwick Summit Square, Inc.
The Company leases its 3,465 square feet of office space at a market rate of $24
per square foot from Art Four Hickory Corporation, a wholly owned subsidiary of
TacCo Financial, Inc. TFI is a shareholder in the Company.
It is the policy of the Company that all transactions between the Company and
any officer or director, or any of their affiliates, must be approved by
non-management members of the board of directors of the Company. All of the
transactions described above were so approved.
11
Organization of the Board of Directors
During the year 2003 the board of directors held six meetings.
All board members attended the December 12, 2003 annual meeting.
The board of directors acts as a committee of the whole for purposes of
nominations and executive compensation.
The board of directors has an Audit Committee consisting of three independent
directors.
Any stockholder who wishes to communicate with the board of directors or
recommend a prospective nominee for the board of directors for consideration by
the board for the election in 2005 may write: Corporate Secretary, 1755
Wittington Place, Suite 340, Dallas, Texas 75234, on or before January 1, 2005.
Compensation of Directors
The Company pays each director a fee of $2,500 per year plus a meeting fee of
$1,000 for members of management and $2,000 for non-management directors for
each board meeting attended.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company pursuant
to Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), or upon written representations received by the Company, the
Company is not aware of any failure by any director, officer or beneficial owner
of more than 10% of the Company's common stock to file with the Securities and
Exchange Commission, on a timely basis, any Form 3, 4 or 5 relating to 2003.
ANNUAL REPORT
The annual report to stockholders, including consolidated financial statements,
for the year ended December 31, 2003, accompanies the proxy material being
mailed to all stockholders. The annual report is not a part of the proxy
solicitation material. The annual report is the Company's Form 10-K for 2003,
including the financial statements and schedules, as filed with the Securities
Exchange Commission. A stockholder may also request copies of any exhibit to the
Form 10-K, and the Company will charge a fee to cover expenses to prepare and
send any exhibits. You may request these from: Corporate Secretary, Greenbriar
Corporation, 1755 Wittington Place, Suite 340, Dallas, Texas 75234.
OTHER MATTERS
The board of directors does not intend to bring any other matters before the
annual meeting and has not been informed that any other matters are to be
presented to the annual meeting by others. In the event that other matters
properly come before the annual meeting or any adjournments thereof it is
intended that the persons named in the accompanying proxy and acting thereunder
will vote in accordance with their best judgment.
12
DEADLINE FOR SUBMISSION
OF PROPOSALS TO BE PRESENTED
AT THE 2005 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder who intends to present a proposal at the 2005 annual meeting of
stockholders must file such proposal with the Company by January 1, 2005 for
possible inclusion in the Company's proxy statement and form of proxy relating
to the meeting.
By Order of the Board of Directors
/s/ Oscar Smith
Oscar Smith, Secretary
13
Greenbriar Corporation
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby acknowledges receipt of the notice of annual meeting of
stockholders of Greenbriar Corporation, to be held at One Hickory Centre, 1800
Valley View Lane, Third Floor, Dallas, Texas 75234, on October 20, 2004,
beginning at 10:00 a.m., Dallas Time, and the proxy statement in connection
therewith and appoints Gene S. Bertcher and Oscar Smith, and each of them, the
undersigned's proxies with full power of substitution for and in the name, place
and stead of the undersigned, to vote upon and act with respect to all of the
shares of common stock and Series B preferred stock of the Company standing in
the name of the undersigned, or with respect to which the undersigned is
entitled to vote and act, at the meeting and at any adjournment thereof.
The undersigned directs that the undersigned's proxy be voted as follows:
1. ELECTION OF [ ] FOR All nominees [ ] WITHHOLD AUTHORITY
DIRECTORS listed below (except as marked to vote for the
to the contrary below) nominee listed below
Nominees: Roz Campisi Beadle, Gene S. Bertcher, James E. Huffstickler, Dan
Locklear, Victor L. Lund
(Instruction: To withhold authority to vote any individual nominee, write
that nominee's name on the line provided below.)
____________________________________________________________________________
2. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
This proxy will be voted as specified above. If no specification is made, this
proxy will be voted for the election of the director nominees in item 1 above.
The undersigned hereby revokes any proxy heretofore given to vote or act with
respect to the common stock or Series B preferred stock of the Company and
hereby ratifies and confirms all that the proxies, their substitutes, or any of
them may lawfully do by virtue hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.
Please date, sign and mail this proxy in the enclosed envelope. No postage is
required.
Date _________________________________, 2003
____________________________________________
Signature of Stockholder
____________________________________________
Signature of Stockholder
Please date this proxy and sign your name
exactly as it appears hereon. Where there is
more than one owner, each should sign. When
signing as an attorney, administrator,
executor, guardian or trustee, please add
your title as such. If executed by a
corporation, the proxy should be signed by a
duly authorized officer.