UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WACKENHUT CORRECTIONS CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
929798106
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(CUSIP Number)
Group 4 Falck A/S
Polititorvet, DK-1780 Copenhagen V
Copenhagen, Denmark
Tel: 011-45-7013-4343
Attn: Soren Lundsberg-Nielsen
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 30, 2003
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes)
CUSIP No. 929798106 13D/A Page 2 of 16
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1. NAME OR REPORTING PERSON
GROUP 4 FALCK A/S
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Denmark
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 12,000,000
REPORTING
PERSON
WITH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
12,000,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
/x/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.48%(1)
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14. TYPE OF REPORTING PERSON*
OO
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(1) Based on information provided by the Issuer in the Issuer's Proxy
Statement on Schedule 14A filed on April 4, 2003 that 21,245,620 shares
of Common Stock of the Issuer were issued and outstanding as of March 10,
2003.
CUSIP No. 929798106 13D/A Page 3 of 16
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1. NAME OR REPORTING PERSON
MILESTONE HOLDING ONE, INC.
--------- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
--------- ---------------------------------------------------------------------
3. SEC USE ONLY
--------- ---------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
--------- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 12,000,000
REPORTING
PERSON
WITH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
12,000,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
/x/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.48%(2)
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14. TYPE OF REPORTING PERSON*
CO
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(2) Based on information provided by the Issuer in the Issuer's Proxy
Statement on Schedule 14A filed on April 4, 2003 that 21,245,620 shares
of Common Stock of the Issuer were issued and outstanding as of March 10,
2003.
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CUSIP No. 929798106 13D/A Page 4 of 16
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1. NAME OR REPORTING PERSON
THE WACKENHUT CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Florida
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 12,000,000
REPORTING
PERSON
WITH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
12,000,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
/x/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.48%(3)
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14. TYPE OF REPORTING PERSON*
CO
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(3) Based on information provided by the Issuer in the Issuer's Proxy
Statement on Schedule 14A filed on April 4, 2003 that 21,245,620 shares
of Common Stock of the Issuer were issued and outstanding as of March 10,
2003.
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CUSIP No. 929798106 13D/A Page 5 of 16
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1. NAME OR REPORTING PERSON
TUHNEKCAW, INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 12,000,000
REPORTING
PERSON
WITH ----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
12,000,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES**
/x/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.48%(4)
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14. TYPE OF REPORTING PERSON*
CO
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(4) Based on information provided by the Issuer in the Issuer's Proxy
Statement on Schedule 14A filed on April 4, 2003 that 21,245,620 shares
of Common Stock of the Issuer were issued and outstanding as of March 10,
2003.
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CUSIP No. 929798106 13D/A Page 6 of 16
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Group 4 Falck A/S, a company organized under the laws of Denmark ("Group
4 Falck"), Group 4 Falck's wholly owned subsidiary, Milestone Holding One,
Inc., a Delaware corporation ("MHO"), MHO's wholly owned subsidiary, The
Wackenhut Corporation, a Florida corporation ("TWC") and TWC's wholly owned
subsidiary, Tuhnekcaw, Inc., a Delaware corporation ("Tuhnekcaw", and together
with Group 4 Falck, MHO and TWC, the "Reporting Persons"), hereby file this
Amendment No. 2 (this "Amendment No. 2") to amend and supplement the Statement
on Schedule 13D originally filed on March 18, 2002, as amended and
supplemented by Amendment No. 1 filed on May 22, 2002 (collectively, the
"Statement") with respect to the 12,000,000 shares (the "Subject Shares") of
common stock, par value $0.01 per share, of Wackenhut Corrections Corporation,
a Florida corporation, which the Reporting Persons may be deemed to
beneficially own. Capitalized terms used but not defined in this Amendment No.
2 have the meanings assigned thereto in the Statement. The Statement is hereby
amended and supplemented by this Amendment No. 2. Except as amended and
supplemented hereby, the Statement remains in full force and effect.
Item 1. Security and Issuer
This Amendment No. 2 relates to the Common Stock, par value $0.01 per
share, (the "Common Stock") of Wackenhut Corrections Corporation, a Florida
corporation (the "Issuer"). The Issuer's principal executive offices are
located at 621 NW 53rd Street, Suite 700, Boca Raton, FL 33487.
Item 2. Identity and Background
(a) This Amendment No. 2 is being filed by each of the Reporting
Persons.
(b) The business address for Group 4 Falck is: c/o Group 4 Falck
A/S, Polititorvet, DK-1780 Copenhagen V, Copenhagen, Denmark. The business
address for MHO is c/o Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The business addresses for TWC and Tuhnekcaw are:
c/o The Wackenhut Corporation, 4200 Wackenhut Drive, #100, Palm Beach Gardens,
Florida 33410.
(c) (i) Group 4 Falck is a company principally engaged, directly or
through its subsidiaries, in the security and correctional
services business. Group 4 Falck is the owner of all of the
issued and outstanding capital stock of MHO. Set forth on
Schedule A hereto, which is incorporated herein by reference,
is the name, business address, present principal occupation or
employment and citizenship, of each of Group 4 Falck's
directors and executive officers, as of the date hereof.
(ii) MHO is a company engaged in no operations, other than as a
holding company of all of the issued and outstanding capital
stock of TWC. Set forth on Schedule B hereto, which is
incorporated herein by reference, is the name, business
address, present principal occupation or employment and
citizenship, of each of MHO's directors and executive officers,
as of the date hereof.
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CUSIP No. 929798106 13D/A Page 7 of 16
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(iii) TWC is a company principally engaged, directly or through
its subsidiaries, in the security services business. TWC is the
owner of all of the issued and outstanding capital stock of
Tuhnekcaw. Set forth on Schedule C hereto, which is
incorporated herein by reference, is the name, business
address, present principal occupation or employment and
citizenship, of each of TWC's directors and executive officers,
as of the date hereof.
(iv) Tuhnekcaw is a company engaged in no operations, other
than as a holding company of the Subject Shares of the Issuer
on behalf of TWC, MHO and Group 4 Falck. Set forth on Schedule
D hereto, which is incorporated herein by reference, is the
name, business address, present principal occupation or
employment and citizenship, of each of Tuhnekcaw's directors
and executive officers, as of the date hereof.
(d) During the last five years, neither Group 4 Falck, nor, to the
best knowledge of Group 4 Falck, any person named on Schedule A, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, neither MHO, nor, to the best knowledge of
MHO, any person named on Schedule B, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither TWC, nor, to the best knowledge of
TWC, any person named on Schedule C, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Tuhnekcaw, nor, to the best knowledge
of Tuhnekcaw, any person named on Schedule D, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Group 4 Falck, nor, to the
best knowledge of Group 4 Falck, any person named on Schedule A, has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was not and is not subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
During the last five years, neither MHO, nor, to the best knowledge of
MHO, any person named on Schedule B, has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was not and is not subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
During the last five years, neither TWC, nor, to the best knowledge of
TWC, any person named on Schedule C, has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was not and is not subject to a
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CUSIP No. 929798106 13D/A Page 8 of 16
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judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
During the last five years, neither Tuhnekcaw, nor, to the best knowledge
of Tuhnekcaw, any person named on Schedule D, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was not and is not subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 4. Purpose of Transaction
The response in Item 4 is hereby supplemented as follows:
"Group 4 Falck, TWC and Tuhnekcaw have entered into a Share Purchase
Agreement with the Issuer, dated as of April 30, 2003 (the "Share Purchase
Agreement"), pursuant to which Group 4 Falck, TWC and Tuhnekcaw have
contracted to sell to the Issuer all of the Subject Shares, subject to the
terms and conditions of the Share Purchase Agreement. If the transactions
contemplated by the Share Purchase Agreement are consummated, concurrent with
the closing, the WCC Agreement shall terminate and the two representatives of
Group 4 Falck on the Issuer's board of directors shall resign from such
positions. The Share Purchase Agreement is subject to certain closing
conditions, including the Issuer's receipt of financing and third-party
consents and approvals, and the parties thereto may terminate the Share
Purchase Agreement prior to closing in certain circumstances. The terms and
conditions of the Share Purchase Agreement are described in further detail in
Item 6 of this Amendment No. 2.
Except as disclosed above and in the Statement, as of the date hereof,
none of the Reporting Persons, nor, to the best knowledge of Group 4 Falck,
MHO, TWC and Tuhnekcaw, any of such entities' respective executive officers or
directors, has any other plan or proposal which relates to or would result in
any of the actions specified in subparagraphs (a) through (j) of Item 4 of
Schedule 13D."
Item 5. Interest in Securities of the Issuer
The response in Item 5 is hereby amended and restated in its entirety as
follows:
"(a) Under the definition of "beneficial ownership" as set forth in
Rule 13d-3 promulgated under the Exchange Act, each of the Reporting Persons
may be deemed to beneficially own all 12,000,000 of the Subject Shares,
representing approximately 56.48%(5)5 of the issued and outstanding shares of
common stock of the Issuer. To the best of the knowledge of each of the
Reporting Persons, no shares of the capital stock of the Issuer are
beneficially owned by any of the persons named on Schedules A, B, C or D.
---------------
5 Based on information provided by the Issuer in the Issuer's Proxy
Statement on Schedule 14A filed on April 4, 2003 that 21,245,620 shares
of Common Stock of the Issuer were issued and outstanding as of March 10,
2003.
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CUSIP No. 929798106 13D/A Page 9 of 16
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(b) Each of the Reporting Persons shares with the other Reporting
Persons the power to direct the vote and to direct the disposition of all
Subject Shares. None of the Reporting Persons have the sole power to direct
the vote or the disposition of any of the Subject Shares.
(c) Except as set forth in Item 6 of this Amendment No. 2, none of
the Reporting Persons, nor, to the best knowledge of the Reporting Persons,
any of the persons named on Schedules A, B, C or D, have effected any
transactions in the Common Stock in the past 60 days."
(d) Not applicable.
(e) If the proposed sale of the Subject Shares pursuant to the Share
Purchase Agreement is consummated, each of the Reporting Persons will cease to
be the beneficial owner of more than five percent of the outstanding shares of
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The response in Item 6 is hereby amended and restated in its entirety
as follows:
"On April 30, 2003, Group 4 Falck, TWC, Tuhnekcaw and the Issuer
executed the Share Purchase Agreement, pursuant to which Group 4 Falck, TWC
and Tuhnekcaw have contracted to sell all of their Subject Shares to the
Issuer, subject to the terms and conditions of the Share Purchase Agreement.
The aggregate purchase price for the 12,000,000 Subject Shares to be purchased
by the Issuer pursuant to the Share Purchase Agreement is $132,000,000. The
Reporting Persons currently anticipate that the closing of the transactions
contemplated by the Share Purchase Agreement will occur by the end of June
2003.
The consummation of the Share Purchase Agreement is subject to
certain closing conditions, including without limitation the Issuer's
receipt of the necessary funds to repurchase the Subject Shares and the
Issuer's obtaining all required third-party consents and approvals. The Issuer
has obtained committed financing, subject to certain conditions, from BNP
Paribas to consummate the repurchase of the Subject Shares. The parties
thereto may terminate the Share Purchase Agreement prior to closing in certain
circumstances.
If the transactions contemplated by the Share Purchase Agreement are
consummated, concurrent with the closing, the WCC Agreement shall terminate
and shall be of no further force and effect as of the closing date. In
addition, if the transactions contemplated by the Share Purchase Agreement are
consummated, the two representatives of Group 4 Falck on the Issuer's board of
directors shall resign from such positions effective as of the closing date.
Certain other commercial agreements between TWC and the Issuer, as
well as a letter agreement pursuant to which Group 4 Falck has agreed to
certain reimbursement obligations with respect to the Issuer's interest in its
U.K. joint venture, shall also terminate in connection with, and conditioned
upon, the closing of the transactions contemplated by the Share Purchase
Agreement.
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CUSIP No. 929798106 13D/A Page 10 of 16
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The foregoing summary of the Share Purchase Agreement is not intended
to be complete and is qualified in all respects by reference to the full text
of the Share Purchase Agreement, which is filed herewith as Exhibit III.
Except as otherwise set forth in this Amendment No. 2 and the
Statement (and the agreements referenced herein and therein), there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any person
or, to the best knowledge of the Reporting Persons, any of the persons named
on Schedules A, B, C or D to this Statement and any other person, with respect
to any securities of the Issuer, including but not limited to the transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies."
Item 7. Material to be Filed as Exhibits
I. Agreement and Plan of Merger, dated March 8, 2002 by and
among The Wackenhut Corporation, Group 4 Falck A/S and
Milestone Acquisition Corporation. (Incorporated herein by
reference to Exhibit 2.1 to the Form 8-K filed by The
Wackenhut Corporation on March 8, 2002.)
II. Agreement, dated March 8, 2002 by and among Group 4 Falck
A/S, Wackenhut Corrections Corporation and The Wackenhut
Corporation. (Incorporated herein by reference to Exhibit
10.1 to the Form 8-K filed by Wackenhut Corrections
Corporation on March 8, 2002.)
III. Share Purchase Agreement, dated as of April 30, 2003, by and
among Group 4 Falck A/S, Tuhnekcaw, Inc., The Wackenhut
Corporation and Wackenhut Corrections Corporation. (Filed
herewith.)
IV. Joint Filing Agreement, dated May 6, 2003, by and among
Group 4 Falck A/S, Milestone Holding One, Inc., The
Wackenhut Corporation and Tuhnekcaw, Inc. (Filed herewith.)
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CUSIP No. 929798106 13D/A Page 11 of 16
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth
in this Amendment No. 2 to Schedule 13D is true, complete and correct.
Dated: May 7, 2003
GROUP 4 FALCK A/S
By: /s/ Lars Norby Johansen
Name: Lars Norby Johansen
Title: President and CEO
By: /s/ Derrick Miller
Name: Derrick Miller
Title: Group CFO
MILESTONE HOLDING ONE, INC.
By: /s/ Lars Norby Johansen
Name: Lars Norby Johansen
Title: President and CEO
By: /s/ Derrick Miller
Name: Derrick Miller
Title: Group CFO
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CUSIP No. 929798106 13D/A Page 12 of 16
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THE WACKENHUT CORPORATION
By: /s/ Lars Norby Johansen
Name: Lars Norby Johansen
Title: President and CEO, Group 4 Falck
By: /s/ Soren Lundsberg-Nielsen
Name: Soren Lundsberg-Nielsen
Title: Group General Counsel, Group 4 Falck
TUHNEKCAW, INC.
By: /s/ Lars Norby Johansen
Name: Lars Norby Johansen
Title: President and CEO, Group 4 Falck
By: /s/ Soren Lundsberg-Nielsen
Name: Soren Lundsberg-Nielsen
Title: Group General Counsel, Group 4 Falck
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CUSIP No. 929798106 13D/A Page 13 of 16
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF GROUP 4 FALCK A/S
Principal Occupation
or Employment and
Name and Business Address Business Address* Citizenship
------------------------- --------------------- -----------
Jorgen Philip-Sorensen Chairman of the Board. Sweden
Business Address:
Group 4 Falck A/S,
Farncombe House, Broadway,
Worcestershire WR 12
7LJ, United Kingdom
Alf Duch-Pedersen Deputy Chairman of the Board; Denmark
Chief Executive Officer
and President, Danisco A/S.
Business address: Danisco A/S,
Langebrogade 1, DK-1001
Copenhagen K, Denmark
Henrik Brandt Director; President, Denmark
Maersk Medical A/S.
Business Address:
Maersk Medical A/S,
Engmosen 1, DK-3450
Lynge, Denmark
Sir David Gore-Booth Director; Senior Adviser to UK
the Chairman of HSBC Holdings plc.
Business Address:
HSBC Holdings plc,
8 Canada Square,
London E14 5HQ,
United Kingdom
Thorleif Krarup Director; Denmark
Senior Vice President,Nordea.
Business Address:
Nordea, Strandgade 3,
Postboks 850,
DK-0900 Copenhagen C, Denmark
Jens Kampmann Director; Managing Director, Denmark
Invest Miljoe A/S.
Business Address:
Invest Miljoe,
Tuborg Boulevard 3,
DK-2900 Hellerup, Denmark
Waldemar Schmidt Director Denmark
Address: 9 Oatlands Close,
Weybridge, Surrey KT13 9ED,
United Kingdom
Palle Thirstrup Director and employee Denmark
Harald Kortland Director and employee Denmark
Johnny Eikeland Director and employee Denmark
Ketty Jordhoi Director and employee Denmark
Lars Norby Johansen President and Chief Executive Officer Denmark
Derrick Miller Group Chief Financial Officer Denmark
Grahame Gibson Group Chief Operating Officer UK
Business Address:
Group 4 Falck A/S,
Security House,
Alexandra Way,
Ashchurch, Tewkesbury,
Gloucestershire GL20 8NB,
United Kingdom
Hans Bennetzen Group Chief Operating Officer Denmark
Business Address:
Group 4 Falck, 87 Engerstraat,
B-3071 Erps Kwerps, Belgium
* Except where otherwise noted, the business address of each Director and
Executive Officer is c/o Group 4 Falck A/S, Polititorvet, DK-1780
Copenhagen V, Copenhagen, Denmark.
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CUSIP No. 929798106 13D/A Page 14 of 16
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SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF MILESTONE HOLDING ONE, INC.
Principal Occupation or
Employment and Business
Name and Business Address Address* Citizenship
------------------------- -------- -----------
Lars Norby Johansen Director, President and Denmark
Chief Executive Officer of
MHO; President and Chief
Executive Officer of Group 4 Falck
Derrick Miller Director and Chief Financial Officer Denmark
of MHO; Group Chief Financial Officer
of Group 4 Falck
Soren Lundsberg-Nielsen Director and Secretary of MHO; Denmark
Group General Counsel of
Group 4 Falck
Daniel E. Mason Treasurer of MHO; Director, Vice President U.S.A.
and Corporate Controller of The Wackenhut
Corporation. (Business address:
c/o The Wackenhut Corporation,
4200 Wackenhut Drive, #100, Palm
Beach Gardens, Florida 33410.)
---------------
* Except where otherwise noted, the business address of each Director and
Executive Officer is Group 4 Falck A/S, Polititorvet, DK-1780 Copenhagen
V, Copenhagen, Denmark.
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CUSIP No. 929798106 13D/A Page 15 of 16
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SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS OF THE WACKENHUT CORPORATION
Principal Occupation or
Employment and Business
Name and Business Address Address** Citizenship
------------------------- --------- -----------
Richard R. Wackenhut Chairman of the Board, Executive Vice President U.S.A.
and Chief Executive Officer
Daniel E. Mason Director, Vice President and Corporate Controller U.S.A.
Gary A. Sanders Director and Vice President, Operations U.S.A.
Ian A. Green Vice President, Tax U.S.A.
Robert L. Kilbride Vice President, Associate General Counsel and U.S.A.
Secretary
Sandra L. Nusbaum Vice President, Human Resources U.S.A.
---------------
** The business address of each Director and Executive Officer is c/o The
Wackenhut Corporation, 4200 Wackenhut Drive, #100, Palm Beach Gardens,
Florida 33410.
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CUSIP No. 929798106 13D/A Page 16 of 16
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SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS OF TUHNEKCAW, INC.
Principal Occupation or
Employment and Business
Name and Business Address Address** Citizenship
------------------------- --------- -----------
Daniel E. Mason Director, President and Secretary of Tuhnekcaw, U.S.A.
Inc.; Director, Vice President and Corporate
Controller of The Wackenhut Corporation
Ian A. Green Director, Vice President and Treasurer of U.S.A.
Tuhnekcaw, Inc.; Vice President, Tax of The
Wackenhut Corporation
Joan L. Dobryzynski Director, Vice President and Assistant Secretary U.S.A.
of Tuhnekcaw, Inc.; Vice President,
Griffin Corporate Services,
a division of Wachovia Corporation.
Business address: 300
Delaware Ave., Suite 900,
Wilmington, DE, 19801.
Mildred F. Smith Vice President of Tuhnekcaw, Inc.; Vice President, U.S.A.
Delaware Trust Capital Management, a division of
Wachovia Corporation. Business address:
300 Delaware Ave., Suite 900,
Wilmington, DE, 19801.
** Except where otherwise noted, the business address of each Director and
Executive Officer is The Wackenhut Corporation, 4200 Wackenhut Drive,
#100, Palm Beach Gardens, Florida 33410.