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US Physical Therapy Inc/NV – ‘PRE 14A’ for 5/23/01

On: Thursday, 4/12/01, at 3:33pm ET · For: 5/23/01 · Accession #: 950129-1-2092 · File #: 33-47019

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/12/01  US Physical Therapy Inc/NV        PRE 14A     5/23/01    1:78K                                    Bowne - Houston/FA

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     U.S. Physical Therapy, Inc.                           37    131K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Information as to Nominees Principal Holders of Voting Securities
1	1st Page - Filing Submission
7	Information as to Nominees
29	Principal Holders of Voting Securities

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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:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SECTION 240.14a-11(c) or
SECTION 240.14a-12

U.S. Physical Therapy, Inc.
------------------------------------------------
(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):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
------

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:
---------------------

[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
-----------------------------------------

2) Form, Schedule or Registration Statement No.:
-------------------

3) Filing Party:
---------------------------------------------------

4) Date Filed:
-----------------------------------------------------

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U.S. PHYSICAL THERAPY, INC.
3040 POST OAK BLVD., SUITE 222
HOUSTON, TEXAS 77056
(713) 297-7000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2001

----------

NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders
(the "Annual Meeting") of U.S. Physical Therapy, Inc. (the "Company") will be
held on Wednesday, May 23, 2001, at 9:00 a.m. (CDT), at the Company's office at
3040 Post Oak Boulevard, Suite 222, Houston, Texas, for the following purposes:

(1) To elect nine directors;

(2) To consider and vote upon a proposal to amend the Company's 1992
Stock Option Plan to increase by 340,000 the number of shares of Company common
stock reserved for issuance thereunder;

(3) To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to increase the authorized common stock of the Company
to 20,000,000 shares; and

(4) To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.

Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on April 10, 2001 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Only
holders of common stock of record at the close of business on that date will be
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.

In the event that there are not sufficient votes to approve any one or
more of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company.

By Order of the Board of Directors

Dorothy N. Flato
Corporate Secretary and Treasurer

Houston, Texas
April 27, 2001

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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

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U.S. PHYSICAL THERAPY, INC.
3040 POST OAK BLVD., SUITE 222
HOUSTON, TEXAS 77056
(713) 297-7000

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 2001
----------

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

This Proxy Statement is furnished to stockholders of U.S. Physical
Therapy, Inc. (the "Company") in connection with the solicitation by the Board
of Directors of the Company of proxies to be used at the 2001 Annual Meeting of
Stockholders (the "Annual Meeting") of the Company, to be held on Wednesday, May
23, 2001, at 9:00 a.m. (CDT), at the Company's office at 3040 Post Oak
Boulevard, Suite 222, Houston, Texas, and at any adjournments thereof.

The Annual Meeting has been called for the following purposes: (1) to
elect nine directors; (2) to consider and vote upon a proposal to amend the
Company's 1992 Stock Option Plan to increase by 340,000 the number of shares of
Company common stock reserved for issuance thereunder; (3) to consider and vote
upon a proposal to amend the Company's Articles of Incorporation to increase the
authorized common stock of the Company to 20,000,000 shares; and (4) to transact
such other business as may properly come before the meeting or any adjournments
thereof. If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
PROPERLY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THE ELECTION OF THE
NINE NOMINEES OF THE BOARD OF DIRECTORS AS DIRECTORS, FOR PROPOSAL 2 TO INCREASE
THE NUMBER OF SHARES OF COMPANY COMMON STOCK RESERVED FOR ISSUANCE UNDER THE
1992 STOCK OPTION PLAN BY 340,000 SHARES, AND FOR PROPOSAL 3 TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO 20,000,000 SHARES.
If any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote the shares represented by the proxies
on such matters as determined by a majority of the Board of Directors. This
Proxy Statement is initially being mailed to stockholders on or about April 27,
2001.

The presence of a stockholder at the Annual Meeting will not
automatically revoke such stockholder's proxy. Stockholders may, however, revoke
a proxy at any time prior to its exercise by delivering to the Company a duly
executed proxy bearing a later date, by attending the Annual Meeting and voting
in person, or by filing a written notice of revocation with Dorothy N. Flato,
Corporate Secretary and Treasurer of the Company, at 3040 Post Oak Boulevard,
Suite 222, Houston, Texas 77056.

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The cost of soliciting proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail, the
Company, through its directors, officers and regular employees, may also solicit
proxies personally or by telephone. The Company will also request persons, firms
and corporations holding shares in their names or in the name of their nominees,
which are beneficially owned by others, to send proxy material to and obtain
proxies from such beneficial owners and will reimburse such holders for their
reasonable expenses in doing so.

The securities which can be voted at the Annual Meeting consist of
shares of common stock of the Company with each share entitling its owner to one
vote on all matters. There is no cumulative voting in the election of directors.
The close of business on April 10, 2001 has been fixed by the Board of Directors
as the record date for determination of stockholders entitled to vote at the
meeting. The number of shares of the Company's common stock outstanding as of
such date was 6,622,766. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of common stock is necessary
to constitute a quorum at the Annual Meeting. Directors of the Company will be
elected by a plurality vote of the votes cast at the Annual Meeting. The
affirmative vote of the holders of at least a majority of the outstanding shares
of the Company's common stock is required for approval of Proposals 2 and 3.
Abstentions and broker non-votes will be treated as votes present for the
purpose of determining a quorum at the Annual Meeting. Broker non-votes will not
be counted as shares entitled to be voted on any matter. Abstentions will have
the same effect as a negative vote on Proposals 2 and 3 since the required
affirmative vote is calculated based on the percentage of outstanding shares.

A copy of the Annual Report to Stockholders for the year ended December
31, 2000 accompanies this Proxy Statement. THE COMPANY HAS FILED AN ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 (THE "FORM 10-K") WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). STOCKHOLDERS MAY OBTAIN,
FREE OF CHARGE, A COPY OF THE FORM 10-K BY WRITING TO U.S. PHYSICAL THERAPY,
INC., 3040 POST OAK BLVD., SUITE 222, HOUSTON, TEXAS 77056, ATT'N: DOROTHY
FLATO, CORPORATE SECRETARY.

ELECTION OF DIRECTORS
(PROPOSAL 1)

The Board of Directors is currently composed of eight members and one
vacancy. In February 2001, Mr. Richard C.W. Mauran resigned from the Board of
Directors to pursue other interests. All directors hold office until the next
annual meeting of stockholders of the Company and until their successors have
been elected and qualified. There are no arrangements or understandings between
the Company and any person pursuant to which such person has been elected as a
director.

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At the Annual Meeting, nine directors will be elected for one-year
terms. Unless otherwise specified on the proxy, it is the intention of the
persons named in the proxy to vote the shares represented by each properly
executed proxy for the election as directors of each of the persons named below
as nominees of the Board of Directors. The Board of Directors believes that such
nominees will stand for election and will serve, if elected, as directors.
However, if any person nominated by the Board of Directors fails to stand for
election or is unable to accept election, the proxies will be voted for the
election of such other person or persons as the Board of Directors may
recommend. THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.

INFORMATION AS TO NOMINEES

The following table sets forth the names of the Board of Directors'
nine nominees for election as directors. Each of these persons currently serves
as a director of the Company, except for Mr. Eddy J. Rogers, Jr. Also set forth
is certain other information with respect to each such person's age, the period
during which he has served as a director and positions currently held with the
Company.

[Download Table]

Position(s)
Director Held With
Nominees: Age(a) Since(b) the Company(c)
--------- ------- --------- --------------------------

J. Livingston Kosberg 64 1990 Chairman of the Board

Mark J. Brookner 56 1990 Vice Chairman of the Board

Roy W. Spradlin 52 1994 President, Chief Executive
Officer and Director

Daniel C. Arnold 71 1992 Director

Bruce D. Broussard 38 1999 Director

James B. Hoover 46 1993 Director

Marlin W. Johnston 69 1992 Director

Albert L. Rosen 77 1992 Director

Eddy J. Rogers, Jr. 60 n/a Nominee

----------

(a) At March 31, 2001.

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(b) Messrs. Kosberg and Brookner have served as directors of each corporate
predecessor (and subsidiaries thereof) of the Company since the
formation of the original predecessor, National Rehab Associates, Inc.,
in June 1990.

(3) Mr. Brookner also served as an officer of all predecessors (and
subsidiaries thereof) of the Company. Mr. Kosberg served as an officer
of certain, but not all, predecessors (and subsidiaries thereof) of the
Company.

The principal occupation of each nominee for the past five years is set
forth below.

J. LIVINGSTON KOSBERG has served as Chairman of the Board of the
Company since April 1992 and as the Company's Chief Executive Officer from April
1992 to August 1995.

MARK J. BROOKNER has served as Vice Chairman of the Board of the
Company since August 1998. Mr. Brookner served as Chief Financial Officer of the
Company from April 1992 to August 1998 and also served as Secretary and
Treasurer during portions of that time.

ROY W. SPRADLIN has served as President of the Company since May 1994.
From May 1994 to August 1995, Mr. Spradlin served as the Company's Chief
Operating Officer. Effective August 1995, Mr. Spradlin was named the Company's
Chief Executive Officer.

DANIEL C. ARNOLD is a private investor engaged in managing his family's
personal investments. He serves as a director of Parkway Properties, Inc., a
real estate investment trust whose holdings are predominately office buildings,
and Belco Oil & Gas Corp., an oil and gas exploration and production company.
Mr. Arnold also serves as Chairman of the Board of Trustees of Baylor College of
Medicine.

BRUCE D. BROUSSARD has been the Chief Financial Officer of US Oncology
since August 2000. US Oncology is a network of over 800 community-based cancer
physicians caring for the largest number of cancer patients than any other
single medical organization. From December 1997 to August 2000, Mr. Broussard
was the Chief Executive Officer of HarborDental Properties, a dental development
company specializing in free-standing upscale dedicated dental buildings. From
January 1996 to October 1997, Mr. Broussard was Executive Vice President and
Chief Financial Officer of Regency Health Services, Inc., a national chain of
nursing homes and provider of long-term health services. For the period from
1993 to 1996, Mr. Broussard was the Chief Financial Officer and Director of Sun
Health Care Group, a health care provider.

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JAMES B. HOOVER is the founding managing member of Dauphin Capital
Partners, a health care venture capital firm established in 1998. For the
previous six years, he was a general partner of Welsh, Carson, Anderson & Stowe,
a management buyout firm focused on the acquisition of health care and
information services companies. Prior thereto, Mr. Hoover was a general partner
with the investment banking firm of Robertson, Stephens & Company, serving
initially as a senior medical industry research analyst and subsequently as
manager of the firm's health care corporate finance group. Mr. Hoover presently
serves on the Board of Directors of XCare.net, an e-commerce services provider
to the health care industry, and several privately owned health care and
internet companies.

MARLIN W. JOHNSTON has been a management consultant with Tonn &
Associates, a management consulting firm, since September 1993. During 1992 and
1993, Mr. Johnston served as a management consultant to the Texas Department of
Health and the Texas Department of Protective and Regulatory Services.

ALBERT L. ROSEN retired as President and General Manager of the San
Francisco Giants major league baseball team in December 1992. He had served in
such position since September 1985.

EDDY J. ROGERS, JR. is a partner at the Houston-based law firm of
Mayor, Day, Caldwell & Keeton, L.L.P., where he practices corporate law. Mr.
Roger's, until 1997, was a director of Living Centers of America, Inc., a New
York Stock Exchange listed nursing home company.

CORPORATE GOVERNANCE AND OTHER MATTERS

AUDIT COMMITTEE DISCLOSURE

The Board of Directors has appointed an Audit Committee whose members
currently consist of Messrs. Johnston (chairman), Brookner and Broussard. Mr.
Brookner is not an "independent director" as that term is defined by Nasdaq
Stock Market Rule 4200(a)(14) because he is an employee of the Company. The
Nasdaq rule requiring three independent directors on the Audit Committee is
effective June 2001, by which time the Audit Committee will be reconstituted to
fully meet the requirements. The Audit Committee is responsible for, among other
things: (i) engaging the Company's independent auditors, (ii) reviewing with the
auditors the plan, scope and timing of the audit and any other services the
auditors are asked to perform as well as the auditors' report on the Company's
financial statements following completion of the audit, (iii) audit fees and
(iv) the Company's policies and procedures with respect to internal accounting
and financial controls. The Audit Committee met three times during 2000.

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The Board of Directors has adopted a written Charter of the Audit
Committee, a copy of which is attached hereto as Appendix A.

INDEPENDENT AUDITORS' FEES

Audit Fees. Aggregate fees for professional services rendered by KPMG
LLP in connection with the audits of the Company's financial statements and
reports for the fiscal year ended December 31, 2000 were $75,000.

Financial Information Systems Design and Implementation Fees. During
the fiscal year ended December 31, 2000, KPMG LLP rendered no professional
services in connection with the design and implementation of financial
information systems.

All Other Fees. In addition to the fees described above, aggregate fees
of $64,000 were paid to KPMG LLP during the fiscal year ended December 31, 2000
related to research on various accounting pronouncements and a one-time
information technology consulting project.

The Audit Committee has discussed the non-audit services provided by
KPMG LLP and the related fees and has considered whether those services and fees
are compatible with maintaining auditor independence.

REPORT OF THE AUDIT COMMITTEE

In connection with the December 31, 2000 financial statements, the
Audit Committee (1) reviewed and discussed the audited financial statements with
management; (2) discussed with KPMG LLP the matters required by Statement on
Auditing Standards No. 61; and (3) received and discussed with the auditors the
matters required by Independence Standards Board Statement No. 1 and considered
the compatibility of non-audit services with the auditor's independence. Based
upon these reviews and discussions, the Audit Committee has recommended to the
Board of Directors, and the Board of Directors has approved, that the Company's
audited financial statements be included in the Securities and Exchange
Commission Annual Report on Form 10-K for the fiscal year ended December 31,
2000.

Respectively submitted,

The Audit Committee
Marlin W. Johnston, Chairman
Mark J. Brookner
Bruce D. Broussard

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OTHER COMMITTEES

The Board has a Compensation Committee, the current members of which
are Messrs. Arnold (chairman), Hoover and Rosen. The Compensation Committee
reviews matters concerning compensation of employees of the Company. During
2000, the Compensation Committee held one meeting.

The Board has a Stock Option Committee, the current members of which
are Messrs. Arnold (chairman), Hoover and Rosen. The Stock Option Committee
reviews matters concerning the Company's stock option plans. During 2000, the
Stock Option Committee held two meetings.

The Board of Directors has a Corporate Compliance Committee, the
current members of which are Messrs. Johnston (chairman), Brookner and
Broussard. The Corporate Compliance Committee reviews and assesses the
activities and findings of internal audit departments, the Audit Committee
relative to the compliance program and reports of material noncompliance within
the Company and approves resolutions and corrective actions proposed by
management. During 2000, the Corporate Compliance Committee held four meetings.

In November 1994, the Board of Directors established the Executive
Committee whose members are Messrs. Kosberg, Arnold and Hoover. The Executive
Committee assists management by providing advice and recommendations when needed
and performs such other services as delegated by the Board of Directors. During
2000, the Executive Committee did not hold any meetings.

There is no separate Nominating Committee of the Board of Directors.

OTHER CORPORATE GOVERNANCE MATTERS

During 2000, the Company's Board of Directors held five meetings. No
incumbent director attended fewer than 75% of the total number of meetings of
the Board of Directors of the Company and of all committees of the Board of
Directors of the Company on which he served.

COMPENSATION OF DIRECTORS

Directors who are also employees of the Company are not compensated
separately for serving on the Board. Each of the Company's directors who are not
employees of the Company receives $3,500 for attendance at each regular meeting
of the Board of Directors. Directors are also reimbursed for their out-of-pocket
travel and related expenses incurred in attending all Board and committee
meetings. In May 2000, upon the first anniversary of his initial election to the
Board of Directors of the

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Company, Bruce Broussard, one of the Company's current non-employee directors,
received a ten-year non-qualified option to purchase 20,000 shares of the
Company's common stock. The exercise price of the option, which was granted
under the Company's 1992 Stock Option Plan, is $4.50 per share. In September
2000, the then six non-employee directors, Daniel C. Arnold, Bruce D. Broussard,
James B. Hoover, Marlin W. Johnston, Richard C.W. Mauran and Albert L. Rosen,
each received ten-year non-qualified options to purchase 6,668 shares of the
Company's common stock. The exercise price of these options, which were granted
under the Company's 1992 Stock Option Plan, is $6.2188 per share. J. Livingston
Kosberg received $33,000 and Mark J. Brookner received $75,000 for serving as
Chairman of the Board and Vice Chairman of the Board, respectively, in 2000.

EXECUTIVE OFFICERS

Certain information about the Company's Chief Executive Officer is
included under "Information as to Nominees." Certain information about the
Company's other three executive officers is set forth below. The respective ages
of these executive officers are as of March 31, 2001.

MICHAEL LANG, age 41, joined the Company in 1994 and was elected Senior
Vice President of Development. Prior to joining the Company, Mr. Lang was Vice
President and Corporate Trust Officer for Chase Manhattan Bank, where he was
responsible for tax reporting for all asset-backed securities.

J. MICHAEL MULLIN, age 49, joined the Company in 1998 and was elected
Chief Financial Officer. From May 1993 through May 1998, Mr. Mullin was
President of Imperial Health Resources, Inc., a management company specializing
in management of subacute units in acute care hospitals.

STEPHEN ROSENBLOOM, age 49, has served as Senior Vice President of
Marketing of the Company since 1992. Prior thereto, Mr. Rosenbloom was employed
by Continental Airlines as Senior Director of Marketing Services.

EXECUTIVE COMPENSATION

The following table shows the compensation paid by the Company and its
subsidiaries during 2000, 1999 and 1998 to the Company's Chief Executive Officer
and the Company's other three executive officers (the "Named Executive
Officers").

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SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

Long-Term
Compensation
Annual Compensation Awards
-------------------------------------- ------------
Other Securities
Name and Fiscal Annual Underlying
Principal Position(s) Year Salary Bonus Compensation Options(#)(a)
--------------------- ------ -------- -------- ------------ -------------

Roy W. Spradlin 2000 $220,000 $100,000 $ 0 50,000
President and Chief 1999 200,000 50,000 0 0
Executive Officer 1998 180,000 35,000 0 200,000

Michael Lang(b) 2000 $127,575 $ 40,000 $ 0 0
Senior Vice President 1999 121,500 18,000 0 0
of Development

J. Michael Mullin(c) 2000 $132,000 $ 30,000 $ 0 50,000
Chief Financial Officer 1999 120,000 20,000 0 50,000
1998 69,000 5,000 0 30,000

Stephen Rosenbloom(b) 2000 $149,100 $ 35,000 $ 0 50,000
Senior Vice President 1999 142,000 30,000 0 0
of Marketing

----------

(a) Reflects shares of the Company's common stock underlying options
granted under the Company's 1992 Stock Option Plan, as amended, as
adjusted to reflect the two-for-one common stock split effected in the
form of a 100% stock dividend distributed on January 5, 2001 to record
holders of shares of the Company's common stock as of December 27,
2000.

(b) Mr. Lang and Mr. Rosenbloom became executive officers effective
February 17, 1999.

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OPTION GRANTS

The following table contains information with respect to grants of
stock options to the Named Executive Officers during the year ended December 31,
2000.

OPTION GRANTS IN 2000 FISCAL YEAR

Individual Grants

[Enlarge/Download Table]

Potential
Realizable Value
Number of % of Total at Assumed Annaul
Securities Options Rate of Stock
Underlying Granted to Exercise Price Appreciation
Options Employees of Base for Option Term(b)
Granted in Fiscal Price Expiration -------------------------
Name (#)(a) Year ($/Sh) Date 5%($) 10%($)
----------------- ---------- ---------- ---------- ------------ ----------- -----------

Roy W. Spradlin 50,000 21% $ 4.5 05/23/10 $ 141,501 $ 358,592
Michael Lang 0 0% $ 0 -- $ 0 $ 0
J. Michael Mullin 50,000 21% $ 4.5 05/23/10 $ 141,501 $ 358,592
Stephen Rosenbloom 50,000 21% $ 4.5 05/23/10 $ 141,501 $ 358,592

----------

(a) The options were granted under the 1992 Option Plan and vest one-fourth
on each of the second, third, fourth and fifth anniversaries of the
date of grant. Vesting will be accelerated in the event of a "change in
control" of the Company (defined generally as the acquisition of 50% or
more of the Company's outstanding voting stock, a change in a majority
of the Board of Directors or a merger, consolidation or acquisition of
all or substantially all of the assets of the Company), subject to
certain limitations if vesting would result in adverse tax consequences
to the optionee. The per share option exercise price equals the fair
market value of a share of the Company's common stock on the date of
grant, as determined in accordance with the 1992 Option Plan, as
adjusted for the two-for-one stock split effected in the form of a 100%
stock dividend distributed on January 5, 2001 to record holders of
shares of the Company's common stock as of December 27, 2000.

(b) The options granted to Messrs. Spradlin, Mullin and Rosenbloom are
non-qualified stock options which expire ten years from the date of
grant.

OPTION EXERCISES AND HOLDINGS

The following table sets forth the 2000 year-end value of all
unexercised in-the-money options held by the Named Executive Officers.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

[Enlarge/Download Table]

Shares Value of Securities
Acquired Value Number of Securities Underlying Unexercised
on Realized Underlying Unexercised In-the-Money Options at
Name Exercise(#) ($) Options at FY-End (#)(a) FY-End ($)(a)(b)
---------------------------- ----------- ---------- --------------------------- ----------------------------
Un- Un-
Exercisable exercisable Exercisable exercisable
----------- ----------- ----------- -----------

Roy W. Spradlin 0 $ 0 347,500 222,500 $2,412,375 $1,531,250

Michael Lang 15,600 $ 143,894 51,900 72,500 $ 362,418 $ 495,378

J. Michael Mullin 0 $ 0 7,500 122,500 $ 46,639 $ 891,479

Stephen Rosenbloom 40,000 $ 320,000 117,500 122,500 $ 762,672 $ 864,141

----------

(a) Reflects the number of shares of the Company's common stock underlying
options granted under the 1992 Option Plan and the exercise or base
price of such options, as adjusted for the two-for-one stock split
effected in the form of a 100% stock dividend distributed on January 5,
2001 to record holders of shares of the Company's common stock as of
December 27, 2000.

(b) Market value of underlying securities at year-end of $11.88 per share
minus the exercise or base price of in-the-money options at year-end.

EMPLOYMENT AGREEMENTS

Mr. Spradlin has entered into an amended and restated employment
agreement with the Company dated as of February 24, 1998, which supersedes his
amended and restated employment agreement with the Company dated as of February
21, 1997. Under his new employment agreement, Mr. Spradlin is employed as
President and Chief Executive Officer for a five-year term ending on February
21, 2002. Pursuant to the terms of his new employment agreement, Mr. Spradlin's
base salary was $165,000 initially and has been subsequently increased to
$250,000 for fiscal year 2001 based on performance. Additionally, Mr. Spradlin
is eligible to receive cash bonuses payable at the discretion of the Board of
Directors and, subject to conditions of eligibility, is entitled to participate
in any employee benefit plans adopted by the Company. Mr. Spradlin's new
employment agreement may be terminated by the Company prior to the expiration of
its five-year term in the event (i) he becomes disabled for 90 consecutive days
or (ii) his employment is terminated for "cause" (as defined in the agreement).
In the event that (i) Mr. Spradlin's employment is terminated without "cause,"
(ii) the Company sells all or substantially all of its assets, (iii) more than
50% of the Company's outstanding common stock is transferred or sold

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by the Company's stockholders, (iv) the Company completes a merger or
consolidation in which the stockholders of the Company immediately prior to the
merger or consolidation own less than 50% of the surviving company or (v) the
Company is dissolved in a voluntary or involuntary dissolution, Mr. Spradlin
would be entitled to receive a lump sum termination/severance benefit equal to
one and one-half times his annual salary plus bonus for the then most recent
12-month period. Under his new employment agreement, in the event of his death,
Mr. Spradlin's heirs or beneficiaries would become entitled to receive a payment
equal to one year's annual salary. Mr. Spradlin's new employment agreement
further contains a covenant not to compete during its five-year term and for a
one year period following the termination of his employment.

CERTAIN TRANSACTIONS

In May 1994, the Company completed the issuance and sale of $3,000,000
aggregate principal amount of 8% Convertible Subordinated Notes, Series C due
June 30, 2004 (the "Series C Notes"). The Series C Notes were issued at par in a
private placement to Sloan Financial Corporation ("Sloan Financial"), a company
which is controlled by one of the Company's former directors, Mr. Richard C. W.
Mauran. The Series C Notes are convertible, at the option of the holder, into
the number of whole shares of common stock of the Company determined by dividing
the principal amount converted by $5.00, subject to adjustment upon the
occurrence of certain events. Interest on the Series C Notes is payable at a
rate of 8% per annum, payable quarterly. Holders of Series C Notes also have
certain registration rights with respect to the underlying common shares. Sloan
Financial also owned $2,000,000 aggregate principal amount of the Company's 8%
Convertible Subordinated Notes due June 30, 2003 (the "Initial Series Notes"),
which were issued by the Company at par in June 1993. In January 2001, the
Company exercised its right under the Initial Series Notes to require conversion
at $5.00 per share into 400,000 whole shares of common stock of the Company.
During 2000 and through the date of notice of the required conversion, interest
on the Initial Series Notes accrued and was payable quarterly at an annual rate
of 8%. See "Principal Holders of Voting Securities."

Eddy J. Rogers, Jr., a nominee for directorship, is a partner in the
law firm of Mayor, Day, Caldwell & Keeton, L.L.P., Houston, Texas, which
provided certain legal services to the Company during 2000. The dollar amount of
fees that the Company paid to that firm during 2000 did not exceed 5% of that
firm's gross revenues for its last full fiscal year.

STOCK PERFORMANCE GRAPH

The following performance graph compares the cumulative total
stockholder return of the Company's common stock to The Nasdaq Stock Market
United States

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Index and The Nasdaq Stock Market Healthcare Index for the period from December
31, 1995 through December 31, 2000. The graph assumes that $100 was invested in
each of the Company's common stock and the companies listed on The Nasdaq Stock
Market United States Index and The Nasdaq Stock Market Healthcare Index on
December 31, 1995 and that any dividends were reinvested.

COMPARISON OF FIVE YEARS CUMULATIVE TOTAL RETURN FOR THE YEAR ENDED
DECEMBER 31, 2000*

[GRAPHIC OMITTED]

[Enlarge/Download Table]

12/95 12/96 12/97 12/98 12/99 12/00
----- ----- ----- ----- ----- -----

U.S. Physical Therapy, Inc. 100 85 102 73 72 203

The Nasdaq Stock Market United States Index 100 123 151 212 395 238

The Nasdaq Stock Market Healthcare Index 100 98 102 87 70 96

*Cumulative total return assumes an initial investment of $100 on December
31,1995 and the reinvestment of dividends. There were no dividends paid by the
Company during the period presented.

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REPORT ON EXECUTIVE COMPENSATION

The Board of Directors and its Compensation and Stock Option Committees
have prepared the following report on the Company's policies with respect to the
compensation of executive officers for 2000. The Board of Directors makes all
decisions on compensation of the Company's executive officers (other than stock
options), based upon recommendations of the Compensation Committee. Decisions as
to the grant of stock options are made by the Stock Option Committee.

COMPENSATION OF EXECUTIVE OFFICERS

The compensation policies of the Company are designed to enable the
Company to attract, motivate and retain experienced and qualified executives.
The Company seeks to provide competitive compensation. The Company's policy has
been to provide a significant component of an executive officer's compensation
through the grant of stock options. The Company believes that grants of stock
options to executives, as well as to employees generally, help align the
interests of such persons with the interests of Company stockholders.

The following describes in more specific terms the elements of
compensation of executive officers for 2000.

BASE SALARIES

Base salaries of executives are initially determined by evaluating the
responsibilities of the position, the experience and knowledge of the individual
and the competitive marketplace for executive talent. Base salaries for
executive officers are reviewed annually by the Compensation Committee and the
Board of Directors based on, among other things, individual performance and
responsibilities.

INCENTIVE COMPENSATION

Based on performance, incentive opportunities are available to a wide
range of Company employees. Incentive compensation is effective in reinforcing
both the overall values of the Company and the specific operating goals of the
various business units.

Incentive compensation programs are designed to focus employees'
attention on the key performance goals of the Company, to identify the expected
levels of performance and to reward individuals who meet or exceed such
expectations. The aggregate amounts available for incentive awards are
determined by the overall financial performance of the Company. The actual
awards paid to individual recipients are formulated by management and approved
by the Compensation Committee at its discretion.

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STOCK OPTION AWARDS

The Company's 1992 Stock Option Plan, as amended (the "1992 Option
Plan") and the Executive Option Plan (the "Executive Option Plan") were approved
by the Board of Directors and the stockholders of the Company to align employee
and outside directors' interests with stockholders' interests, to provide
incentives to key employees of the Company by encouraging their ownership of
common stock and to aid the Company in attracting and retaining such key
employees, upon whose efforts the Company's success and future growth depends.

Options are granted at the discretion of the Stock Option Committee.
Individual grant sizes are determined based on organizational and individual
performance. At the discretion of the Stock Option Committee, and based on the
recommendation of management, options may also be used as an incentive for
candidates recruited to fill key positions.

During 2000, the Company granted options covering a total of 294,758
shares of Company common stock to 56 directors, officers and employees. The per
share exercise price of all options granted in 2000 equaled the fair market
value of a share of Company common stock on the date of grant.

Stock option grants made to executive officers in 2000 reflect
significant individual performance and contributions relating to the Company's
operations and an incentive to an executive officer to join the Company.

OTHER

The Company has a 401(k) profit sharing plan covering all employees
with three months of service. The Company may make discretionary contributions
of up to 50% of employee contributions. The Company did not make any
contributions during 2000.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Mr. Spradlin received a salary of $220,000, $200,000 and $180,000 in
2000, 1999 and 1998, respectively. He also received bonuses totaling $100,000,
50,000 and $35,000 in 2000, 1999 and 1998, respectively. Although Mr. Spradlin
participated in the Company's 401(k) Plan from 1998 through 2000, the Company
did not make any matching contributions to such plan during these years. In
addition to cash compensation, Mr. Spradlin was granted 50,000 and 200,000
options to purchase shares of common stock under the 1992 Option Plan during
2000 and 1998, respectively.

In determining the appropriate compensation, the Committee evaluates
the overall performance of the Company under Mr. Spradlin's leadership as well
as his

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individual contributions to key strategic, financial and development objectives.
The Committee does not utilize any specific quantitative factors or formulas in
reviewing his performance or compensation.

COMPENSATION DEDUCTIBILITY POLICY

Under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the"Code") and applicable Treasury regulations, no deduction is allowed for
annual compensation in excess of $1 million paid by a publicly traded
corporation to its chief executive officer and the four other most highly
compensated officers. Under those provisions, however, there is no limitation on
the deductibility of "qualified performance-based compensation."

In general, the Company's policy is to maximize the extent of tax
deductibility of executive compensation under the provisions of Section 162(m)
so long as doing so is compatible with its determinations as to the most
appropriate methods and approaches for the design and delivery of compensation
to the Company's executive officers.

Respectfully submitted,

The Board of Directors Compensation Committee
J. Livingston Kosberg Daniel C. Arnold
Mark J. Brookner James B. Hoover
Roy W. Spradlin Albert L. Rosen
Daniel C. Arnold
Bruce D. Broussard Stock Option Committee
James B. Hoover Daniel C. Arnold
Marlin W. Johnston James B. Hoover
Albert L. Rosen Albert L. Rosen

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers to file with the SEC initial reports of
ownership of the Company's equity securities and to file subsequent reports when
there are changes in such ownership. The Company believes that during 2000 all
Section 16(a) filing requirements applicable to the Company's directors and
officers were complied with on a timely basis, except for one late filing of
Form 4, Statement of Changes in Beneficial Ownership, by Mr. Hoover relating to
a total of two transactions.

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APPROVAL OF AMENDMENT TO 1992 STOCK OPTION PLAN
(PROPOSAL 2)

The Company maintains three stock option plans: the 1992 Stock Option
Plan, as amended (the "1992 Option Plan"), the Executive Stock Option Plan (the
"Executive Option Plan") and the 1999 Employee Stock Option Plan (the "1999
Option Plan"). A total of 1,990,000 shares of common stock (subject to
adjustment for changes in capitalization) are currently reserved for issuance
upon the exercise of stock options granted under the 1992 Option Plan to key
employees, officers and directors of the Company or any of its affiliates. To
date, a total of 1,593,041 options have been granted and are outstanding,
311,217 options have been granted and exercised and 85,742 options remain
available for future issuance under the 1992 Option Plan. A total of 210,000
shares of common stock (subject to adjustment for changes in capitalization) are
currently reserved for issuance upon the exercise of stock options granted under
the Executive Option Plan to officers of the Company or any of its affiliates.
To date, 170,000 options have been granted and are outstanding, no options have
been exercised and 40,000 options remain available for future issuance under the
Executive Option Plan. A total of 200,000 shares of common stock (subject to
adjustment for changes in capitalization) are currently reserved for issuance
upon the exercise of stock options granted under the 1999 Option Plan to
employees of the Company or any of its affiliates. To date, 62,500 options have
been granted and are outstanding, no options have been exercised and 137,500
options remain available for future grant under the 1999 Option Plan. The
purposes of the 1992 Option Plan, Executive Option Plan and 1999 Option Plan are
to provide an incentive for eligible individuals to remain in the employ or
service of the Company or its affiliates, to extend to them the opportunity to
acquire a proprietary interest in the Company so that they will apply their best
efforts for the benefit of the Company and to aid the Company in attracting able
persons to serve the Company and its affiliates.

PROPOSED AMENDMENT TO 1992 OPTION PLAN

The Board of Directors has voted, subject to stockholder approval at
the Annual Meeting, to amend the 1992 Option Plan to increase by 340,000 (from
1,990,000 to 2,330,000) the number of shares of Company common stock reserved
for issuance upon exercise of options granted under the 1992 Option Plan. The
340,000 share increase in the shares reserved for issuance under the 1992 Option
Plan includes 40,000 shares remaining available for grant under the Executive
Option Plan. Because the per share exercise price of options granted under the
Executive Option Plan may be no less than 175% of the fair market value of a
share of Company common stock on the date of grant (as opposed to not less than
fair market value for incentive options and not less than par value for
non-qualified options granted under the 1992 Option Plan), the Board of
Directors believes that officers of the Company and its affiliates who are
eligible to receive option grants under the Executive Option Plan are not
provided with an appropriate incentive to expend maximum effort on behalf of the
Company. During

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1997, the Company's stockholders approved an increase in shares reserved for
issuance under the 1992 Option Plan which represented the number of remaining
available shares under the Executive Option Plan upon the premise that no
further grants under the Executive Option Plan would be made. Since 1997, there
has been a 40,000 share increase in remaining available shares under the
Executive Option Plan due to unexercised options being canceled by a former
employee. Accordingly, the Board has voted to amend the 1992 Option Plan to
increase the shares reserved thereunder by 340,000 shares, 40,000 of which
represent the number of shares remaining available for grant under the Executive
Option Plan, subject to stockholder approval of such increase at the Annual
Meeting. The proposed 340,000 share increase in the number of shares reserved
for issuance under the 1992 Option Plan will assure that a meaningful number of
shares will be available for future grant to key employees, officers and
directors of the Company and its affiliates under the 1992 Option Plan.

At March 31, 2001, a total of 85,742 shares of Company common stock
remained available for future grant under the 1992 Option Plan. At March 31,
2001, a total of approximately 73 key employees, officers and directors of the
Company and its affiliates were eligible to participate in the 1992 Option Plan.
Based on the closing bid price of the Company's common stock on March 30, 2001
of $11.188, the aggregate market value of the 340,000 additional shares to be
reserved under the 1992 Option Plan is $3,804,000.

REQUIRED VOTE

The approval by the affirmative vote of a majority of the outstanding
shares is required to approve the proposed amendment to the 1992 Option Plan to
increase by 340,000 (from 1,990,000 to 2,330,000) the number of shares of common
stock reserved for issuance upon exercise of options granted under the 1992
Option Plan. THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF SUCH AMENDMENT.

DESCRIPTION OF THE 1992 OPTION PLAN

The principal provisions of the 1992 Option Plan are summarized below.
Such summary does not, however, purport to be complete and is qualified in its
entirety by the terms of the 1992 Option Plan. Stockholders may obtain, free of
charge, a copy of the 1992 Option Plan by writing Dorothy Nagle Flato, Corporate
Secretary and Treasurer, U.S. Physical Therapy, Inc., 3040 Post Oak Blvd., Suite
222, Houston, Texas 77056.

The 1992 Option Plan provides for the grant of options that are
intended to qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") as well as non-qualified
options. The 1992 Option Plan is administered by the Stock Option Committee
("Option Committee"), which is appointed by the Board of Directors. The Option
Committee selects the key employees,

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officers and directors of the Company and its affiliates to whom options are
granted. The current members of the Option Committee are Messrs. Daniel C.
Arnold (Chairman), James B. Hoover and Albert L. Rosen.

Incentive stock options (those intended to qualify for special tax
treatment under the Code) granted under the 1992 Option Plan may be granted only
to employees of the Company or a corporate subsidiary and at a per share
exercise price of not less than the fair market value of a share of common stock
on the date of grant. The exercise prices of non-qualified options granted under
the 1992 Option Plan are determined by the Option Committee upon each grant (but
may not be less than the par value of a share of the Company's common stock).
The Option Committee determines which eligible individuals receive options and
how many are issued. Currently, options covering no more than 200,000 shares of
common stock of the Company may be granted under the 1992 Option Plan to any
officer or other employee during any calendar year. The maximum option term for
an incentive option is 10 years from the date of grant. No incentive option may
be granted more than 10 years after the effective date of the 1992 Option Plan.
No person may be granted an incentive option if, at the time of the grant, such
person owns, directly or indirectly, more than 10% of the total combined voting
power of the Company or of any affiliate unless the option price is at least
110% of the fair market value of the common stock on the date of grant of the
option and the exercise period of such incentive option is by its terms limited
to five years. Payment for shares purchased under the 1992 Option Plan may be
made either in cash or cash equivalents or by exchanging shares of common stock
of the Company with a fair market value equal to or less than the total option
price plus cash for any difference, as determined in the discretion of the
Option Committee.

If an employee's employment with the Company or an affiliate terminates
by reason of death or disability, his or her options, to the extent then
exercisable, may be exercised within one year after such death or disability. If
the optionee's employment terminates for any reason other than death or
disability, options held by such optionee terminate 30 days after the date of
such termination unless otherwise provided in the option agreement. The Option
Committee may extend the period during which the options may be exercised.

Options granted under the 1992 Option Plan are exercisable during an
optionee's lifetime only by the optionee or the optionee's guardian or legal
representative. Options are not transferable other than by will or the laws of
descent and distribution. Further, shares of common stock issued upon exercise
of an option may not be transferred until after six months from the date the
option is granted.

Subject to the terms and conditions of and within the limitations of
the 1992 Option Plan, the Option Committee may modify, extend or renew
outstanding options granted under the 1992 Option Plan, or accept the surrender
of options and authorize the granting of new options under the 1992 Option Plan
in substitution therefor.

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If the outstanding shares of the Company's common stock are increased
or decreased by reason of a stock dividend or split, combination, exchange of
shares, or other recapitalization, merger or otherwise, in which the Company is
the surviving corporation, or by reason of a spin-off of a part of the Company
into a separate entity, or assumptions and conversions of outstanding grants due
to the acquisition by the Company of a separate entity, an appropriate and
proportionate adjustment will be made in the aggregate number and class of the
reserved shares, in the number and class of shares subject to each outstanding
option, and the per share exercise price of each outstanding option shall be
automatically adjusted to equitably reflect the effect of such change.

Adjustments to account for changes in capitalization will be made by
the Board, whose determination in that respect will be conclusive. No fractional
shares of common stock will be issued under the 1992 Option Plan on account of
any such adjustment, and any fractions resulting from any such adjustment will
be rounded downward to the nearest whole share.

Except as otherwise provided in the option agreement, upon any
dissolution or liquidation of the Company, or upon a merger or consolidation in
which the Company is not the surviving corporation, or upon any transaction by a
third party which results in any person owning 50% or more of the total combined
voting power of all classes of stock of the Company, the 1992 Option Plan and
the options issued thereunder will terminate, unless provision is made in
connection with such transaction for the continuation of the 1992 Option Plan
and/or the assumption of the options or for the substitution for such options of
new options covering the stock of a successor corporation or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and the per share exercise price. In the event of such termination, all
outstanding options shall be exercisable in full during such period immediately
prior to the occurrence of such termination as the Board of Directors in its
discretion shall determine.

The Board of Directors of the Company at any time may amend the 1992
Option Plan as to shares of common stock as to which options have not been
granted. However, the approval of the Company's stockholders is required for any
amendment that would (1) increase the aggregate number of shares of common stock
as to which options may be granted (other than adjustments upon changes in
capitalization); (2) increase the maximum period during which options may be
exercised; or (3) extend the effective period of the 1992 Option Plan. The Board
at any time may terminate or suspend the 1992 Option Plan. No termination,
suspension or amendment of the 1992 Option Plan may, without the consent of the
optionee to whom an option has been granted, alter or impair any of the rights
of the holder of the option.

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FEDERAL INCOME TAX CONSEQUENCES OF THE 1992 OPTION PLAN

The grant of an option will not be a taxable event for the optionee or
the Company.

Incentive Options. An optionee will not recognize taxable income upon
exercise of an incentive option, and any gain realized upon a disposition of
shares of stock received pursuant to the exercise of an incentive option will be
taxed as long-term capital gain if the optionee holds the shares for at least
two years after the date of grant and for one year after the date of exercise.
However, the excess of the fair market value of stock subject to an incentive
option on the exercise date over the option exercise price will be included in
the optionee's alternative minimum taxable income in the year of exercise for
purposes of the alternative minimum tax. An optionee may be entitled to a credit
against regular tax liability in future years for minimum taxes paid with
respect to the exercise of incentive options. The Company will not be entitled
to any compensation expense deduction with respect to the grant or exercise of
an incentive option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax
treatment, the optionee generally must be an employee of the Company or a
corporate subsidiary from the date the option is granted through a date within
three months before the date of exercise of the option. In the case of an
optionee who is disabled or who dies, the three-month period for exercise
following termination of employment is extended to one year. In the case of an
employee who dies, the holding period for stock received pursuant to the
exercise of the option is waived.

If all of the foregoing requirements are met except for the one-year or
two-year holding period mentioned above, the optionee will recognize ordinary
income upon the disposition of the stock in an amount equal to the excess of the
fair market value of the stock at the time the option was exercised over the
option exercise price. The balance of the realized gain, if any, will be capital
gain. The Company will be allowed a compensation expense deduction to the extent
the optionee recognizes ordinary income.

Non-qualified Options. Upon exercising a non-qualified option, an
optionee will recognize ordinary income in an amount equal to the difference
between the exercise price and the fair market value of the stock on the date of
exercise (or, if the optionee is subject to certain restrictions imposed by the
securities laws, upon the lapse of those restrictions, unless the optionee makes
a special tax election within 30 days after exercise to have income determined
without regard to the restrictions). If the Company complies with applicable
reporting requirements, it will be entitled to a compensation expense deduction
in the same amount and generally in the same year as the optionee recognizes
ordinary income. Upon a subsequent sale or exchange of shares acquired pursuant
to the exercise of a non-qualified option, the optionee will have taxable gain
or loss, measured by the difference between the amount realized on the
disposition and the tax basis of the shares (generally, the amount paid for the
shares plus the amount treated as ordinary income at the time the option was
exercised).

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APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION
(PROPOSAL 3)

Under the Articles of Incorporation, filed with the Nevada Secretary of
State on April 1, 1992 and not amended subsequent to such date, the Company is
currently authorized to issue 10,500,000 shares of capital stock, consisting of
(i) 500,000 shares of preferred stock, par value $0.01 per share, and (ii)
10,000,000 shares of common stock, par value $0.01 per share. In December 2000,
the Board of Directors declared a two-for-one stock split effected as a dividend
of one share of Company common stock for each outstanding share of Company
common stock, as well as appropriate adjustments in the number of shares of
Company common stock reserved for future issuance, all of which resulted in
fewer than 700,000 shares of Company common stock being available for issuance
by the Company out of the 10,000,000 shares authorized.

PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION

The Board of Directors has voted, subject to stockholder approval at
the Annual Meeting, to amend the Articles of Incorporation to increase the
authorized common stock of the Company to 20,000,000 shares and maintain the
number of authorized shares of preferred stock of the Company at 500,000.

REQUIRED VOTE

The approval by the affirmative vote of a majority of the outstanding
shares is required to approve the proposed amendment to the Articles of
Incorporation to increase the authorized common stock of the Company to
20,000,000 shares and maintain the number of authorized shares of preferred
stock of the Company at 500,000. THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF
SUCH AMENDMENT.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Company appointed KPMG LLP as the
Company's independent auditors effective September 27, 1999. KPMG LLP replaced
Ernst & Young LLP, which served as the Company's independent auditors since
1992. Ernst & Young LLP was dismissed effective September 27, 1999.

The report issued by Ernst & Young LLP on the Company's financial
statements for fiscal 1998 did not contain any adverse opinion or a disclaimer
of opinion, or any qualification or modification as to uncertainty, audit scope,
or accounting principles.

The decision to change the Company's independent auditors to KPMG LLP
was recommended by the Audit Committee of the Board of Directors of the Company
and then ratified by the full Board of Directors.

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During the Company's two most recent fiscal years, including the
interim period preceding the dismissal of Ernst & Young LLP, there were no
disagreements with Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Ernst & Young LLP, would have
caused it to make reference to the subject matter of the disagreement in
connection with its reports.

Representatives of KPMG LLP are expected to be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions.

STOCK OWNED BY MANAGEMENT

The following table sets forth information as of April 10, 2001 with
respect to the shares of the Company's common stock beneficially owned by each
director of the Company, each nominee for election as a director of the Company,
the Company's Chief Executive Officer and the Named Executive Officers and by
all directors and executive officers as a group.

[Download Table]

AMOUNT AND PERCENT OF
NAME OF NATURE OF COMMON STOCK
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(a) OUTSTANDING
---------------- ----------------------- -------------

Daniel C. Arnold 283,668(b) 4.21%
Director

Mark J. Brookner 397,500(d) 5.90
Vice Chairman of the Board

Bruce D. Broussard 42,168 *
Director

James B. Hoover 188,668 2.80
Director

Marlin W. Johnston 102,668 1.53
Director

J. Livingston Kosberg 954,160(d) 14.41
Chairman of the Board

Albert L. Rosen 183,668(c) 2.74
Director

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[Download Table]

Eddy J. Rogers, Jr.
Director Nominee 0 N/A

Roy W. Spradlin 351,500(d) 5.04
President, Chief Executive
Officer and Director

Michael Lang 52,900 *
Senior Vice President
of Development

J. Michael Mullin 7,500 *
Chief Financial Officer

Stephen Rosenbloom 117,500 1.74
Senior Vice President of Marketing

All directors and 2,681,900 34.83
executive officers as
a group (12 persons)

----------

* Less than 1%.

(a) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934
(the "1934 Act"), a person is deemed to be the beneficial owner, for
purposes of this table, of any shares of the Company's common stock if
he has or shares voting power or investment power with respect to such
security, or has the right to acquire beneficial ownership at any time
within 60 days from April 10, 2001. As used herein, "voting power" is
the power to vote or direct the voting of shares and "investment power"
is the power to dispose or direct the disposition of shares. All
persons shown in the table above have sole voting and investment power,
unless otherwise indicated. This table includes 1,076,240 shares of
common stock subject to outstanding options which are exercisable
within 60 days from April 10, 2001. Of such shares, Messrs. Arnold,
Brookner, Broussard, Hoover, Johnston, Rosen, Spradlin, Lang, Mullin
and Rosenbloom hold options to purchase 108,668, 115,000, 42,168,
108,668, 88,668, 88,668, 347,500, 51,900, 7,500 and 117,500 shares,
respectively.

(b) Includes 125,000 shares owned by the Arnold Family Limited Partnership
and 50,000 shares owned by the Arnold 1997 Limited Partnership. Mr.
Arnold is the managing general partner of the Arnold Family Limited
Partnership and the Arnold 1997 Limited Partnership. As such, he has
shared voting and dispositive power over the shares held by the two
partnerships. Mr. Arnold disclaims beneficial ownership of these
securities except to the extent of his pecuniary interest therein.

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(c) Includes 95,000 of Company common stock held by the Rosen Family Trust.
Mr. Rosen serves as a trustee for the Rosen Family Trust.

(d) See "Principal Holders of Voting Securities."

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth information as of April 10, 2001 with
respect to the ownership of shares of common stock by the persons known to
management to be the beneficial owners of more than 5% of the Company's
outstanding common stock. The information is based on the most recent statements
on Schedule 13D or 13G filed on behalf of such persons or on other information
available to the Company.

[Download Table]

AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
------------------- -------------------- ------------

Mark J. Brookner 397,500(a) 5.90%
3040 Post Oak Blvd., Suite 222
Houston, Texas 77056

J. Livingston Kosberg 954,160(b) 14.41
3040 Post Oak Blvd., Suite 222
Houston, Texas 77056

Roy W. Spradlin 351,500(c) 5.04
3040 Post Oak Blvd., Suite 222
Houston, Texas 77056

J. Carlo Cannell d/b/a 717,200(d) 10.83
Cannell Capital Management
600 California Street, Floor 14
San Francisco, California 94108

Clarence E. Mayer 675,000(e) 10.19
109 North Post Oak Lane, Suite 300
Houston, Texas 77024

Richard C.W. Mauran 850,000(f) 11.77
Sloan Financial Corporation
31 Burton Ct
Franklins Row
London, SW 3, England

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----------

(a) Includes 150,000 shares of Company common stock held individually in
Mr. Brookner's name, 115,000 stock options held by Mr. Brookner,
112,500 shares held by the Dolores Wilkenfeld Trust, 6,668 shares held
by the Robin Kosberg Elkin Trust, 6,666 shares held by the Lori Kosberg
Trust and 6,666 shares held by the Wendy Kosberg Starr Trust. Mr.
Brookner serves as trustee for the Dolores Wilkenfeld Trust, the Robin
Kosberg Elkin Trust, the Lori Kosberg Trust and the Wendy Kosberg Starr
Trust.

(b) The reported share amount includes 834,160 shares held by the
Livingston Kosberg Trust, 40,000 shares held by the Kosberg Foundation
Charitable Trust, 60,000 shares held by the Lewis Wilkenfeld Trust and
20,000 shares held individually in Mr. Kosberg's name. Mr. Kosberg is
the trustee and the income beneficiary of the Livingston Kosberg Trust
and the trustee of the Kosberg Foundation Charitable Trust and the
Lewis Wilkenfeld Trust. The reported share amount excludes 2,340 shares
held by Mr. Kosberg's wife for which Mr. Kosberg disclaims beneficial
ownership.

(c) Includes 4,000 shares of Company common stock held individually in Mr.
Spradlin's name and 347,500 stock options held by Mr. Spradlin.

(d) The Schedule 13G of J. Carlo Cannell d/b/a Cannell Capital Management
dated November 17, 1998 states that Cannell Capital Management has
shared voting and shared dispositive power over the entire number of
such shares; Tonga Partners, L.P. has sole voting and sole dispositive
power over 362,200 shares; Pleiades Investment Partners, L.P. has sole
voting and sole dispositive power over 53,000 shares; The Cuttyhunk
Fund Limited has sole voting and sole dispositive power over 225,000
shares; Canal, Ltd. has sole voting and sole dispositive power over
59,200 shares; Goldman Sachs Performance Partners (Offshore), L.P. has
sole voting and sole dispositive power over 6,000 shares and Goldman
Sachs Performance Partners, L.P. has sole voting and sole dispositive
power over 11,800 shares. Mr. Cannell is a general partner of Tonga
Partners, L.P. and is the investment advisor of each of the other named
entities.

(e) The Schedule 13G of Mr. Mayer dated February 8, 2001 states that he has
sole voting and sole dispositive power over the entire number of such
shares.

(f) Includes 167,332 shares of Company common stock owned by Sloan
Financial Corporation ("Sloan Financial"), of which Mr. Mauran is the
controlling stockholder, 600,000 shares of Company common stock that
may be acquired by Sloan Financial upon conversion of $3,000,000
aggregate principal amount of the Company's outstanding 8% Convertible
Subordinated Notes, Series C,

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due June 30, 2004 owned by Sloan Financial and 82,668 shares held
individually in Mr. Mauran's name. Sloan Financial and Mr. Mauran
possess shared voting and shared dispositive power over the entire
number of such shares.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS TO BE
PRESENTED AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS

Any proposal intended to be presented by any stockholder for action at
the 2002 Annual Meeting of Stockholders of the Company must be received by the
Company on or before December 28, 2001 in order for the proposal to be
considered for inclusion in the proxy statement and form of proxy relating to
the 2002 Annual Meeting. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and form of proxy relating to the
2002 Annual Meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matters to be presented for action by the
stockholders at the 2001 Annual Meeting. If, however, any other matters not now
known are properly brought before the meeting, the persons named in the
accompanying proxy will vote such proxy in accordance with the determination of
a majority of the Board of Directors.

By Order of the Board of Directors

Dorothy N. Flato
Corporate Secretary and Treasurer

Houston, Texas
April 27, 2001

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U.S. PHYSICAL THERAPY, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- MAY 23, 2001

THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of U.S. Physical Therapy, Inc. (the
"Company") hereby appoints J. Livingston Kosberg and Dorothy N. Flato, and each
of them, with full power of substitution in each, as proxies to cast all votes,
as designated below, which the undersigned stockholder is entitled to cast at
the 2001 Annual Meeting of Stockholders of the Company to be held on Wednesday,
May 23, 2001, at 9:00 a.m. (CDT), at the Company's office at 3040 Post Oak
Boulevard, Suite 222, Houston, Texas, and at any adjournments thereof, upon the
following matters.

This proxy will be voted as directed by the undersigned stockholder.
UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3 AND IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS AS TO
OTHER MATTERS.

The undersigned stockholder hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement, and hereby revokes any proxy or proxies
heretofore given. This proxy may be revoked at any time before its exercise.

(continued and to be signed and dated on reverse side)

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(1) Election of nine directors for one-year terms. Nominees: J. Livingston
Kosberg, Mark J. Brookner, Roy W. Spradlin, Daniel C. Arnold, Bruce D.
Broussard, James B. Hoover, Marlin W. Johnston, Albert L. Rosen and
Eddy J. Rogers, Jr.

FOR all nominees listed WITHHOLD AUTHORITY
above (except as marked to vote for all nominees
to the contrary below). listed.
[ ] [ ]

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PRINT
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

----------

(2) Approval under the Company's 1992 Stock Option Plan to increase by
340,000 the number of shares of Company common stock reserved for
issuance under the 1992 Stock Option Plan.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(3) Approval to amend the Articles of Incorporation to increase the
authorized common stock of the Company to 20,000,000 shares and
maintain the number of authorized shares of preferred stock of the
Company at 500,000.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(4) As determined by a majority of the Company's Board of Directors, the
proxies are authorized to vote upon such other business as may properly
come before the meeting, or any adjournments thereof.

Please date and sign exactly as
name appears hereon and return in
the enclosed envelope.

Date:
-----------------------------

-----------------------------------
Signature of Stockholder or
Authorized Representative
(Only one signature is required in
the case of stock ownership in the
name of two or more persons.)

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APPENDIX A

AUDIT COMMITTEE CHARTER
U.S. PHYSICAL THERAPY, INC.

PURPOSE

The audit committee of the board of directors shall assist the board in
monitoring (1) the integrity of the financial statements of the Company, (2) the
Company's compliance with legal and regulatory requirements and (3) the
independence and performance of the Company's internal and external auditors.

COMPOSITION

Effective no later than June 14, 2001, the membership of the audit committee
shall consist of at least three members of the board of directors, who shall
serve at the pleasure of the board of directors and be appointed by the full
board of directors, and who shall meet the following criteria:

1. Each member of the audit committee must be an "independent
director" within the meaning of the applicable rules of The
Nasdaq Stock Market, Inc. as in effect on June 14, 2001.

2. Each member of the audit committee must be able to read and
understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow
statement, or become able to do so within a reasonable period
of time after his or her appointment to the audit committee.

3. At least one member of the audit committee shall have past
employment experience in finance or accounting, requisite
professional certification in accounting, or other comparable
experience or background which results in the individual's
financial sophistication, including being or having been a
chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities.

4. Notwithstanding paragraph 1, one director who is not
independent as defined in the applicable rules of The Nasdaq
Stock Market, Inc., and is not a current employee or an
immediate family member of such employee, may serve on the
audit committee, if the full board, under exceptional and
limited circumstances, determines that (i) the membership on
the committee by the individual is required by the best
interests of the Company and its stockholders, and (ii) the
circumstances that cause the director not to meet the
independence requirements would not interfere with the
director's exercise of independent judgment, and the board
discloses, in the next annual

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proxy statement subsequent to such determination, the nature
of the relationship and the reasons for that determination.

Prior to June 14, 2001, the membership of the audit committee shall consist of
at least two members of the board of directors, who shall serve at the pleasure
of the board of directors and be designated by the full board of directors, and
who shall be "independent directors" within the meaning of the applicable rules
of The Nasdaq Stock Market, Inc. as in effect prior to that date. These rules
define an "independent director" as a person other than an officer or employee
of the Company or its subsidiaries or any other individual having a relationship
which, in the opinion of the Company's board of directors, would interfere with
the exercise of independent judgment in carrying out responsibilities.

RESPONSIBILITIES

In meeting its responsibilities, the audit committee is expected to:

1. Make regular reports to the board.

2. Review and reassess the adequacy of the committee's charter
annually and recommend any proposed changes to the board of
directors for approval.

3. Review the annual audited financial statements with
management, including major issues regarding accounting and
auditing principles and practices as well as the Company's
system of internal controls.

4. Determine whether to recommend to the board of directors that
the annual audited financial statements be included in the
Company's annual report on Form 10-K.

5. Review with management and the Company's independent auditors
any significant financial reporting issues raised by
management or the auditors in connection with the preparation
of the Company's annual audited financial statements.

6. Review proposed major changes to the Company's auditing and
accounting principles and practices that are brought to the
attention of the audit committee by independent auditors,
internal auditors or management.

7. Recommend to the board of directors the independent auditors
to be engaged.

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8. Obtain from the independent auditors a formal written
statement delineating all relationships between the
independent auditors and the Company, consistent with
Independence Standards Board Standard 1.

9. Actively engage in a dialogue with the independent auditors
with respect to any disclosed relationships or services that
may impact the objectivity and independence of the independent
auditors.

10. Take, or recommend that the full board of directors take,
appropriate action to oversee the independence of the
independent auditors.

11. Review the performance of the independent auditors and, if so
determined by the audit committee, recommend that the board
replace the independent auditors.

12. Review the appointment and replacement of the senior internal
auditing executive, if any.

13. Review any significant reports to management prepared by the
internal auditing department, if any, and management's
responses.

14. Meet with the independent auditors prior to the audit to
review the planning and staffing of the audit.

15. Discuss with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61
relating to the conduct of the audit.

16. Review with the independent auditors any management letter
provided or to be provided by the auditors and management's
response to that letter.

17. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual
proxy statement.

18. Review with the board as necessary in the audit committee's
judgment the Company's policies and procedures regarding
compliance with applicable laws and regulations and with the
Company's code of conduct, if any.

19. Review with counsel legal matters that are brought to the
audit committee's attention and that may have a material
impact on the financial statements, the Company's compliance
policies and material reports or inquiries received from
regulatory bodies.

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20. Meet at least annually with the chief financial officer, the
senior internal auditing executive, if any, and the
independent auditor in separate executive sessions.

POWERS

The audit committee shall have the power to conduct or authorize investigations
into any matters within the committee's scope of responsibilities. The committee
shall be empowered to retain independent counsel, accountants, or others to
assist it in the conduct of any investigation. The committee may ask members of
management or others to attend its meeting and provide pertinent information as
necessary.

RELATIONSHIP WITH AUDITORS AND BOARD OF DIRECTORS

The Company's independent auditors are ultimately accountable to the board of
directors of the Company and to the audit committee, as representatives of the
stockholders of the Company. The board of directors and the audit committee have
ultimate authority and responsibility to select, evaluate, and, where
appropriate, replace the independent auditors. While the audit committee has the
responsibilities and powers set forth in this charter, it is not the duty of the
audit committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. This is the responsibility of
management and independent auditors. Nor is it the duty of the audit committee
to conduct investigations, to resolve disagreements, if any, between management
and independent auditors or to assure compliance with laws and regulations and
the Company's code of conduct, if any.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	6/30/04	16	31	10-Q
	6/30/03	16		10-Q, 10-Q/A
	2/21/02	15
	12/28/01	31
	6/14/01	34	35
For Period End:	5/23/01	3	32	DEF 14A
	4/27/01	3	31	DEF 14A
Filed on:	4/12/01
	4/10/01	3	29
	3/31/01	7	22	10-Q
	3/30/01	22
	2/8/01	30		SC 13G/A
	1/5/01	13	15
	12/31/00	6	17	10-K, 10-K/A
	12/27/00	13	15
	9/27/99	26		8-K
	2/17/99	13
	11/17/98	30
	8/3/98	13
	5/26/98	13
	2/24/98	15
	2/21/97	15
	12/31/95	17
	4/1/92	26
				List all Filings

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Filing Submission 0000950129-01-002092 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

US Physical Therapy Inc/NV – ‘PRE 14A’ for 5/23/01

On: Thursday, 4/12/01, at 3:33pm ET · For: 5/23/01 · Accession #: 950129-1-2092 · File #: 33-47019

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents