LCA-Vision shareholder group seeks support for dissident slate

By Lisa Kerner

Charlotte, N.C., March 6 - The LCA-Vision Full Value Committee reached out to fellow LCA-Vision, Inc. shareholders in a letter on Friday, urging them to replace the company's current board of directors.

Dr. Stephen Joffe, LCA-Vision founder and former chief executive officer, formed the committee with LCA-Vision's former chief operating officer, Craig Joffe, and its former executive vice president of finance, Alan Buckey.

The shareholder group, with an 11% stake in LCA-Vision, began a consent solicitation to replace the Cincinnati-based laser vision correction services company's board with Stephen Joffe, Jason T. Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman. The solicitation will end on April 9.

"As stockholders with a significant amount of money at stake and the benefit of a long memory and deep operational knowledge of the business, we urge stockholders not to fall victim to the hollow promises you are hearing, yet again, from the board and management team," the letter to shareholders said.

The Full Value Committee said it believes the company's first-quarter 2009 procedure volume will decline "well in excess" of the 35% management projected, in comparison to the first quarter of 2008.

In addition, LCA-Vision's marketing costs per procedure in the first quarter of 2009 could exceed $500, the committee said.

"We believe that for the first time in over a decade, LCA-Vision will likely report a significant adjusted loss in the first quarter 2009, seasonally the company's strongest and most profitable quarter," the shareholder group said in its letter. "If so, this does not bode well for the rest of the year and management's latest set of promises."

The Full Value Committee was disappointed by one proxy advisory firm's recommendation that shareholders reject the dissident slate and said the unnamed firm lacks in-depth knowledge of the laser correction industry.

As previously reported, RiskMetrics Group/ISS and Glass, Lewis & Co. recommended that LCA-Vision stockholders vote to retain LCA-Vision's current directors and reject all proposals put forth by the shareholder group.

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