SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
Career Education Corporation
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(Name of Registrant as Specified In Its Charter)
Robert Steven Bostic
James E. Copeland, Jr.
R. William Ide
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(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 Rule 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
_________________________________________________________________________
2. Aggregate number of securities to which transaction applies:
_________________________________________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_________________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________________
5. Total fee paid:
_________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
6. Amount Previously Paid:
_________________________________________________________________________
7. Form, Schedule or Registration Statement No.:
_________________________________________________________________________
8. Filing Party:
_________________________________________________________________________
9. Date Filed:
_________________________________________________________________________
2006 ANNUAL MEETING OF STOCKHOLDERS
OF
CAREER EDUCATION CORPORATION
____________________________
PROXY STATEMENT
OF
R. STEVEN BOSTIC
____________________________
To my Fellow Career Education Corporation Stockholders:
This Proxy Statement and the accompanying BLUE Proxy Card are being
furnished to stockholders ("Stockholders") of Career Education Corporation
("CEC") in connection with the solicitation of proxies by Robert Steven Bostic
and the other Nominees (as defined below) to be used at the 2006 Annual Meeting
(the "Annual Meeting") of Stockholders of CEC to be held at 3:00pm, Central
Daylight Time, on Thursday, May 18, 2006 at the Chicago Marriott Northwest, 4800
Columbine Boulevard, Hoffman Estates, Illinois, and at any adjournments,
postponements or continuations thereof. This Proxy Statement and the BLUE Proxy
Card are first being furnished to Stockholders on or about April 19, 2006.
At the Annual Meeting, the Mr. Bostic will seek to elect to the Board of
Directors of CEC (the "Board") a slate of three nominees, comprised of Mr.
Bostic, James E. Copeland, Jr. and R. William Ide in opposition to the slate
proposed by the current Board. Each of the nominees (each a "Nominee" and,
collectively, the "Nominees") has consented, if elected, to serve as a director
of CEC and to being named in this Proxy Statement and in the Nominees' other
soliciting materials as a Nominee.
CEC has significant problems to resolve relating to pending litigation,
its probationary status with the Southern Association of Colleges and Schools
("SACS"), and investigations by the U.S. Department of Justice ("DOJ"), the US
Department of Education ("DOE"), and other regulatory bodies. We believe that
our Nominees are the best qualified candidates to lead CEC in a new direction,
solve many of the problems in which CEC is currently embroiled and create
Stockholder value.
THE NOMINEES ARE INDEPENDENT AND COMMITTED TO ACTING IN THE BEST INTEREST
OF ALL STOCKHOLDERS. WE BELIEVE THAT YOUR VOICE IN THE FUTURE OF CEC CAN BEST BE
EXPRESSED THROUGH THE ELECTION OF THE NOMINEES. ACCORDINGLY, WE URGE YOU TO VOTE
YOUR BLUE PROXY CARD FOR THE ELECTION OF MESSRS. BOSTIC, COPELAND, AND IDE.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES
AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT
THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON
YOUR BEHALF THE BLUE PROXY CARD AS SOON AS POSSIBLE.
IMPORTANT
The election of the Nominees requires the affirmative vote of a plurality
of the votes cast by Stockholders present in person or represented by proxy,
assuming a quorum is present or otherwise represented at the Annual Meeting. As
a result, your vote is extremely important in deciding the future of CEC. We
urge you to mark, sign, date and return the enclosed BLUE Proxy Card to vote FOR
the election of Messrs. Bostic, Copeland, and Ide.
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY CEC. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED BY DELIVERING A
LATER-DATED PROXY CARD, OR BY VOTING IN PERSON AT THE ANNUAL MEETING, OR BY
DELIVERING TO CEC (ATTENTION: JANICE L. BLOCK, SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY) A WRITTEN NOTICE STATING THAT THE PROXY IS REVOKED. SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.
If you have any questions about giving your proxy or require assistance,
please call:
INNISFREE M&A INCORPORATED
501 Madison Avenue - 20th Floor
New York, NY 10022
Stockholders Call Toll-Free: 1-877-750-9499
Banks or Brokers Call Collect: 1-212-750-5833
Only holders of record of CEC's voting securities as of the close of
business on March 21, 2006, the record date for the Annual Meeting (the "Record
Date"), are entitled to notice of and to vote at, the Annual Meeting and any
adjournments or postponements thereof. According to CEC's preliminary proxy
statement filed with the Securities and Exchange Commission (the "SEC") on April
5, 2006 under cover of Schedule 14A (the "CEC Preliminary Proxy Statement"), as
of the Record Date there were outstanding 98,139,223 shares of common stock, par
value $0.01 per share, of CEC ("Shares"). Stockholders of record at the close of
business on the Record Date will be entitled to one vote at the Annual Meeting
for each Share held on the Record Date.
As of March 28, 2006, the Nominees and their affiliates collectively may
be deemed to beneficially own an aggregate of 1,081,340 Shares, representing
approximately 1.1% of the reported outstanding Shares. The Nominees and their
affiliates intend to vote such Shares FOR the election of the Nominees.
PLEASE VOTE FOR MESSRS. BOSTIC, COPELAND AND IDE BY RETURNING YOUR
COMPLETED BLUE PROXY CARD TODAY.
BACKGROUND
In 1995, Mr. Bostic founded the holding company that owned and operated
the American InterContinental University ("AIU"), an institution of higher
education accredited by SACS consisting of seven branch campuses, and merged his
holdings in AIU with CEC in 2001. Mr. Bostic is currently the beneficial owner
of 1,081,340 Shares, representing approximately 1.1% of the reported outstanding
Shares, which he received in connection with the merger of EduTrek
International, Inc. ("EduTrek") with and into CEC. EduTrek was a holding company
that owned and operated the American InterContinental University ("AIU"). At the
time of the merger, AIU was fully accredited by SACS and had no pending
regulatory probes.
Since CEC has been run by the current management team, it has been the
subject of numerous investigations, sanctions, and lawsuits, which the Nominees
believe have hurt CEC's student population and the Stockholders. In September of
2004, CEC announced that the DOJ was conducting an investigation concerning CEC,
which is ongoing. In June of 2005, the DOE notified CEC that it was reviewing
CEC's consolidated financial statements and annual compliance audit opinions for
the years 2000 through 2003 and that it was initiating school program reviews at
certain of CEC's educational institutions. On December 6, 2005, the Commission
on Colleges ("COC") of SACS placed AIU on probationary status for a period of
twelve months for numerous violations of SACS' Principles of Accreditation,
including regulations relating to "integrity". Probation applies to the entire
institution, including all programs, branch campuses and off-campus sites as
well as AIU's distance learning program. As stated in COC's Disclosure Statement
dated December 14, 2005, regarding the status of AIU, "probation is COC's most
serious sanction, short of loss of membership, and is imposed on an institution
for failure to correct deficiencies of significant non-compliance." In October
of 2005, CEC's Texas Culinary Acadamy ("TCA") was reviewed by the Texas Higher
Education Coordinating Board ("THECB") for compliance with certain Texas
education laws, and TCA was given 90 days to perform remediation or risk losing
degree-granting authority. CEC's Lehigh Valley College ("Lehigh Valley") is
currently being reviewed by the Bureau of Consumer Protection of the Office of
the Attorney General in Pennsylvania ("Pennsylvania AG"). The Pennsylvania AG
has requested certain documents from Lehigh Valley, including information
relating to Lehigh Valley's recruitment practices, student complaints, and
financial aid policies and procedures, which CEC provided to the Pennsylvania AG
in August of 2005. The California Bureau for Private Postsecondary and
Vocational Education ("BPPVE") has sought to place CEC's Brooks Institute for
Photography ("BIP") on conditional approval to operate, which would result in,
among other things, limitations on BIP's right to enroll students until BIP
verifies and discloses certain placement information for each 2003 graduate,
provides certain assurances about information to be described in manuals used
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by admissions representatives and provides restitution to all students from May
4, 1999 to present. In a press release dated March 16, 2006, CEC announced that
a trial judge ruled that the BPPVE improperly issued BIP the Notice, and that
the Notice is invalid. The California Department of Consumer Affairs, which
oversees the BPPVE, notified BIP that it has not adopted the judge's ruling and
has requested additional briefing before deciding whether to adopt, reject, or
change the administrative law decision. In May of 2005, CEC's Sanford Brown
Institute-Iselin ("SBI-Iselin") received a letter from the New Jersey Department
of Labor and Workforce Development ("DLWD") expressing concerns regarding
allegations against SBI-Iselin reported in a 60 Minutes segment that aired on
January 30, 2005 and requesting an explanation of the issues raised in the 60
Minutes story and an argument that would convince the DLWD that SBI-Iselin
should be allowed to continue to operate. SBI-Iselin submitted a formal written
response to the DLWD in July 2005 and received verbal confirmation that they
could proceed with SBI-Iselin's application submission in September 2005. In
January 2006, SBI-Iselin submitted its license renewal application to DLWD for
review and is awaiting a response. In addition, CEC and certain members of its
senior management are the subject of numerous lawsuits brought by stockholders,
current and former students, and employees. Disclosure regarding all of the
foregoing investigations, inquiries and litigation can be found in greater
detail in CEC's most recent Form 10-K for the fiscal year ending December 31,
2005 and in CEC's other public filings with the SEC. Although it is difficult to
assign specific costs to these problems we know CEC is trading at a price to
earnings ratio level substantially below many of its peers (see "Market
Performace" below).
In April of 2005, due to his concern about the numerous regulatory actions
and lawsuits confronting CEC, as well as the fact that CEC's Shares were trading
at a substantial discount to their peers in the education sector, Mr. Bostic
submitted four stockholder proposals to be voted upon at CEC's 2005 annual
meeting and solicited proxies from CEC's Stockholders in connection with those
proposals. Mr. Bostic's proposals, intended to improve CEC's corporate
governance, were to (1) withhold authority for each of CEC's three nominees for
re-election to the Board, (2) declassify the Board, (3) grant Stockholders
holding one-third of the outstanding Shares the right to call a meeting of
Stockholders and (4) repeal CEC's stockholder rights plan, or "poison pill". Mr.
Bostic's proposals were publicly endorsed Institutional Shareholder Services
("ISS") and Glass Lewis & Co. ("Glass Lewis"), two leading independent proxy
advisory firms. In addition, a third leading independent proxy advisory firm,
Proxy Governance Inc., recommended that Stockholders withhold their vote from
CEC's three nominees and that Stockholders vote in favor of Mr. Bostic's
proposal to grant Stockholders holding one-third of the outstanding Shares the
right to call a meeting of Stockholders. In its report dated May 13, 2005
prepared in response to the stockholder proposals submitted by Mr. Bostic in
2005, Glass Lewis made the following statements:
"For shareholders, the last eighteen months at Career Education has been a
nightmare that most would love to forget, in our opinion. The stock is
down more than 60%, the Company is under investigation by no less than
four federal agencies, the board and the Company are being sued in
securities class actions and employment lawsuits, some have accused key
members of management of timing sales of stock suspiciously well, the
Company has been forced to restate three years of financials and key
accreditation bodies are threatening to pull credentials that are
essential to the Company continuing to do business. We are aware of few
companies with as many bad marks... The Company and its schools judge
student performance every day; at the annual meeting, we believe
shareholders have their chance to turn the tables and declare that the
Company has abjectly failed its owners."
None of the proxy advisory firms referenced above have, as of yet, taken a
position with regard to the matters to be voted upon at the Annual Meeting. In
its annual report on the 2005 proxy season, ISS noted that at CEC's 2005 annual
meeting, 69% of votes cast were withheld from CEC's three nominees. ISS further
noted that this "withhold percentage appears to be the highest ever recorded."
In spite of the overwhelming withhold vote against CEC's three nominees, all
were elected to the Board. The Board accelerated the termination of CEC's
shareholder rights plan, or "poison pill", which expired on August 15, 2005.
Until faced with another proxy contest, CEC took the position that Mr. Bostic's
remaining proposals were non-binding and took no action to implement them.
Since the 2005 annual meeting, the problems afflicting CEC have not
improved and appear to have worsened in light of AIU's probationary status.
CEC's stock price continues to languish relative to the price to earnings ratio
levels of its peers in the education sector (see "Market Performance"). In Mr.
Bostic's view, CEC's recently announced amendments to its organizational
documents do not go far enough toward implementing the
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corporate governance reforms that were proposed by Mr. Bostic and so strongly
endorsed by CEC's Stockholders at the last annual meeting. Mr. Bostic believes
that CEC's Board needs strong, independent advocates for shareholder rights and
good corporate governance. In Mr. Bostic's view, the current Board has failed
the Stockholders and change is urgently required. In addition, while the three
current directors whose terms expire this year and who have been nominated by
CEC for re-election at the 2006 annual meeting may technically satisfy the
NASDAQ National Market's criteria for director independence, they have been
selected by a Nominating and Governance Committee with ties to CEC's senior
management. Thomas Lally, the Chairman of the Nominating and Governance
Committee, is the former President of Heller Equity Capital Corporation, a
venture capital firm that also formerly employed John Larson, CEC's President
and Chief Executive Officer, as well as Patrick Pesch, CEC's Executive Vice
President and Chief Financial Officer.
On February 8, 2006, Mr. Bostic sent a letter to Mr. Larson expressing his
disappointment with the failure by CEC's Board and management to expeditiously
take the actions Mr. Bostic believes are necessary to restore CEC's damaged
reputation, enhance the quality of educational standards and programs that are
critical to CEC's success, and to address and resolve in a timely way the
regulatory and operational problems weighing on CEC. In his letter, Mr. Bostic
also requested a public response from CEC not later than February 13, 2006 to
seven specific questions about CEC's plans for reforms to address its ongoing
regulatory and operational problems. On February 8, 2006, CEC sent a letter to
Mr. Bostic's counsel stating that CEC would not comment on the issues raised in
the letter prior to CEC's earnings call, scheduled for February 15, 2006. On
February 10, 2006, Mr. Bostic issued a press release announcing his intent to
nominate an alternate slate of three directors for election to CEC's Board at
the 2006 annual meeting, and on February 16, 2006 Mr. Bostic formally notified
CEC of his intention to nominate Messrs. Copeland and Ide, in addition to
himself, for election to the Board at CEC's 2006 annual meeting.
MARKET PERFORMANCE
CEC's stock price continues to languish relative to the price to earnings
ratio levels of its peers in the education sector. CEC's preliminary proxy
statement filed on March 22, 2006 contains "an index of peer companies" which
CEC has selected for the purposes of comparing cumulative total returns of CEC
against the returns of such "peer companies". The "peer companies" selected by
CEC are the following: Apollo Group Inc. ("APOL"), Corinthian Colleges, Inc.
("COCO"), DeVry Inc. ("DV"), Education Management Corporation ("EDMC"), ITT
Educational Services, Inc. ("ESI"), and Strayer Education, Inc. ("STRA"). We
have set forth below a graph comparing CEC's price to earnings ratio to those of
the "peer companies" identified by CEC in its preliminary proxy statement.
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CEC vs. Peer Group P/E Ratios (Quarterly) - Last 2 Years
[GRAPHIC OMITTED - Line Chart]
CEC APOL COCO
Date Pe Ratio Date Pe Ratio Date Pe Ratio
3/31/2004 42.2015 3/31/2004 55.5871 3/31/2004 37.5114
6/30/2004 30.5772 6/30/2004 51.3314 6/30/2004 27.337
9/30/2004 17.4417 9/30/2004 39.2353 9/30/2004 15.6744
12/31/2004 21.8579 12/31/2004 40.1542 12/31/2004 22.1706
3/31/2005 16.7122 3/31/2005 34.77 3/31/2005 18.7143
6/30/2005 16.6409 6/30/2005 33.4274 6/30/2005 16.8026
9/30/2005 15.2618 9/30/2005 26.8785 9/30/2005 19.5147
12/30/2005 14.5095 12/30/2005 22.8937 12/30/2005 20.2931
3/31/2006 16.2349 3/31/2006 18.8824 3/31/2006 24.8276
DV EDMC ESI
Date Pe Ratio Date Pe Ratio Date Pe Ratio
3/31/2004 38.1646 3/31/2004 33.3298 3/31/2004 22.446
6/30/2004 33.439 6/30/2004 31.9029 6/30/2004 24.529
9/30/2004 30.4559 9/30/2004 24.6667 9/30/2004 20.8382
12/31/2004 31.5636 12/31/2004 27.9661 12/31/2004 24.6373
3/31/2005 36.3846 3/31/2005 21.5348 3/31/2005 23.8916
6/30/2005 45.0226 6/30/2005 24.8398 6/30/2005 24.9626
9/30/2005 37.9482 9/30/2005 22.5786 9/30/2005 21.8363
12/30/2005 35.5872 12/30/2005 22.0766 12/30/2005 25.1532
3/31/2006 40.516 3/31/2006 27.4063 3/31/2006 27.2553
STRA
Date Pe Ratio
3/31/2004 50.1974
6/30/2004 44.9879
9/30/2004 44.751
12/31/2004 40.0693
3/31/2005 38.8082
6/30/2005 28.5629
9/30/2005 30.2949
12/30/2005 28.7423
3/31/2006 31.3681
Source: Bloomberg, April 19, 2006
Mr. Bostic believes that CEC's positive revenue and earnings growth over the
last several years have been largely counterbalanced by the numerous problems in
which CEC has been embroiled, as evidenced by CEC's lower price to earnings
ratio relative to its peers in the education sector. Mr. Bostic believes that
until CEC has new leadership and a fresh approach to solving its problems, CEC's
price to earnings ratio will remain lower than its peers. No assurance can be
given that the election of Mr. Bostic's nominees will result in any increase in
CEC's price to earnings ratio.
WHY VOTE FOR MR. BOSTIC'S NOMINEES?
On December 6, 2005, COC of SACS placed AIU on probationary status for a
period of twelve months for fifteen violations of COC of SACS's Principles of
Accreditation. Among other findings, COC of SACS determined CEC not to be in
compliance with the "Prologue to Principles of Accreditation: (Integrity of
student academic records and accuracy in recruiting and admission practices)."
The portion of the Prologue to the Principles of Accreditation that discusses
"integrity" states:
"Integrity, essential to the purpose of higher education, functions
as the basic contract defining the relationship between the
Commission and each of its member institutions. It is a relationship
in which all parties agree to deal honestly and openly with their
constituencies and with one another. Without this commitment, no
relationship can exist or be sustained between the Commission and
its member institutions. The Commission's requirements, policies,
processes, procedures, and decisions are predicated on integrity.
The Commission on Colleges expects integrity to govern the operation
of institutions. Therefore, evidence of intentionally withholding
information, deliberately providing inaccurate information to the
public, or failing to provide timely and accurate information to the
Commission will be seen as the lack of a full commitment to
integrity and may result in the loss of membership in the Commission
on Colleges."
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As described above under "Background", on February 8, 2006, Mr. Bostic
sent a letter to John Larson, CEC's President and Chief Executive Officer,
requesting a public response from CEC not later than February 13, 2006 to seven
specific questions about CEC's plans for reforms to address its ongoing
regulatory and operational problems. CEC did not provide a response to any of
these questions. On February 15, 2006, CEC held its quarterly earnings call for
the fiscal year ended December 31, 2005. During the earnings call, CEC's
management again did not take the opportunity to address any of the questions
raised in Mr. Bostic's February 8, 2006 letter. In light of CEC's failure to
respond to any of Mr. Bostic's questions or to otherwise publicly disclose a
detailed plan for curing CEC's violations of the COC of SACS' Principles of
Accreditation in the time allotted by the COC of SACS, we believe that it is
legitimate for stockholders to question whether CEC's current management has a
credible plan for preserving CEC's accreditation by SACS.
We believe that the Nominees' qualifications and experience demonstrate
that they can bring to the Board the highest standards of integrity and a
commitment to good corporate governance. From 1995 to 2001, Mr. Bostic was the
Chairman and Chief Executive Officer of the holding company that owned AIU prior
to its acquisition by CEC. During that period, AIU was not cited for any
violations of COC of SACS' Criteria for Accreditation, the predecessor to COC of
SACS' Principles of Accrediation. To Mr. Bostic's knowledge, from 1995 to 2001,
AIU was not cited for, nor did it receive written notice of, non-compliance with
SACS criteria. Mr. Copeland is the former Chief Executive Officer of Deloitte &
Touche LLP and Deloitte Touche Tohmatsu (collectively "Deloitte & Touche") and
currently sits on the board of directors of three public companies. Since
approximately June 2003, Mr. Copeland has been a Senior Fellow for Corporate
Governance with the U.S. Chamber of Commerce. Mr. Ide is a partner of the law
firm McKenna Long & Aldridge LLP ("MLA") and has represented public companies in
a number of turnaround and transition situations in a range of industries and
market sectors, and he has experience addressing regulatory, competition,
capital markets issues. Mr. Ide was Counselor to the United States Olympic
Committee, for whom he oversaw the investigation of allegations of malfeasance
during the bid for the Salt Lake City Games and the development and
implementation of the Committee's correction strategies. Mr. Ide is also a
former President of the American Bar Association.
If elected, the Nominees intend to implement changes in CEC's management
policies to the extent necessary to ensure the following :
o That CEC's centrally administered quality control processes are
streamlined and efficient;
o That CEC's model for targeting and recruiting students results in the
admission of high-quality students;
o That CEC's curriculum development is at a level sufficient to result in
high student satisfaction and retention and a low level of bad debt write-offs;
o That CEC adheres to "best practices" for management training and
development in order to create high morale and minimize employee turnover; and
o That CEC's tuition rates and annual increases are set at levels
competitive with and comparable to peer institutions.
We believe that the implementation of these measures would increase the
price to earnings ratio of CEC.
The Nominees currently do not intend to propose that CEC enter into an
extraordinary transaction such as a merger, acquisition or sale of all CEC's
assets. However, the Nominees would consider such a transaction, consistent with
their fiduciary duties, if such a transaction were proposed.
PARTICIPANTS IN SOLICITATION OF PROXIES
The Nominees are the sole participants in the solicitation of proxies.
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Mr. Bostic is the beneficial owner of 456,970 Shares held in brokerage
accounts in his name. In addition, Mr. Bostic is the beneficial owner of 613,370
Shares held by the Robert Steven Bostic Revocable Trust, a Florida trust of
which Mr. Bostic is the sole trustee. Mr. Bostic is also the beneficial owner of
11,000 Shares held by The Bostic Family Foundation, a charitable foundation
administered by Mr. Bostic and members of his family. Other than these holdings,
neither Mr. Bostic nor any of his associates owns beneficially, directly or
indirectly, any securities of CEC or of any parent or subsidiary of CEC. In
aggregate, Mr. Bostic is the beneficial owner of 1,081,340 Shares, representing
approximately 1.1% of the reported outstanding Shares. Neither Mr. Bostic nor
his affiliates own beneficially, directory or indirectly, any additional
securities of CEC or of any parent or subsidiary of CEC.
Neither Mr. Copeland, nor any of his associates owns beneficially,
directly or indirectly, any securities of CEC or of any parent or subsidiary of
CEC.
Neither Mr. Ide, nor any of his associates owns beneficially, directly or
indirectly, any securities of CEC or of any parent or subsidiary of CEC.
Information concerning Messrs. Bostic, Copeland and Ide, including their
ages and business backgrounds, may be found below under the heading "PROPOSAL 1:
ELECTION OF DIRECTORS." Mr. Bostic's business address is White Oaks Capital LLC,
1600 Frederica Road #10, St. Simons Island, Georgia 31522. Mr. Copeland's
business address is 4359 Riverview Drive, Duluth, GA 30097. Mr. Ide's business
address is McKenna Long & Aldridge LLP, 303 Peachtree St. NE, Ste. 5300,
Atlanta, GA 30308.
OWNERSHIP OF NOMINEES
The following table sets forth the number of Shares beneficially owned by
each of the Nominees.
Percentage of
Number of Shares Outstanding
Name and Address Beneficially Owned Shares
-------------------------------------------------------- ------------------------------- ---------------------
R. Steven Bostic 1,081,340 1.1%
White Oaks Capital LLC
1600 Frederica Road #10
St. Simons Island, Georgia 31522
James E. Copeland, Jr. 0 0%
4359 Riverview Drive
Duluth, GA 30097
R. William Ide 0 0%
McKenna Long & Aldridge LLP
303 Peachtree St. NE, Ste. 5300
Atlanta, GA 30308
None of the Nominees may be deemed to be the beneficial owner (as that
term is defined in Rule 13d-3 under the Act) of more than 5% of the reported
outstanding Shares.
All transactions in the securities of CEC effected within the past two
years by the Nominees and their affiliates are contained in Appendix I attached
hereto.
OTHER INFORMATION
Other than as disclosed in this Proxy Statement, none of the Nominees is,
or was within the past year, a party to any contract, arrangement or
understanding with any person with respect to any securities of CEC, including,
but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies.
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None of the Nominees has any position or office with CEC.
Mr. Bostic has no arrangements or understandings with any person pursuant
to which he was selected to be a nominee.
Mr. Bostic has agreed to indemnify Messrs. Copeland and Ide against all
liabilities, costs and expenses (including reasonable legal fees and expenses)
incurred by them in connection with any threatened, pending or completed claim,
demand, action, suit or proceeding to which either Mr. Copeland or Mr. Ide is a
party or threatened to be made a party by reason of Mr. Copeland's or Mr. Ide's
nomination for election as a director of CEC, except for such liabilities,
costs, and expenses arising from either Mr. Copeland's or Mr. Ide's fraud, gross
negligence, or willful misconduct.
Mr. Bostic has agreed with his fellow nominee, Mr. Copeland, that if Mr.
Bostic is elected as a director of CEC, Mr. Copeland will not, subject to his
fiduciary duties, take any action in his capacity as director of CEC, nor vote
in favor of any corporate action by CEC, that would result in Deloitte Touche
being either advantaged or disadvantaged in competing for nonaudit services of
CEC, so long as Mr. Copeland remains a director of CEC and Mr. Copeland's
circumstances comply with the related fee limitations and other requirements
related to the independence of directors as set forth by law or by applicable
regulations, including those of NASDAQ, or by CEC's Board.
Mr. Copeland has entered into a Memorandum of Understanding with Deloitte
& Touche that requires him as a retired Partner and Chief Executive Officer of
Deloitte & Touche to obtain approval from the Chairman of the Board of Directors
of Deloitte & Touche for post-retirement activities, including membership on
boards of directors. Mr. Copeland has received such approval to serve as a
director of the Board, if elected. Mr. Copeland has no further arrangements or
understandings with any other person pursuant to which he was selected to be a
nominee. Mr. Copeland has agreed with Deloitte & Touche that he will not attempt
to sell Deloitte & Touche's services to any company for which he serves as a
director, and that Mr. Copeland's compensation and duties as a consultant to
Deloitte & Touche would not relate to or involve any services to any such
company or its subsidiaries.
None of the Nominees nor any of their respective associates have any
further arrangement or understanding with any person with respect to (A) any
future employment by CEC or its affiliates or (B) any future transactions to
which CEC or any of its affiliates will or may be a party. None of the Nominees
or their respective associates has a material interest in any transaction or
series of transactions engaged in by CEC since the beginning of CEC's last
fiscal year. However, Mr. Bostic sent a letter to CEC requesting reimbursement
for expenses incurred by him during his proxy solicitation for the 2005 annual
meeting of Stockholders. None of the Nominees during the past ten years has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the entities referred to in this Proxy Statement with which the
Nominees have been involved during the past five years is a parent, subsidiary,
or other affiliate of CEC.
PROPOSAL 1: ELECTION OF DIRECTORS
The Nominees propose that the Stockholders elect Messrs. Bostic, Copeland
and Ide as directors of CEC at the Annual Meeting. There can be no assurance as
to whether any of CEC's current directors or nominees, if elected, would serve
with any of the Nominees if one or more of the Nominees is elected. In the event
that one or more of the Nominees is elected and that one or more of CEC's
current directors or nominees declines to serve with such Nominee or Nominees,
CEC's Amended and Restated Certificate of Incorporation (the "Certificate")
provides that director vacancies may be filled by the directors then in office.
Background information about the Nominees is set forth below. Other than
the indemnification arrangements described above under the heading "Other
Information". The Nominees are not receiving any compensation from any of the
Nominees or any of their affiliates in connection with this proxy solicitation.
If elected by the Stockholders at the Annual Meeting, it is expected that a
Nominee could receive compensation similar to the compensation received by the
other independent directors of CEC.
ROBERT STEVEN BOSTIC, age 62. Since September 2005, Mr. Bostic's principal
occupation is Chairman of White Oaks Capital LLC ("WOC"). WOC's principal
business is the ownership of Live Oaks
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Development LLC ("LOD"), First ArtWorks and the Island Design and Architectural
Center ("IDAC"), and its principal business address is 1600 Frederica Road #10,
St. Simons Island, Georgia 31522. Since August 2004, Mr. Bostic has served as
Chairman of LOD. LOD's principal business is real estate development. Since
August 2005, Mr. Bostic has served as Chairman of First ArtWorks. First
ArtWorks' principal business is promoting and funding the arts in the K-8 school
market. Since May 2005, Mr. Bostic has served as Chairman of IDAC. IDAC's
principal business is as a design center. From 1995 until January 2001, Mr.
Bostic was the Chairman and Chief Executive Officer of EduTrek, a holding
company that owned and operated AIU, an institution of higher education
consisting of seven accredited universities. In January 2001, EduTrek was merged
with and into CEC. Commencing in January 2001, Mr. Bostic was retired, until he
assumed the position of Chairman of LOD in August 2004.
JAMES E. COPELAND, Jr., age 61. Mr. Copeland is retired. From June 1999
until his retirement in May 2003, Mr. Copeland served as a Partner and Chief
Executive Officer of Deloitte & Touche. Deloitte & Touche's principal business
is the provision of professional services. Mr. Copeland continues to provide
consulting services to Deloitte & Touche on an "as needed" basis. His principal
residence and place of business is 4359 Riverview Drive, Duluth, GA 30097. Mr.
Copeland serves as a member of the Board of Directors of Coca-Cola Enterprises
Inc. ("CCE"). CCE's principal business is beverage bottling and distribution.
Mr. Copeland also serves as chair of CCE's compensation committee and as a
member of CCE's audit, nominating/corporate governance and affiliated
transaction committees. Mr. Copeland serves as a member of the Board of
Directors of ConocoPhillips ("COP"). COP's principal business is the production
and distribution of petroleum. Mr. Copeland also serves on COP's audit
committee. Mr. Copeland serves as a member of the Board of Directors of Equifax
Inc. ("EFX"). EFX's principal business is the compilation and sale of credit
information. Mr. Copeland also serves as the chair of EFX's audit committee.
Since June 2003, Mr. Copeland has been a part-time Global Scholar at Georgia
State University's J. Mack Robison College of Business. Since approximately June
2003, Mr. Copeland has been a Senior Fellow for Corporate Governance with the
U.S. Chamber of Commerce.
R. WILLIAM IDE, age 65. Since January 2003, Mr. Ide's principal occupation
is Partner at the law firm MLA. MLA's principal business is the provision of
legal services, and its principal place of business is 303 Peachtree St. NE,
Ste. 5300, Atlanta, GA 30308. Mr. Ide serves as a member of the Board of
Directors of AFC Enterprises ("AFC"). AFC's principal business is as a
franchisor and operator of Popeyes(R) Chicken & Biscuits restaurants. Mr. Ide
also serves as chair of AFC's nominating/corporate governance committee and as a
member of its executive and audit committees. Mr. Ide serves as a member of the
Board of Directors of Albemarle Corporation ("AC"). AC's principal business is
chemical production. Mr. Ide also serves on AC's audit and nominating/corporate
governance committees. From July 2002 to January 2003 Mr. Ide's principal
occupation was Counsel to MLA. From July 2001 to July 2002, Mr. Ide's principal
occupation was as an attorney at law in private practice. From November 1996 to
June 2001, Mr. Ide served as Senior Vice-President, General Counsel and
Secretary of Monsanto Company ("MS"). MS's principal business is the provision
of agricultural products to farmers.
WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF MESSRS. BOSTIC, COPELAND
AND IDE BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE
POSTAGE PAID ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT. IF YOU HAVE
SIGNED THE BLUE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE
GIVEN A DIRECTION TO VOTE ALL THE SHARES REPRESENTED BY THE BLUE PROXY CARD FOR
THE ELECTION OF MESSRS. BOSTIC, COPELAND AND IDE.
Except as set forth herein, none of the Nominees: (i) owns any securities
of CEC of record but not beneficially; (ii) owns beneficially any securities of
CEC or any parent or subsidiary of CEC; (iii) has any agreement or understanding
with any person with respect to any future employment by CEC or its affiliates;
(iv) has any agreement or understanding with any person with respect to any
future transactions to which CEC or any of its affiliates will or may be a
party; (v) has engaged in or had a direct or indirect interest in any
transaction, or series of similar transactions, since the beginning of CEC's
last fiscal year, or any currently proposed transaction, or series of similar
transactions, to which CEC or any of its subsidiaries was or is to be a party,
in which the amount involved exceeds $60,000; (vi) borrowed any funds for the
purpose of acquiring or holding any securities of CEC; (vii) is presently, or
has been within the past year, a party to any contract, arrangement or
understanding with any person with respect to securities of CEC; or (viii) will
receive any special compensation in connection with the proxy
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solicitation. Other than as disclosed in this Proxy Statement, no securities of
CEC are beneficially owned by any of the associates of the Nominees.
OTHER PROPOSALS
PROPOSAL 2: PROPOSAL TO DECLASSIFY THE BOARD
According to the CEC Preliminary Proxy Statement, at the Annual Meeting,
CEC intends to seek Stockholder approval to amend the Certificate to declassify
the Board. The proposed amendment provides that beginning at the Annual Meeting,
those directors previously elected for three-year terms of office will, upon the
expiration of their three-year terms, be eligible for re-election by the
Stockholders to one-year terms such that beginning at CEC's 2008 annual meeting
of Stockholders, all directors would be subject to annual election to one-year
terms.
Mr. Bostic believes that an immediate, full declassification of the Board
would be preferable to the gradual declassification of the Board proposed by
CEC. CEC's proposal would not result in the full declassification of the Board
until the 2008 annual meeting of the Stockholders. An immediate, full
declassification of the Board would, in Mr. Bostic's view, make CEC's directors
more accountable to the Stockholders by affording them the opportunity to vote
on the election of each director annually, not just once every three years. At
CEC's 2005 annual meeting, Stockholders voted 65.5% of the outstanding Shares in
favor of Mr. Bostic's proposal for the full declassification of the Board.
However, while Mr. Bostic believes that Proposal 1 does not go far enough to
make the Board accountable to Stockholders, he believes that it is preferable to
retaining a fully staggered Board and accordingly, he recommends that
Stockholders vote FOR the Board's proposal to amend the certificate to
declassify the Board. Each of the Nominees has indicated that if elected they
will propose to accelerate the declassification of the Board.
The below description is based on the description of Proposal 2 in the CEC
Preliminary Proxy Statement.
PROPOSED AMENDMENT TO CERTIFICATE TO DECLASSIFY THE BOARD
Article V of the Certificate currently divides the Board into three
classes. Directors are elected for three-year terms that are staggered among the
three classes. If this proposal is approved by Stockholders, the Certificate
will be amended to provide that those directors previously elected for
three-year terms of office by the Stockholders will complete their three-year
terms and would be eligible for re-election to one-year terms at each annual
meeting of Stockholders thereafter. Beginning with the 2008 annual meeting of
Stockholders, the declassification of the Board would be complete, and all
directors would be subject to annual election to one-year terms.
The Board has also approved conforming amendments to its By-laws
contingent upon approval by the Stockholders of the proposed amendment to the
Certificate to declassify the Board. Article III, Section 3.3 of the By-laws
currently provides that the CEC's directors may only be removed for cause. If
the proposal to declassify the Board is approved, Article III, Section 3.3 of
the By-laws will be amended to provide that any director or the entire Board,
excepting certain Continuing Classified Directors (as defined in Article V of
the proposed Restated Certificate of Incorporation), may be removed from office
at any time by the affirmative vote of the holders of a majority of the voting
power of the shares entitled to vote at an election of directors. The Third
Amended and Restated By-laws amending Article III, Section 3.3 of the By-laws,
will become effective simultaneously with the effective date of the filing of
the Restated Certificate of Incorporation providing for a declassified Board
with the Secretary of State of the State of Delaware.
The proposed Restated Certificate of Incorporation, including the proposed
amendment to Article V of the Certificate to declassify the Board is attached to
the CEC Preliminary Proxy Statement as Exhibit A, and the above discussion is
qualified in its entirety by reference to such exhibit.
We recommend that you vote FOR the Board's proposal to amend the
Certificate to declassify the Board.
PROPOSAL 3: PROPOSAL TO PERMIT STOCKHOLDERS TO CALL SPECIAL MEETINGS
OF STOCKHOLDERS
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According to the CEC Preliminary Proxy Statement, CEC intends to seek
Stockholder approval to amend CEC's Certificate to permit Stockholders holding
at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the
Shares to call special meetings of Stockholders.
Mr. Bostic believes that the Stockholders would be better served by a
provision permitting Stockholders holding at least thirty-three and one-third
percent (33 1/3%) of the outstanding Shares to call special meetings of
Stockholders, as was proposed by Mr. Bostic at CEC's 2005 annual meeting and as
was endorsed by votes of 64.2% of the outstanding Shares. In Mr. Bostic's view,
a threshold of sixty-six and two-thirds percent (66 2/3%) of the outstanding
Shares sets the bar for calling a special meeting of Stockholders at an
unreasonably high level, especially given that it is substantially higher than
the majority threshold that would be required to get many significant matters
approved at a special meeting of the Stockholders. Mr. Bostic disagrees with the
Board's assertion in the CEC Preliminary Proxy Statement that a threshold of
thirty-three and one-third percent (33 1/3%) of the outstanding Shares to call a
special meeting of Stockholders would result in disruption to the business of
CEC and impose significant administrative and financial burdens on CEC. Rather,
Mr. Bostic believes that meeting this threshold would require the consensus of a
very substantial block of CEC's Stockholders, and that, this high threshold
having been met, Stockholders could only benefit from being permitted a forum in
which to bring their concerns before the Company. While Mr. Bostic does not
fully support Proposal 3 for the reasons described above, he believes that it is
preferable to the current provisions of the Certificate which deny the
Stockholders any ability to call a special meeting, and accordingly, he
recommends that Stockholders vote FOR the Board's proposal to amend the
Certificate to permit Stockholders holding at least sixty-six and two-thirds
percent (66 2/3%) of the voting power of the Shares to call special meetings of
the Stockholders. Each of the Nominees has indicated that if elected they will
propose to reduce the threshold to thirty-three and one-third percent (33 1/3%).
The below description is based on the description of Proposal 3 in the CEC
Preliminary Proxy Statement.
PROPOSED AMENDMENT TO CERTIFICATE TO PERMIT STOCKHOLDERS TO CALL SPECIAL
MEETINGS OF STOCKHOLDERS.
Article VI of the Certificate currently provides that special meetings of
Stockholders may only be called pursuant to a resolution approved by a majority
of the Board. If this proposal is approved by Stockholders, Article VI will be
amended to allow Stockholders holding at least sixty-six and two-thirds percent
(66 2/3%) of the voting power of the Shares entitled to vote at an election of
directors to call a special meeting of stockholders.
The Board has also approved conforming amendments to the By-laws
contingent upon approval by the Stockholders of the proposed amendment to the
Certificate to permit Stockholders holding at least sixty-six and two-thirds
percent (66 2/3%) of the voting power of the Shares to call special meetings of
Stockholders. Article II, Section 2.6 of the By-laws currently provides that
special meetings of stockholders may be called only by the Board. If this
proposal is approved, Article II, Section 2.6 of the By-laws will allow
Stockholders holding at least sixty-six and two-thirds percent (66 2/3%) of the
voting power of the Shares entitled to vote at an election of directors to call
a special meeting of Stockholders, subject to certain specified conditions. The
Third Amended and Restated By-laws amending Article II, Section 2.6 of the
By-laws, will become effective simultaneously with the effective date of the
filing of the Restated Certificate of Incorporation permitting the holders of at
least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares
of Common Stock to call special meetings of stockholders with the Secretary of
State of the State of Delaware.
The proposed Restated Certificate of Incorporation, including the proposed
amendment to Article VI of the Certificate to permit the Stockholders holding at
least sixty-six and two-thirds percent (66 2/3%) of the voting power of the
Shares to call special meetings of stockholders, is attached to the CEC
Preliminary Proxy Statement as Exhibit A, and the above discussion is qualified
in its entirety by reference to such exhibit.
IMPACT OF THE PROPOSAL ON THE FILLING OF VACANCIES BY THE BOARD
All vacancies on the Board and newly-created directorships will continue
to be filled by the Board. Any director elected to fill a vacancy not resulting
from an increase in the number of directors will hold office for the same
remaining term as that of his or her predecessor and until his or her successor
is elected and qualified.
-11-
We recommend that you vote FOR the proposal to amend the Certificate to
permit the Stockholders holding at least sixty-six and two-thirds percent (66
2/3%) of the voting power of the Shares of Common Stock entitled to vote at an
election of directors to call special meetings of Stockholders.
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF AUDITORS
The Audit Committee of the Board has appointed Ernst & Young LLP,
independent certified public accountants, to serve as independent auditors of
CEC for the year ending December 31, 2006. This firm has audited the accounts of
CEC since 2002.
Stockholder ratification of the selection of Ernst & Young LLP as CEC's
independent auditors is not required by CEC's By-Laws or otherwise. However,
according to the CEC Preliminary Proxy Statements, the Board is submitting to
the stockholders at the Annual Meeting a proposal to ratify the Board'
appointment of Ernst & Young LLP. According to the CEC Preliminary Proxy
Statement, if a majority of the Shares voted at the Annual Meeting, in person or
by proxy, are not voted in favor of the ratification of the appointment of Ernst
& Young LLP, the Audit Committee will consider the facts and circumstances
surrounding the vote and may reconsider such appointment. According to the CEC
Preliminary Proxy Statement, notwithstanding this selection and the ratification
of this selection by Stockholders, the Audit Committee, in its discretion, may
direct the appointment of a different independent accounting firm at any time
during the year if the Audit Committee determines that such a change would be in
the best interests of CEC and its stockholders.
According to the CEC Preliminary Proxy Statement, it is expected that
representatives of Ernst & Young LLP will be present at the meeting and will be
available to respond to questions. They will be given an opportunity to make a
statement if they desire to do so.
We recommend that you vote FOR the ratification of the appointment of
Ernst & Young LLP as the independent auditors of CEC's financial statements for
the year ending December 31, 2006.
IF YOU HAVE SIGNED THE BLUE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE SHARES REPRESENTED BY THE BLUE
PROXY CARD FOR THE FOREGOING PROPOSALS.
VOTING ON OTHER PROPOSALS
The accompanying BLUE Proxy Card will be voted in accordance with your
instruction on such card. You may vote for or vote against, or abstain from
voting on, the proposals described above under the heading "Other Proposals" by
marking the proper box on the BLUE Proxy Card.
The Nominees and their affiliates know of no other business to be
presented at the Annual Meeting. If any other matters should properly come
before the Annual Meeting, it is intended that the persons named on the enclosed
BLUE Proxy Card will vote that proxy on such other matters in accordance with
their judgment. The Nominees will not use such discretionary authority to vote
the proxies for matters of which the Nominees are aware a reasonable time before
the Annual Meeting.
VOTING PROCEDURES
According to the CEC Preliminary Proxy Statement, the voting procedures
for the Annual Meeting are as set forth below. The required quorum for
transaction of business at the Annual Meeting will be a majority of the Shares
as of the Record Date. Votes cast by proxy or in person at the Annual Meeting
will be tabulated by the election inspector appointed for the meeting and will
determine whether or not a quorum is present.
Stockholders as of the close of business on the Record Date ("Stockholders
of Record") are entitled to receive notice of, and to vote at, the Annual
Meeting or any adjournments thereof. If you do not hold your Shares through a
brokerage firm, bank nominee or other institution, then you are a Stockholder of
Record and you may vote using any of the following methods:
-12-
By Mail: Complete, sign and date the BLUE Proxy Card and return it in the
prepaid envelope. Each executed and returned BLUE Proxy Card or voting
instruction card will be voted in accordance with the directions indicated
thereon, or if no direction is indicated, such proxy will be voted in accordance
with the recommendations of the Nominees contained in this Proxy Statement. If
you are a stockholder of record, and the prepaid envelope is missing, please
mail your completed proxy card to Messrs. Bostic, Copeland and Ide c/o Innisfree
M&A Incorporated, 501 Madison Avenue - 20th Floor, New York, NY 10022.
In person at the Annual Meeting: If you attend the Annual Meeting, you may
deliver your completed BLUE Proxy Card in person, or you may vote in person. If
you hold your shares in a stock brokerage account or by a bank or other holder
of record, you will not be able to vote in person at the Annual Meeting unless
you have previously requested and obtained a "legal proxy" from your bank,
broker or other nominee and present it at the Annual Meeting.
If your Shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can vote such shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a BLUE Proxy Card to be signed
representing your shares.
Your vote is important. Whether or not you are able to attend the Annual
Meeting, we urge you to complete the enclosed BLUE Proxy Card and return it in
the enclosed self-addressed pre-paid envelope. All valid proxies received prior
to the meeting will be voted. If you specify a choice with respect to any item
by marking the appropriate box on the proxy, the Shares will be voted in
accordance with that specification. IF NO SPECIFICATION IS MADE, THE PERSONS
NAMED ON THE ENCLOSED BLUE PROXY CARD WILL VOTE YOUR SHARES FOR MESSRS. BOSTIC,
COPELAND AND IDE WITH RESPECT TO PROPOSAL 1, AND FOR PROPOSAL 2, FOR PROPOSAL 3
AND FOR PROPOSAL 4.
PROXY PROCEDURES
WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF MESSRS. BOSTIC,
COPELAND AND IDE. IF YOU WISH TO DO SO, PLEASE MARK, SIGN, DATE AND RETURN
THE ENCLOSED BLUE PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
If you have any questions about giving your proxy or require assistance,
please call:
INNISFREE M&A INCORPORATED
501 Madison Avenue - 20th Floor
New York, NY 10022
Stockholders Call Toll-Free: 1-877-750-9499
Banks or Brokers Call Collect: 1-212-750-5833
The accompanying BLUE Proxy Card will be voted at the Annual Meeting in
accordance with your instructions on such card.
REVOCATION OF PROXIES
Any Stockholder who has mailed a WHITE Proxy Card to CEC may revoke it
before it is voted by mailing a duly executed proxy card to the Nominees bearing
a date LATER than the proxy card delivered to CEC. Proxies may also be revoked
at any time prior to voting by: (i) delivering to CEC (Attention: Janice L.
Block, Senior Vice President, General Counsel and Secretary) a written notice
stating that the proxy is revoked; (ii) delivering a duly executed proxy bearing
a later date than the proxy delivered previously; or (iii) attending the Annual
Meeting and voting in person.
Only Stockholders of Record will be entitled to vote. If you were a
Stockholder of Record, you will retain your voting rights at the Annual Meeting
even if you sell such Shares after the Record Date. Accordingly, it is important
that you vote the Shares held by you on the Record Date, or grant a proxy to
vote such Shares on the BLUE Proxy Card, even if you sell such Shares after the
Record Date.
-13-
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES
AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT
THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON
YOUR BEHALF THE BLUE PROXY CARD AS SOON AS POSSIBLE.
SOLICITATION OF PROXIES
Mr. Bostic and the other Nominees may solicit proxies. Proxies will be
solicited by mail, advertisement, telephone, facsimile, other electronic means
and in person. None of those persons will receive additional compensation for
their solicitation efforts.
In addition, Mr. Bostic has retained Innisfree M&A Incorporated
("Innisfree") to assist in this proxy solicitation, for which services Innisfree
will be paid a fee not to exceed $150,000. Innisfree will also be reimbursed for
its reasonable out-of-pocket expenses. Mr. Bostic has also agreed to indemnify
Innisfree against certain liabilities and expenses, including certain
liabilities and expenses under the federal securities laws. It is anticipated
that 75 persons will be employed by Innisfree to solicit Stockholders.
Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to beneficial owners of Shares. Mr. Bostic will
reimburse banks, brokers, custodians, nominees and fiduciaries for their
reasonable expenses for sending solicitation material to beneficial owners.
Mr. Bostic's estimate of the total cost to be incurred in connection with
this proxy solicitation is between $1,000,000 and $1,500,000. To date,
approximately $500,000 has been incurred in connection with this proxy
solicitation. Mr. Bostic will bear the costs of this proxy solicitation and, if
successful, will seek reimbursement of the costs from CEC. The affirmative vote
of the directors other than Mr. Bostic's Nominees would be required to approve
such reimbursement. The Board would be informed of Mr. Bostic's interest in
receiving reimbursement and would be required to evaluate the requested
reimbursement consistent with their fiduciary duties to CEC and its
Stockholders. Costs related to the solicitation of proxies include expenditures
for attorneys, public relations, printing, advertising, postage, and related
expenses and fees.
ADDITIONAL INFORMATION
Certain information regarding the securities of CEC held by CEC's
directors, nominees, management and Stockholders holding 5% or more of the
outstanding Shares is contained in the CEC Preliminary Proxy Statement.
Information concerning the date by which proposals of Stockholders intended to
be presented at the Annual Meeting must be received by CEC for inclusion in the
2006 Proxy Statement and form of proxy for the Annual Meeting is contained in
CEC's Proxy Statement for CEC's 2005 annual meeting of Stockholders. This
information is contained in CEC's public filings. The Nominees assume no
responsibility for the accuracy or completeness of such information.
[remainder of page intentionally blank]
-14-
Date: April 19, 2006
/s/ Robert Steven Bostic
-----------------------------------------
Robert Steven Bostic
/s/ James E. Copeland, Jr.
-----------------------------------------
James E. Copeland, Jr.
/s/ R. William Ide
-----------------------------------------
R. William Ide
APPENDIX I
SUPPLEMENTAL INFORMATION
Set forth below are the dates and amounts of each Nominee's purchases and
sales of Shares within the past two years.
--------------------------------------------------------------------------------------------------
Transaction Number
Name Date Type of Shares
--------------------------------------------------------------------------------------------------
R. Steven Bostic 08/11/04 Sell Shares 300,000
James E. Copeland, Jr. None
R. William Ide None
--------------------------------------------------------------------------------------------------
I-1
IMPORTANT
1. If your shares are held in your own name, please mark, date and mail the
enclosed BLUE Proxy Card to our Proxy Solicitor, Innisfree M&A Incorporated,
501 Madison Avenue - 20th Floor, New York, NY 10022, in the postage-paid
envelope provided.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can vote such shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a BLUE Proxy Card to be signed
representing your shares.
If you have already submitted a WHITE Proxy Card to CEC for the Annual
Meeting, you may change your vote to a vote FOR the election of the Nominees by
marking, signing, dating and returning the enclosed BLUE Proxy Card for the
Annual Meeting, which must be dated after any proxy you may have submitted to
CEC. ONLY YOUR LATEST DATED DULY EXECUTED PROXY FOR THE ANNUAL MEETING WILL
COUNT AT THE ANNUAL MEETING. Proxies may also be revoked at any time prior to
voting by: (i) delivering to CEC (Attention: Janice L. Block, Senior Vice
President, General Counsel and Secretary) a written notice stating that the
proxy is revoked; (ii) delivering a duly executed proxy bearing a later date
than the proxy delivered previously; or (iii) attending the Annual Meeting and
voting in person.
3. If you have any questions about giving your proxy or require assistance,
please call:
INNISFREE M&A INCORPORATED
501 Madison Avenue - 20th Floor
New York, NY 10022
Stockholders Call Toll-Free: 1-877-750-9499
Banks or Brokers Call Collect: 1-212-750-5833
PROXY CARD
CAREER EDUCATION CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY
R. STEVEN BOSTIC
The undersigned hereby appoints Messrs. R. Steven Bostic, James E. Copeland, Jr.
and R. William Ide and each of them, as proxies, with full power of
substitution, to vote the stock of Career Education Corporation ("CEC") which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders or
at any adjournment or postponements thereof, upon the matters set forth in the
Proxy Statement of Mr. Bostic and upon such other matters as may properly come
before the meeting, and revokes any previous proxies with respect to the matters
covered by this proxy. IF NO DIRECTION IS MADE WITH RESPECT TO A PROPOSAL, THIS
PROXY WILL BE VOTED OR INSTRUCTIONS WILL BE GIVEN AS FOLLOWS WITH RESPECT TO ANY
SUCH PROPOSAL: (i) FOR MESSRS. R. STEVEN BOSTIC, JAMES E. COPELAND, JR. AND R.
WILLIAM IDE FOR DIRECTORS, (ii) FOR THE PROPOSAL TO DECLASSIFY THE BOARD, (iii)
FOR THE PROPOSAL TO PERMIT STOCKHOLDERS TO CALL SPECIAL MEETINGS OF STOCKHOLDERS
AND (iv) FOR THE RATIFICATION OF APPOINTMENT OF AUDITORS. THIS PROXY WILL ALSO
BE VOTED AT THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING. If one or more of Mr. Bostic's nominees for
director is unable or declines to serve as director, this proxy will be voted
for any nominee that Mr. Bostic designates.
Please complete, sign and date the reverse side of this proxy card and return it
in the enclosed envelope.
YOUR VOTE IS VERY IMPORTANT TO US.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
|X| Please mark votes as in this example.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder.
WE RECOMMEND A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1
BELOW.
1. Election of Directors - Nominees:
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Nominee
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(01) R. Steven Bostic
----------------------------------------- FOR WITHHOLD
(02) James E. Copeland, Jr. all from all
----------------------------------------- nominees nominees
(03) R. William Ide [ ] [ ]
-----------------------------------------
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Instruction: To withhold authority
for individual nominee(s), print name(s): ______________________________________
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We intend to use this proxy to vote FOR Messrs. Bostic, Copeland and Ide.
There is no assurance that any of CEC's nominees will serve as directors
if Messrs. Bostic, Copeland or Ide is elected to the Board of Directors. In the
event that one or more of Mr. Bostic's nominees is elected and that one or more
of the CEC nominees declines to serve with such nominee or nominees, then the
Second Amended and Restated By-laws of CEC provide that director vacancies may
be filled by a majority vote of the directors then in office.
WE RECOMMEND A VOTE "FOR" PROPOSALS 2, 3 AND 4 BELOW
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FOR AGAINST Abstain
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[ ] [ ] [ ]
2. Proposal to Declassify the Board
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[ ] [ ] [ ]
3. Proposal to Permit Stockholders to
call Special Meetings of Stockholders
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[ ] [ ] [ ]
4. Ratification of Appointment of Auditors
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Dated
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Signature(s)
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Signature(s)
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Note: Please sign exactly as name appears hereon. If the Shares are held
by joint tenants or as community property, both must sign. When signing as
executor, administrator, trustee or other representative, please give full
title. If a corporation, please sign in full corporate name by a duly
authorized officer. If a partnership, please sign in partnership name by
an authorized person.