UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 (S)240.14a-12
CAREER EDUCATION CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] 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.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[Logo Career Education Corporation]
CAREER EDUCATION CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
September , 2001
______________
NOTICE AND PROXY STATEMENT
[Logo Career Education Corporation]
August , 2001
Dear Stockholder:
Stockholders of record as of August 6, 2001 are encouraged to vote on the
enclosed proposal, which amends CEC's Amended and Restated Certificate of
Incorporation, increasing the total number of shares to accommodate the proposed
two-for-one stock split (to be effected in the form of a stock dividend) of
CEC's common stock.
The Board of Directors has approved this amendment, subject to stockholder
approval. To complete the stockholder vote, CEC will hold a Special Meeting of
stockholders, which will be held on , September , 2001, at our
offices, 2895 Greenspoint Parkway, Suite 600, Hoffman Estates, Illinois.
Whether or not you plan to attend the Special Meeting, it is important that
your shares be represented. Regardless of the number of shares that you own,
please sign and date the enclosed proxy card and promptly return it to us in the
enclosed postage paid envelope. If you sign and return your proxy card without
specifying your choice, your shares will be voted in accordance with the
recommendation of the Board of Directors contained in this Proxy Statement.
On behalf of CEC's Board of Directors, I would like to express our
appreciation for your continued interest in CEC.
Sincerely,
JOHN M. LARSON
Chairman of the Board, President
and Chief Executive Officer
[Logo Career Education Corporation]
________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER , 2001
________________
To the Stockholders of
Career Education Corporation:
A Special Meeting of Stockholders of Career Education Corporation will be
held at _:00 __, Chicago time, on September , 2001, at our offices, 2895
Greenspoint Parkway, Suite 600, Hoffman Estates, Illinois, for the following
purposes:
(1) To approve an amendment to CEC's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock
from 50,000,000 to 150,000,000
shares; and
(2) To transact such other business as may properly come before the meeting or
any adjournments thereof.
The Board of Directors has fixed the close of business on August 6, 2001
as the record date for determining stockholders entitled to notice of, and to
vote at, the meeting.
By order of the Board of Directors,
PATRICK K. PESCH
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
Hoffman Estates, Illinois
August , 2001
All stockholders are urged to attend the meeting in person or by proxy. Whether
or not you expect to be present at the meeting, please complete, sign and date
the enclosed proxy card and return it promptly in the enclosed postage paid
envelope furnished for that purpose.
Career Education Corporation
2895 Greenspoint Parkway
Suite 600
Hoffman Estates, Illinois 60195
(847) 781-3600
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Career
Education Corporation, a Delaware corporation, for use at the Special Meeting of
Stockholders to be held at _:00 __, Chicago time, ,
September , 2001, at our offices, 2895 Greenspoint Parkway, Suite 600, Hoffman
Estates, Illinois, and any adjournments thereof. This Proxy Statement and
accompanying form of proxy were first released to stockholders on or about
August , 2001.
Record Date and Outstanding Shares -- The Board of Directors has fixed the
close of business on August 6, 2001, as the record date (the "Record Date")
for the determination of stockholders entitled to notice of, and to vote at, the
Special Meeting or any adjournments thereof. As of the Record Date, CEC had
outstanding shares of Common Stock, par value $0.01 per
share (the "Common Stock"). Each of the outstanding shares of Common Stock is
entitled to one vote on all matters to come before the Special Meeting.
Voting of Proxies -- John M. Larson and Patrick K. Pesch, the persons named
as proxies on the proxy card accompanying this Proxy Statement, were selected by
the Board of Directors to serve in such capacity. Messrs. Larson and Pesch are
directors and officers of CEC. Each executed and returned proxy 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 recommendation of the
Board of Directors contained in this Proxy Statement. Each stockholder giving a
proxy has the power to revoke it at any time before the shares it represents are
voted. Revocation of a proxy is effective upon receipt by the Secretary of CEC
of either (i) an instrument revoking the proxy or (ii) a duly executed proxy
bearing a later date. Additionally, a stockholder may change or revoke a
previously executed proxy by voting in person at the Special Meeting.
Required Vote -- The affirmative vote of the holders of a majority of the
shares of Common Stock outstanding on the Record Date and entitled to vote at
the Special Meeting is required to approve the proposed amendment to CEC's
Amended and Restated Certificate of Incorporation. As a result, abstentions and
broker non-votes will have the same effect as negative votes.
Quorum; Abstentions and Broker Non-Votes -- The required quorum for
transaction of business at the Special Meeting will be a majority of the shares
issued and outstanding as of the Record Date. Votes cast by proxy or in person
at the Special Meeting will be tabulated by the election inspectors appointed
for the meeting and will determine whether or not a quorum is present. The
election inspectors will treat abstentions and broker non-votes as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum but as a negative vote with respect to the proposal to amend CEC's
Amended and Restated Certificate of Incorporation. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares to vote
on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
Stockholder List -- A list of stockholders entitled to vote at the Special
Meeting, arranged in alphabetical order, showing the address of, and number of
shares registered in the name of, each stockholder, will be open to the
examination of any stockholder, for any purpose germane to the Special Meeting,
during ordinary business hours, commencing September , 2001 and continuing
through the date of the Special Meeting, at the principal offices of CEC, 2895
Greenspoint Parkway, Suite 600, Hoffman Estates, Illinois 60195.
PROPOSAL
AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
CEC'S NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
GENERAL
CEC's Amended and Restated Certificate of Incorporation currently
authorizes the issuance of 50,000,000 shares of Common Stock. In July 2001, the
Board of Directors adopted a resolution proposing that the Amended and Restated
Certificate of Incorporation be amended to increase the authorized number of
shares of Common Stock to 150,000,000 shares, subject to stockholder approval of
the amendment. No changes will be made to the number of authorized shares of
CEC's preferred stock.
CURRENT USE OF SHARES
As of July 31, 2001, CEC had 21,855,854 shares of Common Stock outstanding.
In addition, as of such date, 236,668 shares remained available for future
option grants and 102,000 shares remained available for issuance upon exercise
of presently outstanding options under the Career Education Corporation 1998
Non-Employee Directors' Stock Option Plan, 668,562 shares remained available for
future option grants and 3,342,611 shares remained available for issuance upon
exercise of presently outstanding options under various employee stock option
plans and 828,012 shares remained available for issuance under the Career
Education Corporation 1998 Employee Stock Purchase Plan. Based upon the
foregoing number of outstanding and reserved shares of Common Stock, CEC has
22,966,293 shares remaining available for other purposes.
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PROPOSED AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The proposed amendment provides that subparagraph A of Article IV of the
Amended and Restated Certificate of Incorporation be amended to read in its
entirety as follows:
"A. Authorized Capital Stock.
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Effective upon the filing of this Certificate of Amendment to the
Amended and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware, the Corporation shall have authority to
issue the following classes of stock, in the number of shares and at the
par value as indicated opposite the name of the class:
NUMBER OF
SHARES PAR VALUE
CLASS AUTHORIZED PER SHARE
--------------- ----------- ---------
Common Stock 150,000,000 $ 0.01
Preferred Stock 1,000,000 $ 0.01"
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The proposed amendment would increase the number of shares of Common Stock
CEC is authorized to issue from 50,000,000 to 150,000,000. The additional
100,000,000 shares would be a part of the existing class of Common Stock and, if
and when issued, would have the same rights and privileges as the shares of
Common Stock presently issued and outstanding. The Board of Directors believes
it is desirable to increase the number of shares of Common Stock CEC is
authorized to issue to accomplish the proposed stock split and to provide CEC
with adequate flexibility to issue Common Stock for other corporate purposes
which may be identified in the future, such as to effect additional stock
splits, to raise equity capital, to make acquisitions through the use of stock,
to establish strategic relationships with other companies and to adopt
additional employee benefit plans or reserve additional shares for issuance
under existing plans. Except for the proposed stock split, the Board of
Directors has no present plans, understandings, agreements or commitments to
issue these additional shares of Common Stock for any purpose.
The Board of Directors believes that the proposed increase in the
authorized Common Stock will make available sufficient shares for use should CEC
decide to use its shares for one or more of such previously mentioned purposes
or otherwise. No additional action or authorization by CEC's stockholders would
be necessary prior to the issuance of such additional shares, unless required by
applicable law or the rules of any stock exchange or national securities
association trading system on which the Common Stock is then listed or quoted.
Under CEC's Amended and Restated Certificate of Incorporation, CEC's
stockholders do not have preemptive rights with respect to Common Stock. Thus,
should the Board of Directors elect to issue additional shares of Common Stock,
existing stockholders would not have any preferential rights to purchase such
shares. In addition, if the Board of Directors elects to issue additional shares
of Common Stock, such issuance could have a dilutive effect on earnings per
share, voting power, and share holdings of current stockholders.
The proposed amendment to increase the authorized number of shares of
Common Stock could, under certain circumstances, have an anti-takeover effect,
although this is not the intention of this proposal. For example, in the event
of a hostile attempt to take over control of CEC, it may be possible
3
for CEC to endeavor to impede the attempt by issuing shares of the Common Stock,
thereby diluting the voting power of the other outstanding shares and increasing
the potential cost to acquire control of CEC. The Amendment therefore may have
the effect of discouraging unsolicited takeover attempts. By potentially
discouraging initiation of any such unsolicited takeover attempt, the proposed
Amendment may limit the opportunity for CEC's stockholders to dispose of their
shares at the higher price generally available in takeover attempts or that may
be available under a merger proposal. The proposed amendment may have the effect
of permitting CEC's current management, including the current Board of
Directors, to retain its position, and place it in a better position to resist
changes that stockholders may wish to make if they are dissatisfied with the
conduct of CEC's business. However, the Board of Directors is not aware of any
attempt to take control of CEC and the Board of Directors has not presented this
proposal with the intent that it be utilized as a type of anti-takeover device.
The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding on the Record Date and entitled to vote at the Special Meeting
is required to approve the proposed amendment to CEC's Amended and Restated
Certificate of Incorporation. As a result, abstentions and broker non-votes will
have the same effect as negative votes. If the amendment is not approved by the
shareholders, CEC's Amended and Restated Certificate of Incorporation, which
currently authorizes the issuance of 50,000,000 shares of Common Stock, will
continue in effect and the two-for-one stock split of the Common Stock will not
take place.
The Board of Directors recommends that the stockholders vote FOR the
proposal to amend CEC's Amended and Restated Certificate of Incorporation to
increase the authorized number of shares of Common Stock from 50,000,000 shares
to 150,000,000 shares.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth, as of July 31, 2001, certain information
with respect to the beneficial ownership of the Common Stock by (i) each person
known by CEC to own beneficially more than 5% of the outstanding shares of
Common Stock, (ii) each Company director, (iii) each of CEC's executive officers
and (iv) all CEC executive officers and directors as a group.
Number of Shares Percent of Shares
Name and Address Beneficially Owned (1) Beneficially Owned
-------------------------------------------------------------------------------- ---------------------- ------------------
John M. Larson (2).............................................................. 397,806 1.8%
Patrick K. Pesch (3)............................................................ 84,600 *
Jacob P. Gruver (4)............................................................. 63,361 *
Nick Fluge (5).................................................................. 41,157 *
Robert E. Dowdell (6)........................................................... 127,006 *
Wallace O. Laub (7)............................................................. 42,636 *
Thomas B. Lally (8)............................................................. 42,000 *
Keith K. Ogata (9).............................................................. 41,000 *
All directors and executive officers as a group (8 persons)..................... 839,566 3.7
__________________
* Denotes beneficial ownership less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. The number of shares beneficially owned by a person and the
percentage ownership of that person includes shares of Common Stock subject
to options held by that person that are currently exercisable or
exercisable within 60 days of July 31, 2001.
(2) Includes 366,542 shares of Common Stock which may be acquired by Mr. Larson
upon the exercise of stock options which are currently exercisable or
exercisable within 60 days of July 31, 2001.
(3) Includes 5,400 shares of Common Stock held by Mr. Pesch's individual
retirement account, 2,200 shares of Common Stock held by Cathy Pesch's
individual retirement account (Cathy Pesch is Mr. Pesch's spouse), 2,000
shares of Common Stock held in a joint account with Cathy Pesch and 75,000
shares of Common Stock which may be acquired upon the exercise of stock
options which are currently exercisable or exercisable within 60 days of
July 31, 2001.
(4) Includes 61,666 shares of Common Stock which may be acquired by Mr. Gruver
upon the exercise of stock options which are currently exercisable or
exercisable within 60 days of July 31, 2001.
(5) Includes 39,720 shares of Common Stock which may be acquired by Mr. Fluge
upon the exercise of stock options which are currently exercisable or
exercisable within 60 days of July 31, 2001.
(6) Includes 5,668 shares of Common Stock held by Mr. Dowdell, as Custodian for
Brian M. Dowdell under the Uniform Transfers to Minors Act; 4,068 shares of
Common Stock held by Mr. Dowdell, as Custodian for Sharon T. Dowdell under
the Uniform Transfers to Minors Act; 36,000 shares of Common Stock held by
Mr. Dowdell and Grace C. Dowdell, as Trustees under a Trust Agreement dated
July 1, 1991; 50,000 shares of Common Stock held by RGD Partners, L.P. for
whom Mr. Dowdell is general partner; and 16,000 shares of Common Stock
which may be acquired by Mr. Dowdell upon the exercise of stock options
which are currently exercisable or exercisable within 60 days of July 31,
2001.
(7) Includes 24,000 shares of Common Stock which may be acquired by Mr. Laub
upon the exercise of stock options which are currently exercisable or
exercisable within 60 days of July 31, 2001.
(8) Includes 40,000 shares of Common Stock which may be acquired by Mr. Lally
upon the exercise of stock options which are currently exercisable or
exercisable within 60 days of July 31, 2001.
(9) Includes 16,000 shares of Common Stock which may be acquired by Mr. Ogata
upon the exercise of stock options which are currently exercisable or
exercisable within 60 days of July 31, 2001.
5
MISCELLANEOUS AND OTHER MATTERS
Solicitation -- The cost of this proxy solicitation will be borne by CEC.
CEC has retained MacKenzie Partners, Inc., a professional proxy solicitation
firm, at an estimated cost of $3,000, plus reimbursement of expenses, to assist
it in soliciting proxies from brokers, nominees, institutions and individuals.
CEC may also request banks, brokers, fiduciaries, custodians, nominees and
certain other record holders to send proxies, proxy statements and other
materials to their principals at CEC's expense. Such banks, brokers,
fiduciaries, custodians, nominees and other record holders will be reimbursed by
CEC for their reasonable out-of-pocket expenses of solicitation. Original
solicitation of proxies by mail may be supplemented by telephone, facsimile or
personal solicitation by directors, officers or other regular employees of CEC.
No additional compensation will be paid to directors, officers or other regular
employees for such services.
Other Business -- The Board of Directors is not aware of any other matters
to be presented at the Special Meeting other than those mentioned in CEC's
Notice of Special Meeting of Stockholders enclosed herewith. If any other
matters are properly brought before the Special Meeting, however, it is intended
that the persons named in the proxy will vote as the Board of Directors directs.
Proposals of Stockholders -- Proposals of stockholders (1) intended to be
considered at CEC's 2002 Annual Meeting of Stockholders and (2) to be considered
for inclusion in the Company's proxy statement and proxy for the 2002 Annual
Meeting of Stockholders, must be received by the Secretary of CEC not less than
120 days nor more than 150 days prior to April 6, 2002.
By order of the Board of Directors
Patrick K. Pesch
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Hoffman Estates, Illinois
August __, 2001
ALL STOCKHOLDERS ARE REQUESTED TO COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY.
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PROXY PROXY
CAREER EDUCATION CORPORATION
Proxy Solicited on Behalf of the Board of Directors
For The Special Meeting of Stockholders - September , 2001
The undersigned appoints John M. Larson and Patrick K. Pesch, and each of
them, as proxies, with full power of substitution and revocation, to vote, as
designated on the reverse side hereof, all the Common Stock of Career Education
Corporation which the undersigned has power to vote, with all powers which the
undersigned would possess if personally present, at the special meeting of
stockholders thereof to be held on September , 2001, or at any adjournment
thereof.
Unless otherwise marked, this proxy will be voted FOR the Proposal.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
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CAREER EDUCATION CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY (x)
Approval of amendment to the Career Education For Against Abstain
Corporation Amended and Restated Certificate of ( ) ( ) ( )
Incorporation to increase the number of authorized
shares of Common Stock from 50,000,000 to
150,000,000 shares.
The undersigned acknowledges
receipt of the Notice of
Special Meeting of
Stockholders and of the
Proxy Statement.
Dated: _____________ ,2001
__________________________
Signature(s)
__________________________
Please sign exactly as your
name appears. Joint owners
should each sign personally.
Where applicable, indicate
your official position or
representation capacity.
_______________________________________________________________________________
. FOLD AND DETACH HERE .
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM
PROMPTLY USING THE ENCLOSED ENVELOPE.