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THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
SCHEDULE 14A INFORMATION
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:
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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COMMUNITY CARE SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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COMMUNITY CARE SERVICES, INC.
18 SARGENT PLACE
MT. VERNON, NEW YORK 10550
March 22, 1999
Dear Shareholder:
The Annual Meeting of Shareholders of Community Care Services, Inc. (the
"Company") scheduled for Tuesday, March 23, 1999 has been rescheduled for
Thursday, April 8, 1999 at 10:00 a.m. at the offices of Gordon Altman Butowsky
Shalov & Wein, 114 West 47th Street, New York, New York.
Due to a technical requirement of NASDAQ, brokers who did not receive from
their clients specific voting instructions on the proposals described in the
Company's Proxy Statement will be unable to vote a significant portion of the
shares registered in their names by March 23, 1999. In order to give all
shareholders, particularly those whose shares are held by their brokers, an
opportunity to vote on these important proposals, the Annual Meeting was
rescheduled.
A new Notice of Rescheduled Annual Meeting appears on the following pages.
The Proxy Statement that was mailed to you on March 8, 1999 still accurately
describes the matters to be acted upon at the Annual Meeting. However, please
note that the reverse split, if approved, will now take effect at the close of
business on April 8, 1999 and not on March 23, 1999.
We now enclose a new proxy card, with a blue stripe to distinguish it from
the old proxy card, and return envelope for your use. If you have already voted,
it is not necessary to return the blue striped proxy card. If you have not yet
voted, kindly vote by returning the enclosed blue striped proxy card. Whether or
not you plan to attend the meeting in person, it is important that your shares
be represented and voted.
We appreciate your prompt action in this important matter.
COMMUNITY CARE SERVICES, INC.
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COMMUNITY CARE SERVICES, INC.
18 SARGENT PLACE
MT. VERNON, NEW YORK 10550
------------------------
NOTICE OF RESCHEDULED ANNUAL
MEETING OF SHAREHOLDERS
------------------------
To Be Held April 8, 1999
To the Shareholders:
Notice is hereby given that the Rescheduled Annual Meeting of the
Shareholders of Community Care Services, Inc. (the "Company") will be held at
the offices of Gordon Altman Butowsky Weitzen Shalov & Wein, 114 West 47th
Street, New York, New York on April 8, 1999, at 10:00 a.m. (local time), for the
following purposes:
1. To consider and vote upon approval of a reverse split of the Company's
common stock, par value $.01 by a ratio of 1:3;
2. To elect five directors of the Company to hold office for the ensuing
year;
3. To consider and vote upon the following proposals to amend the Company's
Certificate of Incorporation (the "Certificate"):
A. Proposal to amend the Certificate to Classify the Board of
Directors into three Classes of Directors with Staggered Terms;
B. Proposal to amend the Certificate to Limit those Entitled to Call a
Special Meeting of the Shareholders of the Company to the Chairman
of the Board of Directors, the President of the Company or a
Majority of the Board of Directors;
C. Proposal to amend the Certificate to Require the Two-Thirds
Majority Vote of Either the Board of Directors or the Shareholders
to Amend the By-laws of the Company.
4. To consider and vote upon the ratification of the appointment of Richard
A. Eisner & Company, LLP as independent certified public accountants for the
Company for the year April 1, 1998 through March 31, 1999;
5. To consider and to transact such other business as may properly come
before the meeting or any adjournments thereof.
A Proxy Statement describing matters to be considered at the meeting was
mailed on March 8, 1999 to the Shareholders of record at the close of business
on February 17, 1999. Only Shareholders of record at the close of business on
February 17, 1999 will be entitled to notice of and to vote at said meeting or
any adjournment, postponement or rescheduling thereof.
<PAGE> 4
To ensure your representation at the meeting, please sign date and return
the enclosed form of Proxy in the envelope provided.
By order of the Board of Directors,
Louis Rocco,
Secretary
March 22, 1999
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED PROXY IN
THE ACCOMPANYING POSTAGE PAID ENVELOPE. IF YOU HAVE ALREADY VOTED, IT IS NOT
NECESSARY TO RETURN THE ENCLOSED PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY
REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
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PROXY COMMUNITY CARE SERVICES, INC.
Solicited on Behalf of the Board of Directors
The undersigned appoints each of Dean L. Sloane and Bruce L. Ansnes (with full power to act without the other and each with
full power to appoint his substitute) as the undersigned's Proxies to vote all shares of Common Stock of the undersigned in the
Community Care Services, Inc. (the "Company"), a New York corporation, which the undersigned would be entitled to vote at the Annual
Meeting of Shareholders of the Company to be held at the offices of Gordan Altman Butowsky Weitzen Shalov & Wein, 114 West 47th
Street, New York, New York, on April 8, 1999, at 10:00 a.m. (local time) or at any adjournments thereof as follows:
1. PROPOSAL TO APPROVE THE REVERSE SPLIT OF THE COMPANY'S COMMON STOCK, PAR VALUE $.01 BY A RATIO OF 1:3.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked contrary to below) [ ] to vote for all nominees listed below [ ]
Dean L. Sloane, Bruce L. Ansnes, Bernard M. Kruger, M.D., Craig V. Sloane and Louis Rocco
(INSTRUCTIONS: To withhold authority to vote for any individual nominees, write that nominee's name in the space
provided below).
3. THE FOLLOWING THREE PROPOSALS TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION (THE "CERTIFICATE"):
A. Proposal to amend the Certificate to Classify the Board of Directors into Three Classes of Directors with
Staggered Terms:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
B. Proposal to amend the Certificate to Limit Those Entitled to Call a Special Meeting of Shareholders to the
Chairman of the Board of Directors, the President of the Company or a majority of the Board of Directors or
the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
C. Proposal to Amend the Certificate to Require a Two-Thirds Majority Vote of Either the Board of Directors or
the Shareholders to Amend the By-laws of the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO RATIFY SELECTION OF RICHARD A. EISNER & COMPANY, LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING MARCH 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, upon such other business as may properly come before the meeting or any adjournments thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed and dated on the reverse side)
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(Continued from other side)
THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE FOREGOING INSTRUCTIONS. IN THE ABSENCE OF ANY INSTRUCTIONS,
SUCH SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM 2 AND
FOR THE PROPOSALS IN ITEMS 1, 3, 4 AND 5.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY OR PROXIES TO VOTE SHARES OF COMMON
STOCK OF THE COMPANY HERETOFORE GIVEN BY THE UNDERSIGNED.
, 1999
----------------------------
(Date)
----------------------------------
----------------------------------
Please date, sign exactly as name
appears on this Proxy, and
promptly return in the enclosed
envelope. When signing as
guardian, executor, administrator,
attorney, trustee, custodian, or
in any other similar capacity,
please give full title. If a
corporation, sign in full
corporate name by president or
other authorized officer, giving
this title, and affix corporate
seal. If a partnership, sign in
the partnership name by
authorized person. In the case of
joint ownership, each joint owner
must sign.
