<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMUNITY PSYCHIATRIC CENTERS
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 2
TO REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED NOVEMBER 30, 1993
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended November 30, 1993, as set forth in the pages attached hereto:
ITEM 10. Directors and Executive Officers of the Registrant
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
These items amend certain information previously provided.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
COMMUNITY PSYCHIATRIC CENTERS
By: /s/ STEVEN S. WEIS
-----------------------------------------
STEVEN S. WEIS
CHIEF FINANCIAL OFFICER
Dated: April 13, 1994
Page 1 of 4
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PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The table presented under the caption "Information Concerning Executive
Officers" in this section of Item 10 is amended to include Jack H. Lindheimer,
M.D., age 62, as an executive officer of the company. Dr. Lindheimer was
appointed Corporate Medical Director in 1991. He was the Medical Director of
CPC Alhambra Hospital from 1970 to 1992 and has been a physician in private
practice, specializing in psychiatry, since 1960.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The Summary Compensation Table is amended in its entirety as follows:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------- ------------
Securities All
Name and Underlying Other
Principal Options/ Compen-
Position Year Salary ($) Bonus ($) SARs (#) sation
-------- ---- ---------- --------- -------- ------------
<S> <C> <C> <C> <C> <C>
Richard L. Conte, 1993 550,000 412,500 550,000(7) 223,844(8)
Chief Executive 1992 456,246 150,000 50,000 31,469(9)
Officer(1)
James R. Laughlin, 1993 275,000 275,000 115,000
Executive Vice President of 1992 181,850 100,000
the Company and
President---Transitional
Hospitals Corporation(2)
Steven S. Weis, 1993 243,577 50,000 115,000
Executive Vice 1992 219,950 25,000 100,000
President and Chief
Financial Officer(3)
Kay E. Seim, Executive 1993 222,807 50,000 115,000
Vice President and 1992 89,154 20,000 100,000
President--U.S. Psychiatric
Operations(4)
Ronald L. Ooley, 1993 161,003 123,750 85,000
Executive Vice President-- 1992 37,500
Administration(5)
Loren B. Shook(6) 1993 376,557 200,000(7) 468,016(10)
1992 379,250 50,000 50,000 28,500(9)
1991 300,000 28,500(9)
<FN>
____________________
(1) Mr. Conte was appointed Chief Executive Officer on April 13, 1992.
(2) Prior to his appointment as an executive in May 1992, Mr. Laughlin received
compensation as a consultant to the Company.
(3) Mr. Weis joined the Company as an executive on December 15, 1991.
(4) Ms. Seim rejoined the Company as an executive on June 29, 1992.
(5) Mr. Ooley was appointed as an executive officer on September 1, 1992.
(6) Mr. Shook resigned as President and Chief Operating Officer effective
October 7, 1993. See "Settlement with Loren B. Shook."
Footnotes continued next page . . .
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Footnotes to Summary Compensation Table (continued)
(7) Includes options on 166,328 and 137,500 shares for Messrs. Conte and Shook,
respectively, which were repriced on January 29, 1993 in exchange for their
forfeiture of options on 332,656 and 275,000 shares, respectively. See
"Option/SAR Grants in Last Fiscal Year," "Report on Repricing of
Options/SARs" and related table. This repricing was disclosed in the
Compensation Committee Report on Executive Compensation in the Company's
previous Proxy Statement dated April 20, 1993.
(8) Includes $56,528 in life insurance premiums paid by the Company on behalf
of Mr. Conte (see "Employment Contracts") and $167,316 deferred
compensation (see "Employment Contracts--Retirement Benefits").
(9) Deferred compensation accrued for Messrs. Conte and Shook. See "Employment
Contracts--Retirement Benefits."
(10) Paid in connection with the resignation of Mr. Shook. An additional
$308,078 was paid in fiscal 1994 to Mr. Shook in connection with his
resignation. See "Settlement with Loren B. Shook."
</TABLE>
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The "Option/SAR Grants in Last Fiscal Year" table is amended in its
entirety as follows:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- --------------------------------------------------------------------- ---------------------
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise
SARs Employees or Base Expira-
Granted in Fiscal Price tion
Name (#)(1) Year ($/Sh) Date 5% ($) 10% ($)
- ---- --------- --------- ------- ------ ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Conte 400,000(2) 15.13 10.88 1/29/03 2,735,692 6,932,780
50,000 1.89 9.50 5/20/03 298,725 757,028
100,000(3) 3.78 29.50 5/20/03 392,810(5) 1,072,470(5)
James R. Laughlin 10,000 .38 10.88 1/29/03 68,392 173,319
30,000 1.13 9.50 5/20/03 179,235 454,217
75,000(3) 2.84 29.50 5/20/03 294,608(5) 804,352(5)
Steven S. Weis 10,000 .38 10.88 1/29/03 68,392 173,319
30,000 1.13 9.50 5/20/03 179,235 454,217
75,000(3) 2.84 29.50 5/20/03 294,608(5) 804,352(5)
Kay E. Seim 10,000 .38 10.88 1/29/03 68,392 173,319
30,000 1.13 9.50 5/20/03 179,235 454,217
75,000(3) 2.84 29.50 5/20/03 294,608(5) 804,352(5)
Ronald L. Ooley 25,000 .94 10.88 1/29/03 170,980 433,299
20,000 .76 9.50 5/20/03 119,490 302,811
40,000(3) 1.51 29.50 5/20/03 157,124(5) 428,988(5)
Loren B. Shook 200,000(2) 7.56 10.88 2/28/94(4) 1,367,846 3,466,390
<FN>
____________________
(1) Except as disclosed in footnotes 2 and 3, all options vest 20% on the date
of grant and on the first day of each of the following four fiscal years.
(2) Includes options on 166,328 and 137,500 shares for Messrs. Conte and Shook,
respectively, vested immediately upon grant which were repriced in exchange
for their forfeiture of options on 332,656 and 275,000 shares,
respectively, which had an average exercise price of $25.94 for Mr. Conte
and $26.81 for Mr. Shook. The granting of these repriced options was
disclosed in the Compensation Committee Report on Executive Compensation in
the Company's previous Proxy Statement dated April 20, 1993.
(3) A special one-time grant of premium priced nonqualified options
("Converging Options") were granted on May 20, 1993, at an exercise price
of $29.50, which is $20.00 above the closing price of the Company's common
stock on the New York Stock Exchange on that date. For each year during
which the Company meets specific targets or increases total return to
shareholders, the exercise price will decrease by $5.00 until the exercise
price and the market price of the Company's common stock converge. The
exercise price will be fixed at the market
Footnotes continued next page . . .
3 of 4
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Footnotes to Option/SAR Grants in Last Fiscal Year Table (continued)
price on the date of convergence, and the Converging Options will then
vest. Thus, the market price must improve above the convergence price
before any gain can be realized. If convergence does not occur during the
first five years after the grant of the Converging Options, the Converging
Options will be cancelled. The intention to grant these Converging Options
also was disclosed in the Compensation Committee Report on Executive
Compensation in the Company's previous Proxy Statement dated April 20,
1993.
(4) See "Settlement with Loren B. Shook."
(5) The potential realizable values of the Converging Options are based on the
assumption that the Company meets specific targets so that the exercise
price of the Converging Options is reduced by $20 ($5 a year over four
years) and converge with the market price of the Company's common stock at
(i) $11.55, assuming 5% annual appreciation of the Company's common stock,
and (ii) $13.90, assuming 10% annual appreciation of the Company's common
stock.
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSHIP OF MANAGEMENT
The table under this section of Item 12 is amended in its entirety as
follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
NAME AS OF 2/28/941 CLASS2
---- --------------------- ------------
<S> <C> <C>
Richard L. Conte 215,798
David L. Dennis 15,000
Hartly Fleischmann 36,665
James R. Laughlin 97,000
Jack H. Lindheimer 35,000
Ronald L. Ooley 22,000
Stephen J. Powers 15,000
Kay E. Seim 36,544
Dana L. Shires 33,250
Robert L. Thomas 10,000
David A. Wakefield 83,006
Steven S. Weis 82,000
All directors and executive 722,263 1.5%
officers as a group (14 persons)
<FN>
_____________
(1) Includes shares subject to options granted under the Company's 1989 Stock
Incentive Plan which are presently exercisable or which will become
exercisable on or before April 29, 1993, as follows: Mr. Conte, 189,796;
Mr. Wakefield, 81,881; Ms. Seim, 36,500; Dr. Lindheimer, 35,000; Mr.
Fleischmann, 30,765; Dr. Shires, 25,000; Messrs. Dennis and Powers, 15,000;
Mr. Thomas, 10,000; Mr. Ooley, 22,000; Mr. Laughlin, 97,000; Mr. Weis,
82,000; and the group, 677,942. Also includes shares held in trust, for
which an above listed person acts as trustee.
(2) In all cases except the group, the holdings represent less than 1% of the
outstanding shares of common stock.
</TABLE>
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