<PAGE>
CANTERBURY CORPORATE SERVICES, INC.
1600 Medford Plaza, Route 70 and Hartford Road
Medford, New Jersey 08055
P R O X Y S T A T E M E N T
Proxies, in the form enclosed with this Proxy Statement, are
solicited by the Board of Directors of Canterbury Corporate
Services, Inc. for the Annual Meeting of Shareholders to be held
on August 29, 1996 at 10:00 a.m. at The Mansion on Main Street,
Plaza 3000 at Main Street, Voorhees, New Jersey.
Shareholders of record as of the close of business on July 3,
1996 will be entitled to vote at the meeting and any adjournment
thereof. As of that date, 15,007,610 shares of common stock of
the Corporation were outstanding and entitled to one vote each.
Execution of a proxy will not in any way affect a shareholder's
right to attend the meeting and vote in person. Any shareholder
submitting a proxy has the right to revoke it at any time before
it is exercised.
Any proxies that are sent in by shareholders may be revoked
prior to August 29, 1996 at 10:00 a.m. by mail or other deliveries
in writing, or by voice vote if the shareholder attends the Annual
Meeting.
The persons named as attorneys in the proxies are either
Officers or Directors of the Corporation. With respect to the
election of a Board of Directors, shares represented by proxies
in the enclosed form, which are received, will be voted as stated
below under "Election of Directors." Where a choice has been
specified on the proxy with respect to the proposal, the shares
represented by the proxy will be voted in accordance with the
specification and will be votes FOR that proposal if no
specification is indicated.
Under Pennsylvania law, the presence of shareholders
entitled to cast at least a majority of the votes that all shareholders
are entitled to cast on a particular matter to be acted upon at a
meeting, shall constitute a quorum for purposes of consideration
and action on a matter. Only shareholders indicating an
affirmative or negative decision on a matter are treated as
voting, so that abstentions, broker non-votes or mere absence or failure
to vote is not equivalent to a negative decision and will not count
toward a quorum, and if a quorum is otherwise present, effect the
outcome of a vote. A broker non-vote occurs when a broker
submits a proxy but does not have authority to vote a customer's shares
on one or more matters. The affirmative vote of the holders of a
majority of shares of common stock entitled to vote at the annual
meeting is required for approval of each of the actions proposed
to be taken at the Annual Meeting. In the event a shareholders'
meeting is called for the election of Directors and is adjourned
for lack of a quorum and another shareholders' meeting is called,
those shareholders entitled to vote who attend the adjourned
meeting, although less than a quorum as fixed under Pennsylvania
law or in the by-laws, shall nevertheless constitute a quorum for
the purpose of electing Directors. If a meeting called to vote
upon an other matter than the election of Directors has been
adjourned for at least 15 days because of the absence of a quorum,
<PAGE>
those shareholders entitled to vote who attend such meeting,
although less than a quorum as fixed under Pennsylvania law or in
the by-laws shall nevertheless constitute a quorum for purpose of
acting upon any matter set forth in the notice of meeting, if the
notice actually states that those shareholders who attend the
adjourned meeting shall nevertheless constitute a quorum for the
purpose upon acting on the matter, then the vote would be
binding.
No other matters are expected to be presented to the
meeting. If any other matter should be presented at the meeting upon
which it is proper to take a vote, shares represented by all proxies
received will be voted with respect thereto in accordance with
the judgment of the persons named as proxies.
An Annual Report containing summary financial statements is
enclosed with, but not as a part of, this Proxy Statement. A
Form 10-K report as filed with the SEC, including complete financial
statements audited by Ernst & Young, L.L.P. is available upon
request.
The first date that this Proxy Statement and Proxy Material
were sent to the shareholders was July 31, 1996.
Proposal No. 1 - ELECTION OF DIRECTORS
- -------------- ---------------------
Seven Directors are to be elected at the Meeting, each to
serve until the next Annual Meeting and until his or her
successor shall have been elected and qualified. Each of the nominees
named in the following pages is presently a member of the Board of
Directors. In case any of the nominees should become unavailable
for election, for any reason not presently known or contemplated,
the persons named on the proxy card will have discretionary
authority to vote pursuant to the proxy for a substitute.
NOMINEES FOR DIRECTORS
- ----------------------
<TABLE>
Director
Name Age Since Principal Occupation
- ---- --- -------- --------------------
<S> <C> <C> <C>
Stanton M. Pikus 55 1981 President, Chief Executive Officer, and Chairman of
the Board of Directors
Kevin J. McAndrew 38 1990 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer
Jean Zwerlein Pikus 43 1984 Vice President -
Operations, Secretary
Alan B. Manin 58 1981 Vice President - Training
Stephen M. Vineberg*53 1988 President, CMQ, Inc.
Paul L. Shapiro* 45 1992 Manager, McKesson Drug Co.
Frank A. Cappiello* 70 1995 Mutual Fund Money Manager,
Closed-End Fund Advisors,
Inc.
</TABLE>
* Independent Directors *
<PAGE>
BIOGRAPHIES OF THE NOMINEES FOR DIRECTORS
- -----------------------------------------
STANTON M. PIKUS, President, Chief Executive Officer and
Chairman of the Board of Directors, was a founder of the Company
(1981). He graduated from The Wharton School of the University
of Pennsylvania (B.S., Economics and Accounting) in 1962. From
1968 until 1984 he had been President and majority stockholder of
Brown, Bailey and Pikus, Inc., a mergers and acquisitions consulting
firm that had completed more than twenty transactions. In addition,
Mr. Pikus has been retained in the past by various small to
medium-sized public companies in the capacity of an independent financial
consultant. Since 1984, Mr. Pikus has devoted 100% of his time
to the Company.
KEVIN J. McANDREW, CPA, Chief Operating Officer since
December, 1993; Executive Vice President and Chief Financial
Officer of the Company since June 21, 1987; Treasurer since
January, 1988; and Director since 1990. He is a graduate of the
University of Delaware (B.S. Accounting, 1980) and has been a
Certified Public Accountant since 1982. From 1980 to 1983 he was
an Auditor with the public accounting firm of Coopers & Lybrand
in Philadelphia. From 1984 to 1986 Mr. McAndrew was employed as a
Controller for a New Jersey based division of Allied Signal, Inc.
JEAN ZWERLEIN PIKUS, Vice President of Human Resources and
Operations, Secretary, and Director since December 1, 1984, was
employed by J. B. Lippincott Company, a publishing company, from
1974 to 1983, where she was Assistant Personnel Manager and also
created its word processing center, and was responsible for the
day-to-day control of word processing and graphic services. In
1984, Ms. Pikus graduated from The Wharton School of the
University of Pennsylvania (B.S., Accounting and Management, cum laude).
Ms. Pikus is the wife of the President, Stanton M. Pikus.
ALAN B. MANIN, Vice President of Education & Curriculum and
Director of the Company since its inception, is a graduate of
Temple University (B.S., 1960; M.Ed., 1966); a former teacher and
Department Chairman in the Philadelphia School System
(1960-1966); a former Vice President and Director of Education for
Evelyn Wood Reading Dynamics (1966-1972); a former Director of Northeast
Preparatory School (1973); President, Chief Operating Officer and
founder of Health Careers Academy, a federally accredited
(National Association of Trade and Technical Schools) vocational school
(1974-1979); and a founder of the Company (1981).
STEPHEN M. VINEBERG, a Director since 1988, is currently the
President and Chief Executive Officer of CMQ, Inc. Previously he
was a Vice President of Fidelity Bank, Philadelphia, where he was
Chief Operating Officer of the Data Processing, Systems and
Programming Divisions. Mr. Vineberg also directed a wholly-owned
subsidiary of the bank that developed and marketed computer
software, operated a service bureau and coordinated all
electronic funds transfer activities.
PAUL L. SHAPIRO, a Director since December, 1992 has worked
for McKesson Drug Company for the past 15 years. From 1973
through 1975 he was Director of the Pennsylvania Security Officers'
Training Academy. In 1973, he graduated from York College of
Pennsylvania with a B.S. Degree in Police Administration.
<PAGE>
FRANK A. CAPPIELLO, a Director since April, 1995 is
President of an investment counseling firm: McCullough, Andrews &
Cappiello, Inc., providing management of more than $1 billion of assets.
He is Chairman of three no-load mutual funds; Founder and Principal of
Closed-End Fund Advisors, Inc.; publisher of Cappiello's
Closed-End Fund Digest; author of several books and a regular panelist on
"Wall Street Week with Louis Rukeyser." For more than 12 years
Mr. Cappiello was Chief Investment Officer for an insurance holding
company with overall responsibility for managing assets of $800
million. Prior to that, he was the Research Director of a major
stock brokerage firm. He is a graduate of the University of
Notre Dame and Harvard University's Graduate School of Business
Administration.
Please be advised that the present Officers and Directors
have the following relationships and related transactions with the
Company.
In early 1993, the Company agreed to purchase and restructure
the key-man life insurance policies for its Corporate Officers.
The amount and beneficiary of the key-man life insurance policies
are as follows:
<TABLE>
<CAPTION>
Corporate Officers Amount of Policy Beneficiary
- ------------------ ---------------- -----------
<S> <C> <C>
Stanton M. Pikus $2,000,000 Company
Kevin J. McAndrew $1,000,000 Company
Alan B. Manin $ 500,000 Company
Jean Z. Pikus $ 500,000 Company
Marc Orsimarsi $ 250,000 Company
</TABLE>
In December, 1995, the Company secured a $1,000,000
key-man life insurance policy on Roger E. Flax, the President of
MSI/Canterbury Corp. In the event of the death of Dr. Flax, the entire
$1,000,000 benefit would be paid to the Company.
In June, 1994, the Company secured a $500,000 key-man
life insurance policy on Virginia FitzPatrick, the President of
CALC/Canterbury Corp., a subsidiary of the Company. In the event
of the death of Ms. FitzPatrick, the entire $500,000 benefit
would be paid to the Company.
In June, 1994, the Company secured a $150,000 key-man
life insurance policy on Edward T. Roffman, the Vice President of
CALC/Canterbury Corp. In the event of the death of Mr. Roffman,
the entire $150,000 benefit would be paid to the Company.
EXECUTIVE CASH COMPENSATION
The following table sets forth a summary of cash
compensation paid by the Company with respect to services rendered in
fiscal 1993, 1994 and 1995 to the Chief Executive Officer and each of
the other four most highly-compensated Officers of the Company who
received at least $100,000 in total annual compensation.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Securities Stock Option
Name and Salary Bonus Other Annual Restricted Underlying LTIP Exercise
Principal Position (1) Year ($) ($) Compensation($) Stock Awards($) Options/SARs(#) Payouts($) Compensation($)
- ----------------------- ----- ----- ----- --------------- --------------- --------------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanton M. Pikus, 1995 $199,148 $ - $ - $ - $ - $ - 26,120
President 1994 149,580 - - - - - 40,794
1993 108,908 6,000 - - - - -
Kevin J. McAndrew, 1995 $127,111 $ - $ - $ - $ - $ - 11,307
Executive Vice 1994 90,234 18,000 - - - - 31,687
President 1993 $ 78,914 5,000 - - - - -
(1) No other Executive Officers received in excess of $100,000 in total annual compensation for the three year period.
</TABLE>
OPTION GRANTS
Virginia FitzPatrick, President of CALC/Canterbury Corp.,
was granted 10,000 shares of stock options pursuant to the 1995 Stock
Incentive Plan to Executive Officers during Fiscal 1995.
AGGREGATED OPTION EXERCISES IN 1995
AND FISCAL YEAR-END 1995 OPTION VALUES
The following table provides information on option
exercises in fiscal 1995 by the Executive Officers and on the Executive
Officers' unexercised options at November 30, 1995. Included are
options granted under the 1987 Employee Stock Option Plan.
<TABLE>
<CAPTION>
Shares Number of Securities underlying Value of Unexercised In-The-Money
acquired on Value Unexercised Options at Year-End 1995(#) Options at Year-End 1995(#)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- ----------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanton M. Pikus 128,000 264,520 50,000 0 0 0
Kevin J. McAndrew 53,000 110,020 175,000 0 0 0
Alan Manin 53,000 110,020 10,000 0 0 0
Jean Z. Pikus 53,000 110,020 50,000 0 0 0
Marc Orsimarsi 2,500 5,225 65,000 0 54,700 0
</TABLE>
Option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving the
Company the option holders must exercise within 30 days. These options
exercise into restricted shares of Company stock.
EMPLOYMENT CONTRACTS
During Fiscal 1995, the Company entered into an adjusted
employment agreement with Stanton M. Pikus, the President. The
term of the agreement is five years and calls for a base salary
of $195,000 beginning on December 1, 1995 with annual salary
increases of $25,000 in the second and third years and to remain at
$245,000 for the last two years of the contract. Also included in the
agreement are future incentives based on Company performance.
There is a bonus opportunity of 5% on the first $500,000 of
consolidated income before taxes and bonus and 3% above $500,000.
In conjunction with this contract, the President agreed to a
covenant not to compete with the Company during his employment
and for a period of one year after his employment with the Company
has terminated. For the year ended November 30, 1995 the President
waived his right to receive any performance bonus earned.
The Company also has an employment agreement with its
Executive Vice President and Chief Operating Officer, Kevin J. McAndrew.
The agreement commences December 1, 1995 and expires November 30,
2000. It requires an annual base salary of $120,000 for Fiscal 1996 and
increases of $15,000 per year for the next four years. Also
included in the agreement are future incentives based on the
Company's profitability. A bonus of $30,000 will be earned if
the consolidated income before income taxes and bonus of the Company
exceeds $1,000,000. The bonus opportunity applies to each of the
five years of the contract.
The Company has an employment agreement with the
President of the management training segment, Dr. Roger Flax. The
agreement, amended in January, 1996, expires September 1, 1997 and
requires a base salary of $66,714 in Fiscal 1996 with an inflationary
increase in Fiscal 1997.
The Company has employment agreements with Virginia
FitzPatrick, the President and Edward Roffman, Vice President, of
the computer training segment. The term of the agreement for the president
began in June 1994 and is five years and has a base salary of
$115,000, with inflationary increases in each successive year. The
term of the agreement for the vice president began in June 1994
and is three years and calls for an annual salary of $60,000 with
inflationary increases in each successive year.
COMMITTEES OF THE BOARD
The Board has established an Audit Committee, a Stock
Option Committee and a Compensation Committee. All three committees are
currently composed entirely of Independent Directors who are not
Officers of the Company (Stephen Vineberg and Paul Shapiro).
DIRECTORS' REMUNERATION
Directors receive no cash compensation for services as
Directors. Paul Shapiro and Stephen Vineberg received 10,000
five-year stock options at market value.
The Company had 23 meetings of the Board of Directors
during the last full fiscal year. There was no incumbent who, during
the last full fiscal year, attended fewer than 91% of said meetings.
PERFORMANCE GRAPH
The following graph demonstrates a comparison of the
Company's shareholder returns at each fiscal year end as of November 30
with shareholder returns on a broad market index, the Nasdaq Stock
Market (US), and a industry index, Nasdaq Non-Financial Stocks.
The comparison assumes $100.00 was invested on November 30, 1990
in the Company's common stock, the Nasdaq Stock Market (US) and the
Nasdaq Non-Financial Stocks.
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN
900 -
N
800 -
N
700 -
D 600 -
O
500 - N
L N
L 400 -
C
A C NF
300 - NF
R C
NF
S 200 - NF,C
NF,C,N
100 - NF,C,N
0 -
1990 1991 1992 1993 1994 1995
Y E A R
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ENTIRE
SLATE OF NOMINEES IN PROPOSAL NO. 1.
A majority vote of over 50% will be necessary to carry this
proposal.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
<TABLE>
<CAPTION>
Shares Beneficially Owned % Owned of
Name on July 3, 1996 Company's Shares
- -------------------- ------------------------- ----------------
<S> <C> <C>
Stanton M. Pikus 1,374,737(3) 9.16%
Kevin J. McAndrew 353,909(4) 2.36%
Jean Zwerlein Pikus(1) 179,416(5) 1.20%
Alan B. Manin 387,683(6) 2.58%
Roger E. Flax, Ph.D. 155,000(7) 1.03%
Stephen M. Vineberg 75,885(8) .51%
Paul L. Shapiro 37,000(9) .25%
Frank A. Cappiello 185,000(10) 1.23%
Virginia FitzPatrick 40,000(11) .27%
Edward Koenig(2) 573,544 3.82%
------------- ------
TOTAL 3,362,174 22.41%
============= ======
</TABLE>
<PAGE>
(1) Wife of Stanton M. Pikus, deemed to have beneficial interest
in the 1,374,737 owned by husband, included are 50,000 stock
options exercisable at $3.63 per share.
(2) As a result of the November, 1993 acquisition of Landscape
Maintenance Services, Inc., Edward Koenig and his immediate
family received a total of 1,029,000 shares (6.86%) of Company common
stock. The transfer of 455,456 shares was made to immediate
family members.
(3) Included are 50,000 stock options exercisable at $3.63 per
share.
(4) Included are 100,000 stock options exercisable at $2.75 per
share; 50,000 stock options exercisable at $3.63 and 25,000 stock
options exercisable at $2.50 per share.
(5) Included are 30,000 stock options exercisable at $3.63 per
share and 20,000 stock options exercisable at $2.50 per share.
(6) Included are 10,000 stock options exercisable at $3.63 per share.
(7) Included are 150,000 stock options exercisable at $4.00 per share.
(8) Included are 7,500 stock options exercisable at $2.75 per
share; 7,500 stock options exercisable at $3.13 per share; 7,500
stock options exercisable at $4.50 per share; 10,000 stock options
exercisable at $2.81 per share; 2,500 stock options exercisable at
$2.75 per share; 5,000 stock options exercisable at $1.50 per share
and 5,000 stock options exercisable at $.75 per share.
(9) Included are 7,500 stock options exercisable at $2.75 per
share; 7,500 stock options exercisable at $3.13 per share; 2,500
stock options exercisable at $2.75 per share; 7,500 stock options
exercisable at $4.50 per share and 10,000 stock options exercisable
at $2.81 per share.
(10) Included are 100,000 stock options exercisable at $2.00 per
share.
(11) Included are 10,000 stock options exercisable at $2.81 per
share and 10,000 stock options exercisable at $3.00 per share.
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive Officers, Directors, and Affiliates to
file initial reports of ownership and reports of changes of ownership
of the Company's common stock with the Securities and Exchange
Commission. These executive Officers, Directors, and Affiliates
are required to furnish the Company with copies of all Section
16(a) forms that they file. Based solely on the Company's review
of Securities and Exchange Commission Forms 3, 4, and 5 submitted
to the Company, and written representations from these Officers,
Directors, and Affiliates that no other reports were required,
the Company notes that all forms were filed in a timely fashion.
<PAGE>
Proposal No. 2 - APPOINTMENT OF ACCOUNTANTS
- -------------- --------------------------
Subject to shareholder ratification, the Board of Directors
has reappointed the firm of Ernst & Young, LLP, Certified Public
Accountants, as independent auditors to make an examination of the
accounts of the Company for the year ending November 30, 1996.
Ernst & Young audited Canterbury's books for the fiscal years 1984
through 1995.
One or more members of this firm are expected to be present at
the Annual Meeting, and will have the opportunity to make a
statement if they desire to do so and will be available to respond
to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL
NO. 2. A majority vote of over 50% will be necessary to carry
this proposal.
Proposal No. 3 - TO ADOPT THE AMENDMENT TO THE 1995 STOCK INCENTIVE
- -------------- --------------------------------------------------
PLAN TO PROVIDE FOR AN AUTOMATIC ANNUAL INCREASE IN THE NUMBER OF
- -----------------------------------------------------------------
SHARES AVAILABLE THEREUNDER
- ---------------------------
1. Reason for Proposed Amendment
The Company's Board of Directors believes that the continued
success of the Company depends upon its ability to attract and
retain highly qualified and competent employees. The Plan enhances
that ability, and provides additional incentive to such personnel
to advance the interest of the Company and its shareholders. The
adoption of this proposed amendment would help put the Board in
position in which it would have the ability to issue incentive
stock options under the Plan to qualified individuals in the
amounts, and at the times, that your Board of Directors may, in its
reasonable judgment, consider most advantageous to the Company.
2. Proposed Amendment
In June, 1996, the Company's Board of Directors approved an
amendment to the 1995 Stock Incentive Plan (the "Plan Amendment"),
which the Company's shareholders are hereby being asked to approve,
to automatically increase the total number of shares of the
Company's Common Stock as to which options are available for grant
under the Plan, on the first day of each fiscal year during which
the Plan remains in effect, beginning December 1, 1996, by 500,000
shares annually, subject to the approval of the Board of Directors.
3. Required Vote
If a majority of the shares entitled to vote is present
at the meeting, the affirmative vote of a majority of the votes cast by
the shareholders of Common Stock will be necessary for the
adoption of Proposal 3. Abstentions and broker non-votes will be treated
as shares present and not voting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3.
<PAGE>
EXPENSES OF SOLICITATION
The cost of the solicitation of proxies will be borne by
the Company. In addition to the use of the mails, proxies may be
solicited by regular employees of the Company, either personally
or by telephone or telegraph. The Company does not expect to pay
any compensation for the solicitation of proxies, but may reimburse
brokers and other persons holding shares in their names or in the
names of nominees for expenses in sending proxy materials to
beneficial owners and obtaining proxies from such owners.
OTHER MATTERS
A copy of the Company's annual report to stockholders
for the year ended November 30, 1995 is enclosed herein.
This proxy contains forward looking statements. The
actual results might differ materially from those projected in the
forward looking statements. Additional information concerning factors
that could cause actual results to materially differ from those in
forward looking statements is contained in Canterbury Corporate
Services, Inc.'s SEC filings, including periodic reports under
the Securities Exchange Act of 1934, as amended, copies of which are
available upon request from the Canterbury investor relations
department.
The Board of Directors does not intend to bring any
matters before the meeting other than as stated in this proxy statement,
and is not aware that any other matters will be presented for
action at the meeting. If any other matters come before the
meeting, the persons named in the enclosed form of proxy will
vote the proxy with respect thereto in accordance with their best
judgment, pursuant to the discretionary authority granted by the
proxy. The cost of preparing, assembling and mailing the proxy
material will be borne by the Company.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Meeting in
accordance with the directions given. In voting by proxy in
regard to the election of seven Directors to serve until the 1996 Annual
Meeting of Stockholders, stockholders may vote in favor of all
nominees or withhold their votes as to all nominees or withhold
their votes as to specific nominees. With respect to other items
to be voted upon, stockholders may vote in favor of the item or
against the item or may abstain from voting. Stockholders should
specify their choices on the enclosed proxy. If no specific
instructions are given with respect to the matters to be acted
upon, the shares represented by the proxy will be voted FOR the
election of all Directors, FOR the proposal to ratify and
approval of the appointment of independent accountants and FOR the
automatic increase of 50,000 in available options under the 1995 Stock
Incentive Plan.
Respectfully submitted,
By: /s/Jean Zwerlein Pikus
--------------------------
Jean Zwerlein Pikus
Vice President and Secretary
Dated: July 31, 1996
<PAGE>
Stockholders who do not expect to be present at the meeting and
who wish to have their shares voted, are requested to make, date
and sign the enclosed proxy and return it in the enclosed
envelope. No postage is required if it is mailed in the United States.
CANTERBURY CORPORATE SERVICES, INC.
PROXY
FOR ANNUAL MEETING FISCAL 1995
Please sign and return immediately
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned being a
stockholder of Canterbury Corporate Services, Inc., Medford, New
Jersey do hereby constitute and appoint Stanton M. Pikus and
Kevin J. McAndrew, or either one of them (with full power to act
alone), my true and lawful attorney(s) with full power of substitution to
attend the Annual Meeting of Stockholders of said Corporation to
be held at The Mansion on Main Street, Plaza 3000 at Main Street,
Voorhees, New Jersey on August 29, 1996 at 10:00 a.m. or any and
all adjournment thereof, and to vote all stock owned by me or
standing in my name, place and stead on the proposals specified
in the notice of meeting dated July 31, 1996 or any and all
adjournments thereof, with all the power I possess if I were
personally present, hereby ratifying and confirming all that my
said proxy or proxies may be in my name, place and stead as
follows:
1. Election of Directors
To elect seven (7) Directors, each for a term of one (1)
year or until the next Annual Meeting:
Stanton M. Pikus, Kevin J. McAndrew, Jean Zwerlein Pikus, Alan
B. Manin, Stephen M. Vineberg, Paul L. Shapiro and Frank A. Cappiello
It is specifically directed that this Proxy be voted:
FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES [ ]
INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name in the space provided below:
2. Proposal to ratify Ernst & Young, LLP, as the Company's
Independent Public Auditors.
IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ]
3. To adopt the amendment to the Canterbury Corporate
Services, Inc. 1995 Stock Incentive Plan.
IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting.
IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ]
IF NO DESIGNATIONS ARE MADE IN THE SPACES PROVIDED ABOVE, THIS
PROXY WILL BE VOTED "IN FAVOR OF" THE ABOVE PROPOSALS. The
shares represented by a properly executed Proxy will be voted as
directed.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS; IT
MAY BE REVOKED PRIOR TO ITS EXERCISE.
_________________________________________________________(L.S.)
(Print Name)
DATE: ____________________________________, 1996
_________________________________________________________(L.S.)
(Signature of Stockholder)
DATE: ____________________________________, 1996
NOTE: ALL JOINT OWNERS MUST SIGN INDIVIDUALLY. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR CUSTODIAN,
PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS on August 29, 1996
To the Shareholders
Canterbury Corporate Services, Inc. July 31, 1996
The Fiscal 1995 Annual Meeting of Shareholders of Canterbury
Corporate Services, Inc. (the "Company") will be held at The Mansion on
Main Street, Voorhees, New Jersey on August 29, 1996 at 10:00 a.m. for the
following purposes:
1. To elect seven (7) Directors for the ensuing year;
2. To ratify the appointment of Ernst & Young, LLP, as
the Company's independent public accountants for the fiscal year ending
November 30, 1996;
3. To adopt the amendment to the Canterbury Corporate
Services, Inc. 1995 Stock Incentive Plan;
4. To transact any other business as may properly be
brought before the meeting.
Shareholders of record as of the close of business on July 3,
1996 (record date) are eligible to vote at this Annual Meeting of
Shareholders. However, so that we may be sure your vote will be counted,
we invite you to sign and date the accompanying proxy card and return
it as soon as possible in the envelope provided. If you attend the
meeting, you may revoke your proxy and vote in person.
SHAREHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO
VOTE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE, WHICH DOES NOT REQUIRE ANY UNITED STATES
POSTAGE.
By order of the Board of Directors,
By: /s/Jean Zwerlein Pikus
-----------------------------
Jean Zwerlein Pikus
Vice President and Secretary
July 31, 1996, Medford, NJ
A copy of the Annual Report of the Company for the fiscal year
ended November 30, 1995 is enclosed herewith. The Company's 10-K
Report for the fiscal year ended November 30, 1995, as well as the
10-Q Report for the six months ended May 31, 1996 are available free
of charge upon written request to:
Canterbury Corporate Services, Inc.
1600 Medford Plaza
Medford, New Jersey 08055
July 31, 1996
Dear Shareholder:
Enclosed you will find the following material relating to Canterbury
Corporate Services, Inc.'s (the "Company") 1995 fiscal year which ended
on November 30, 1995:
Notice of the Annual Meeting of Shareholders
Proxy Statement
Proxy Form and Return Envelope
A Copy of the Company's 1995 Annual Report
Press Release for the Second Quarter of Fiscal 1996 ended May 31, 1996.
I would appreciate it if you would complete the enclosed proxy
and return it in the enclosed envelope.
Very truly yours,
CANTERBURY CORPORATE SERVICES, INC.
By: /s/Stanton M. Pikus
---------------------------
Stanton M. Pikus, President
Enclosures
1995 ANNUAL REPORT
CANTERBURY CORPORATE SERVICES, INC.
<PAGE>
MESSAGE FROM MANAGEMENT
Dear Fellow Shareholders:
Fiscal 1995 was an excellent year for Canterbury in many
respects.
First of all, we completed most of the reengineering necessary to
move Canterbury away from its previous business segment. Along
the way, we sold our printing subsidiary at a healthy profit. The
cash we received and will continue to receive from that divestiture
will be applied to a reduction of debt and to the expansion of our
core business - corporate training and consulting with special
emphasis on information technology.
Secondly, our cash flow from continuing operations for 1995 was
in excess of $1,900,000; we paid back $3,112,500 in long-term debt
(through June, 1996 long-term debt was reduced by $4,150,000);
our net worth was $13,112,000; our total assets were $26,827,000 and
we ended the year with $1,471,000 in cash and equivalents.
Thirdly, we created a technology based acquisition model for
Canterbury, which is being implemented in Fiscal 1996.
As you know, our major core subsidiaries are CALC/Canterbury
Corp. and MSI/Canterbury Corp. (We mailed a film and a corporate
brochure describing these training/consulting subsidiaries to
every shareholder of record. If you did not receive them because your
stock was held in street name, or because you are a new or a
prospective shareholder, please call our corporate office in
Medford and we will send them to you.)
MSI/Canterbury Corp. provides management, sales and
communications training and CALC/Canterbury Corp. provides computer applications
training and technical training to the Fortune 1000 marketplace,
primarily in New York City and New Jersey.
Our acquisition model has two thrusts:
Acquire existing, profitable information technology companies
in primary and secondary markets nationwide. This will permit
CALC/Canterbury Corp., MSI/Canterbury Corp. and every sister
company that joins the Canterbury banner to service customers
nationally and not be restricted to any one city, state or
region.
Acquire companies across the technology continuum as shown in
the chart below. Since corporations accessing computer
applications training also need computer and software
consulting, network and systems development, systems
integration, Internet development and application, as well as
Intranet conversions, the Canterbury family of companies will
be able to provide a fully integrated, comprehensive approach
to information technology.
<PAGE>
CANTERBURY'S
INFORMATION TECHNOLOGY
MERGER/ACQUISITION MODEL
Application Technical Computer and Network and Systems Internet and
Training Training Software Systems Integrators Intranet
Companies Companies Consultants Developers and Consultants,
Installers Developers and
Providers
<PAGE>
CORPORATE TRAINING AND CONSULTING
CALC/Canterbury Corp. and MSI/Canterbury Corp.
Canterbury Corporate Services...a visionary organization, proudly
dedicated to providing comprehensive, integrated training
services to meet all of your training needs.
The Canterbury Companies specialize in many types of instruction,
ranging from entry level to executive level programs, in PC and
management training.
Our extensive monthly program schedule encompasses the most
popular training classes including:
Lotus Microsoft Adobe Management and Team Development
Training Internet Selling Macintosh Negotiation and
Persuasive Skills OS/2 FoxPro Interpersonal
Communications Training Novell Paradox UNIX Executive
Development and Coaching Quattro SQL Harvard Graphics
QuarkXpress Organizational Consulting and Problem Solving
...and much more.
1 ANALYSIS
First, Canterbury studies the corporate culture. Every company
has a history of its own. How each company currently functions
is critical to the programs we develop.
2 ASSESSMENT
Much of our success results from the special approach taken for
each particular training situation. Individual needs are what
matter to us.
3 CUSTOMIZATION
If one of the 200 courses from our library of training solutions
does not satisfy any particular customer's requirements,
Canterbury prescribes a customized solution.
We can bring together a unique program by blending two or more of
our existing 2,000 individual course modules or by assigning our
course writers and learning managers to develop a program from scratch.
4 PARTNERING
We "partner" our staff with our customer's staff.
Canterbury is a personal learning adviser, working with corporate
managers to ensure a seamless flow of program selection and
development, administration, implementation, reinforcement, and
evaluation.
Canterbury is on-call...from the initial assessment of training
needs until the successful completion of the entire process.
We care about results.
<PAGE>
5 TASK-BASED TRAINING
Canterbury's modern instructional methods alter the traditional
teacher-based system. Our trainers utilize a task-based learning
system - a teaching style which is fast paced and skill driven.
Our instructors are trained to be learning managers, acting as
personal guides for each student. Instructors also personalize
the programs for each class, allowing students to learn both by
themselves and from each other.
6 QUICK SKILL DEVELOPMENT
Canterbury develops skills quickly, utilizing reinforcement drills
and real-life, job-related applications during each class. In fact,
our instructors do not stop teaching until all objectives have been met.
7 INVOLVEMENT
Even after the class is over, we remain involved by providing continuous,
on-call corporate advisement and student assistance. Programs such as
our Graduate Enhancement Workshops help to reinforce this.
8 WE MEASURE RESULTS
Pre and post-evaluations determine the right courses for our
customers and allow us to validate their proficiencies upon
completion of a Canterbury class.
9 TOTAL SATISFACTION
Total satisfaction with the training and new skill proficiency of
our customers is our ultimate goal. It is simple.
10 THINKING GLOBALLY
A major reason for the Canterbury success story is that we are
not shy about getting involved in what is new. Using the latest
training technologies, our learning managers and course writers
can provide integrated skills training, on a national and
international basis - all designed to keep our customers globally
competitive.
ESTABLISHED
We are not the new kid on the block. We have provided a quarter
century of live training and we are still growing. This is the
mark of a company you can count on today, more than ever before.
The Canterbury Companies have offered live classroom training for
more than 25 years. We continue this tradition as we train over
8,000 people in more than 500 corporate training skills classes
each month.
We look forward to 1996 and beyond.
Respectfully submitted,
/s/Stanton M. Pikus /s/Kevin J. McAndrew
- ---------------------- -----------------------------
Stanton M. Pikus Kevin J. McAndrew
President Executive Vice President
Chief Executive Officer Chief Operating Officer
<PAGE>
Balance Sheet Information as of November 30, 1995
<TABLE>
<S> <C>
Cash and cash equivalents $ 1,471,702
Accounts receivable, net 5,281,731
Prepaid and other current assets 1,313,208
Deferred income tax benefit and refundable taxes 1,120,676
------------
Total current assets 9,187,317
Property and equipment net 3,756,242
Goodwill, net 9,440,645
Other non-current assets 4,443,405
------------
Total assets $26,827,609
============
Accounts payable and accrued expenses $ 2,066,937
Income taxes payable 132,000
Unearned tuition income 1,186,886
Current portion, long-term debt 2,837,279
------------
Total current liabilities 6,223,102
Long-term debt and deferred tax liability 7,491,701
Stockholders' equity
Total stockholders' equity $13,112,806
------------
Total liabilities and
stockholders' equity $26,827,609
============
</TABLE>
Please refer to Canterbury Corporate Services, Inc. financial
statements in the November 30, 1995 Form 10-K Report, audited by
Ernst & Young, LLP, for footnotes, schedules and further information.
<PAGE>
Consolidated Statements of Operations
Years ended November 30, 1994 and 1995
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Net revenues $ 28,251,942 $26,400,881
Costs and expenses 16,830,579 17,673,369
------------ ------------
Gross profit 11,421,363 8,727,512
Selling 2,287,364 1,900,869
General and administrative 7,053,691 8,016,426
Provision for doubtful accounts 1,215,136 3,390,820
------------ ------------
Total operating expenses 10,556,191 13,308,115
Other (income) expenses
Interest income (68,385) (32,642)
Interest expense 951,588 557,598
Other (4,864) (374)
------------ ------------
Income (loss) before provision for
income taxes and cumulative effect
of a change in accounting
principle and discontinued operation (13,167) (5,105,185)
Provision/(benefit) for income taxes(125,453) (1,651,142)
------------ ------------
Income (loss) from continuing
operations before cumulative
effect of a change in accounting
principle 112,286 (3,454,043)
Discontinued operation
Income from discontinued operation
less applicable income taxes of
$79,833 and $136,668 108,009 167,250
Gain on sale of discontinued operation
(less applicable income taxes of
$1,309,922) 1,493,545 -
------------- ------------
Net income (loss) $ 1,713,840 $(3,286,793)
</TABLE>
Please refer to Canterbury Corporate Services, Inc. financial
statements in the November 30, 1995 Form 10-K Report, audited
by Ernst & Young, LLP, for footnotes, schedules and further information.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Working capital at November 30, 1995 was $2,964,000. This level
of working capital is expected to be maintained through Fiscal 1996;
however, Landscape Maintenance Services, Inc. causes some seasonality in
consolidated cash flows. The spring season will require that Landscape
Maintenance expend funds for labor and materials in advance of billings
as the business gears up for the summer months. The cash shortfall will
reverse itself in the late fall/early winter as the collection of receivables
exceeds the cost of operations.
Two other factors will have a positive impact on consolidated
liquidity. CALC/Canterbury will have a significant positive influence on
overall cash flow for 1996. The strong margins, coupled with the fact that
receivables turn on average in approximately 30 days, will contribute to a
strong working capital ratio. Also, as the vocational training segment becomes
less of a significant portion of consolidated operations, the very slow
receivable turn attributed to self-paying individuals will have less of a
negative impact on overall liquidity. Average collection time for accounts
receivables improved by 30% during Fiscal 1995 over 1994.
Management believes available working capital lines of credit, as
well as positive cash flow contributions from the Company's operating
segments, will be sufficient to cover cash flow requirements for the Company
for the next 12 months.
In April, 1995 the Company entered into a permanent restructuring
of its term-loan and revolving credit facilities with Chase Manhattan
Bank.
The term-loan amortization and maturities remained identical to
the original agreements. Principal payments of this term loan were in
a lump sum payment of $2,075,000 in June, 1995 and 12 equal quarterly
payments of $518,750 thereafter. The first quarterly installment of $518,750
was made in September, 1995 and the second was made in December, 1995. The
interest rate is LIBOR plus 3% or the bank's prime rate plus 1/2%. The Company
has the right to choose which rate is to be utilized on a periodic basis.
The interest rates can be reduced if certain financial ratios are met in the
future. The 30 day LIBOR rate at November 30, 1995 was 5.98%.
Certain pricing incentives were incorporated into the restructuring of
therevolving credit facility that were based upon additional equity
being received during July, 1995. Pursuant to this, the Company
successfully raised $1,000,000 in equity through a private placement in July,
1995, and therefore accomplished its incentive goal. The Company had
borrowed $3,120,000 under this facility at November 30, 1995; and the unused
portion of the line was $380,000. Based on borrowing limitations as set forth
in the borrowing base calculation, the Company repaid $350,000 in December,
1995 and $25,000 in January, 1996, reducing the outstanding borrowing on the
revolving credit facility to $2,745,000. As of November 30, 1995, the Company
was in compliance with all of the debt covenants relating to both the
term loan and the revolving credit facility.
Cash flow from continuing operations for the year ended November
30, 1995 was $1,900,000, an increase of $2,399,000 over the previous year.
<PAGE>
This is attributable to the positive contributions of CALC/Canterbury
during fiscal 1995 as well as improved collections in the business maintenance
segment.
During Fiscal 1995, the Company raised $1,361,000, net of applicable costs,
through a series of private placements of its common stock sold to various
accredited investors at prices ranging from $.80 to $2.06 per share. This
equity was used for general working capital needs.
The Company believes that the combination of cash provided by operating
activities, as well as the ability to borrow from the unused portion of its
credit line, will enable the Company to meet its liquidity needs in respect
to its current operations for the next 12 months. There was no material
commitment for capital expenditures as of November 30, 1995. Inflation was
not a significant factor in the Company's financial statements.
In 1995, the Financial Accounting Standards Board ("FASO") issued
Statement of Financial Accounting Standards ("SAFES") No. 121, "Accounting for
the Impairment of long-lived Assets and for long-lived Assets to Be
Disposed Of," and SAFES 123, "Accounting for Stock-Based Compensation." Both
of these statements are required to be adopted by January 1, 1996. The
Company does not expect that adoption of SAFES 121 and 123 will have a
material effect on its consolidated financial position, consolidated statement
of income, or liquidity. For further discussion, see Note 1 of the Notes to
Consolidated Financial Statements.
RESULTS OF OPERATIONS - Fiscal 1995 Compared to Fiscal 1994
Revenues - Revenues increased by $1,851,000 (7%) to $28,252,000
in Fiscal 1995 from 1994. This increase was the net effect of several
factors. CALC/Canterbury which was purchased in June, 1994 had revenues in
that year of $5,570,000 representing six months of revenue in 1994.
CALC/Canterbury revenues for twelve months increased to $11,381,000 in 1995.
Offsetting this increase was a reduction in vocational training revenues of
$3,868,000 for Fiscal 1995. This reduction was anticipated in conjunction with
the decision in 1994 to close, consolidate and downside several vocational
training centers. Vocational training revenues will continue to
contribute a smaller portion of the consolidated total revenues in the future.
Costs and Expenses - Costs and expenses decreased in Fiscal 1995
by $843,000 (5%). This was mainly due to costs associated with Landscape
Maintenance Services. A significant cost cutting program was implemented
during 1995. Facilities were consolidated, payroll was reduced and
purchasing accomplished sizable discounts while margins were increased.
Consolidated gross profits in 1995 increased to 40% from 33% in Fiscal 1994.
Selling expense increased in Fiscal 1995 by $386,000 (20%) over
Fiscal 1994. The increase was caused by additional selling expenses for
CALC/Canterbury for the full year in 1995 ($1,087,000), again offset by the
reduction in marketing expenses for the vocational school segment ($765,000).
General and administrative expense in Fiscal 1995 decreased by
$963,000 (12%).
There are two major reasons for this change. First, CALC/Canterbury's
expenses increased by $1,684,000 due to the fact that 1994 expenses were only
for a six-month period. Offsetting this increase was a decrease in the
vocational segment of $2,148,000, which included $1,047,000 in one-time
<PAGE>
charges relating to vocational training center closings and downsizing. The
business maintenance services segment also reflected a reduction in general
and administrative expenses of $728,000, which included $570,000 in one-time
charges relating to issues surrounding the pending litigation with the
previous owner that were included in Fiscal 1994. During 1995, the Company
allocated corporate expenses of $387,000 to discontinued operations.
The Company's provision for doubtful accounts decreased by $2,176,000 (64%) in
1995 over the previous year. This reduction is attributable to the vocational
training segment. As the anticipated downsizing of training centers has
occurred, so has the necessity for significant bad debt provisions.
Interest expense for 1995 increased by $394,000 (71%). This is due primarily
to the full year interest expense for the CALC/Canterbury acquisition debt
being reflected in Fiscal 1995. Only six months interest expense was incurred
in Fiscal 1994 after the June, 1994 acquisition. In November, 1995 the
Company sold its specialty printing segment for cash and notes. As a result
of this sale, the Company recognized a gain of $1,493,000, which is net of
applicable taxes.
<PAGE>
CORPORATE INFORMATION
BOARD OF DIRECTORS
Stanton M. Pikus - Chief Executive Officer, President, Chairman of the Board
of Directors
Kevin J. McAndrew, CPA - Executive Vice President, Chief Operating Officer,
Chief Financial Officer, Treasurer, Director
Alan Manin - Vice President, Training; Director
Jean Zwerlein Pikus - Vice President, Operations; Secretary, Director
Stephen M. Vineberg - Director
Paul L. Shapiro - Director
Frank A. Cappiello - Director
EXECUTIVE OFFICERS
Stanton M. Pikus - Chief Executive Officer, President, Chairman of the Board
of Directors
Kevin J. McAndrew, CPA - Executive Vice President, Chief Operating Officer,
Chief Financial Officer, Treasurer, Director
Alan Manin - Vice President, Training; Director
Jean Zwerlein Pikus - Vice President, Operations; Secretary, Director
Marc Orsimarsi, CPA - Chief Accounting Officer, Corporate Controller
Dr. Roger Flax - President, MSI/Canterbury Corp.
Virginia FitzPatrick - President, CALC/Canterbury Corp.
CORPORATE HEADQUARTERS
1600 Medford Plaza, Medford, New Jersey 08055; (609) 953-0044;
(Fax) 609-953-0062
CORPORATE COUNSEL
Levy & Levy, P.A., Suite 309, Plaza 1000, Main Street, Voorhees, New Jersey
08043
TRANSFER AGENTS
American Stock Transfer Trust & Company, 6201 15th Avenue, Brooklyn, NY 11219
AUDITORS
Ernst & Young, LLP, 2 Commerce Square, 2001 Market Street, Suite 4000,
Philadelphia, PA 19103
SEC FORM 10-K
The Company's annual report to the Securities and Exchange Commission on Form
10-K and other financial information such as interim and annual reports to
shareholders are available, without charge to shareholders, upon written
request to:
CANTERBURY CORPORATE SERVICES, INC.
1600 Medford Plaza, Medford, New Jersey 08055
(609) 953-0044 Fax (609) 953-0062
(NASDAQ: XCEL)
<PAGE>
CANTERBURY CORPORATE SERVICES, INC.
1600 Medford Plaza, Medford, New Jersey 08055
(609) 953-0044 Fax (609) 953-0062
Internet address: http://www.canterburyxcel.com
(NASDAQ: XCEL)
Canterbury Corporate Services, Inc.
1600 Medford Plaza, Medford, New Jersey 08055
(609) 953-0044 s FAX (609) 953-0062
For Immediate Release
CANTERBURY REPORTS 2ND QUARTER - SIX MONTH PROFITS
3RD QTR OPERATING PROFITS EXPECTED
TO BE SIGNIFICANTLY BETTER THAN 1995
CANTERBURY ANNOUNCES 1ST SALES FROM INTERNET MARKETING
CANTERBURY RECEIVES INITIAL $1,000,000
IN WINDOWS 95 TRAINING CONTRACTS
CANTERBURY COMPLETES ACQUISITION OF PROSOFT -
ENTERS CHARLOTTE, NORTH CAROLINA MARKET
CANTERBURY IN DISCUSSION WITH NUMEROUS
MERGER/ACQUISITION CANDIDATES
Medford, New Jersey: July 12, 1996
Canterbury Corporate Services, Inc. (NASDAQ - XCEL) - announced today that for
the six months ended May 31, 1996 revenues were $14,173,309 versus $13,910,512
for the same period in 1995. Net income was $917,930 versus $1,394,828.
Earnings per share was $.07 versus $.12. For the three months ended May 31,
1996 revenues were $7,820,698 versus $8,169,850 for the same period in 1995.
Net income was $184,820 versus $858,088. Earnings per share was $.01 versus
$.07. Lower comparative revenues and profits were attributed to the closing
of vocational schools in California, Pennsylvania and Florida in 1995, which
reduced revenues by $1,040,000. In addition, substantial funds were committed
in the second fiscal quarter to initiate an aggressive merger/acquisition
program and on research and development to prepare for Windows NT and related
software training in the fall and winter.
Canterbury repaid $1,037,500 of long-term debt as well as $389,000 of
short-term, revolving debt to its bank in the first six months of 1996. An
additional $518,750 of long-term debt was repaid in the first month of the
third quarter. Long-term bank debt has been reduced from $8,300,000 in June
of 1994 to $4,150,000 as of this date. Net worth has increased from
$13,112,806 as of November 30, 1995 to $15,185,296 on May 31, 1996.
<PAGE>
July 12, 1996 Press Release, Page 2
CALC/Canterbury Corp. has received its first orders for computer software
training over the Canterbury Internet web site (http://www.canterburyxcel.com).
More than 100 enrollments have been booked thus far and Canterbury expects
this number to accelerate as the Company intensifies its marketing
over the Internet for CALC/Canterbury Corp. and MSI/Canterbury Corp. (the
Company's management, sales and communications subsidiary), as well as
Canterbury's recently acquired subsidiary, ProSoft/Canterbury Corp. of
Charlotte, North Carolina.
CALC/Canterbury Corp. has received its first $1,000,000 in orders for Windows
95 training. The bookings came from 12 major corporations and will comprise
at least 200 classes per month beginning in the third fiscal quarter. Stanton
M. Pikus was quoted as saying, "We are pleased that the spigot has finally
been turned on and many of our customers are beginning to migrate to Windows
95. We expect this trend to continue and to accelerate in the third and
fourth quarters of Fiscal 1996 and beyond. We also expect to see greatly
increased demand for Windows NT training this fall and winter. Microsoft has
completed production of its advanced Windows NT Version 4.0, which is being
positioned as a corporate operating system. CALC/Canterbury Corp. is a
Microsoft Solution Provider and an Authorized Technical Education
Center (ATEC) and should benefit significantly from this development."
Canterbury completed its acquisition of ProSoft Training, LLC., a computer
applications training company on July 1, 1996. ProSoft's name has been changed
to ProSoft/Canterbury Corp., and Canterbury will now begin work on the
expansion of ProSoft/Canterbury Corp. into adjacent markets in North and South
Carolina for both computer software training and technical training, and for
management, sales and communications training provided by MSI/Canterbury Corp.
Canterbury is actively discussing merger/acquisition with numerous information
technology companies. Since corporations accessing computer application or
technical training also need computer and software consulting, network and
systems development, systems integration, Internet development and
application, as well as Intranet conversions, the Canterbury family of
companies will be able to provide a fully integrated, comprehensive approach
to information technology. Canterbury's intent is to merge with/acquire
profitable companies across the information technology continuum as shown in
the chart that follows. Although there is no assurance that mergers or
acquisitions will take place, Canterbury has grown primarily by acquisition;
and its President was the President of a mergers and acquisitions firm for
sixteen years prior to his involvement with Canterbury. To the greatest
extent possible, Canterbury will attempt to acquire companies with restricted
common stock set at a price substantially higher than the present market price
and will provide appropriate adjustment guarantees. The purchases should not
be dilutive to earnings per share.
<PAGE>
July 12, 1996 Press Release, Page 3
CANTERBURY'S
INFORMATION TECHNOLOGY
MERGER/ACQUISITION MODEL
Canterbury expects third and fourth quarter operating results in fiscal 1996
to be significantly better than for the same period in Fiscal 1995, for the
following reasons:
Windows 95 training revenue has begun and should accelerate.
Windows NT (Version 4.0) revenues should begin.
The new Wall Street training center is continuing to grow.
MSI/Canterbury Corp. revenues and profit margins are increasing.
The acquisition of ProSoft and the addition of the Charlotte market.
Additional sales over the Internet.
Potential acquisitions of other information technology companies.
This press release contains forward looking statements. The actual results
might differ materially from those projected in the forward looking
statements. Additional information concerning factors that could cause
actual results to materially differ from those in forward looking statements
is contained in Canterbury Corporate Services, Inc.'s SEC filings, including
periodic reports under the Securities Exchange Act of 1934, as amended, copies
of which are available upon request from the Canterbury investor relations
department.
