<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CHILDREN'S COMPREHENSIVE SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
<PAGE> 2
[LOGO]
805 South Church Street
Murfreesboro, Tennessee 37130
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, NOVEMBER 12, 1997
--------------
Notice is hereby given that the Annual Meeting of Shareholders (the
"Annual Meeting") of Children's Comprehensive Services, Inc. (the "Company"),
will be held at the offices of the Company located at 805 South Church Street,
Murfreesboro, Tennessee, on Wednesday, November 12, 1997 at 10:00 a.m., local
time, for the following purposes:
(1) To elect six directors to serve until the next Annual Meeting and
until their successors are duly elected and qualified;
(2) To consider a proposal to approve the Company's 1997 Stock
Incentive Plan;
(3) To ratify the selection of Ernst & Young LLP as the Company's
independent auditors for the 1998 fiscal year; and
(4) To transact such other business as may properly be brought before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 26,
1997 as the record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting.
Your attention is directed to the Proxy Statement accompanying this
notice for a more complete statement regarding matters to be acted upon at the
meeting.
By Order of the Board of Directors
/s/ Donald B. Whitfield
------------------------------
Donald B. Whitfield
Secretary
Murfreesboro, Tennessee
October 17, 1997
YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR
REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD. SHOULD YOU DESIRE TO REVOKE YOUR
PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT, AT ANY
TIME BEFORE IT IS VOTED.
<PAGE> 3
CHILDREN'S COMPREHENSIVE SERVICES, INC.
805 South Church Street
Murfreesboro, Tennessee 37130
--------------
PROXY STATEMENT
--------------
The accompanying proxy is solicited by the Board of Directors of
Children's Comprehensive Services, Inc. (the "Company ") for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held on November 12, 1997,
at 10:00 a.m., local time, at the offices of the Company, and any adjournments
thereof, notice of which is attached hereto.
This Proxy Statement and the Company's Annual Report to shareholders
for the fiscal year ended June 30, 1997 (the "Annual Report") have been mailed
on or about October 17, 1997, to all shareholders of record on September 26,
1997.
The purposes of the Annual Meeting are: to elect six directors; to
consider a proposal to approve the Company's 1997 Stock Incentive Plan; to
ratify the selection of Ernst & Young LLP as the Company's independent auditors
for the next fiscal year; and to transact such other business as may properly be
brought before the meeting.
A shareholder who signs and returns a proxy in the accompanying form
may revoke it at any time before the shares subject to it are voted by attending
the Annual Meeting and electing to vote in person, by filing with the Secretary
of the Company a written revocation or by duly executing a proxy bearing a later
date. Unless so revoked, the shares represented by the proxy will be voted at
the Annual Meeting. Where a choice is specified on the proxy, the shares
represented thereby will be voted in accordance with such specifications. If no
specification is made, such shares will be voted FOR the election of all
director nominees, FOR approval of the Company's 1997 Stock Incentive Plan and
FOR the approval of Ernst & Young LLP.
The Board of Directors knows of no other matters which are to be
brought to a vote at the Annual Meeting. However, if any other matter does come
before the meeting, the persons appointed in the proxy or their substitutes will
vote in accordance with their best judgment on such matters.
The cost of solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling and mailing this
Proxy Statement. Such solicitation will be made by mail, and also may be made by
the Company's regular officers or employees personally or by telephone or
telegram. The Company does not anticipate paying any compensation to any party
other than its regular employees for the solicitation of proxies, but may
reimburse brokers, custodians and nominees for their expenses in sending proxies
and proxy material to beneficial owners.
In March 1997, the Company's Board of Directors voted to change the
fiscal year end from March 31 to June 30, effective with the three month period
ended June 30, 1996. Accordingly, all references herein to the fiscal year ended
June 30, 1997 or fiscal 1997 are references to the twelve-month period ended
June 30, 1997.
VOTING STOCK OUTSTANDING AND SHAREHOLDERS
The Board of Directors has fixed the close of business on September 26,
1997 as the record date for the Annual Meeting (the "Record Date"). The
Company's only outstanding class of securities is its Common Stock. On the
Record Date, the Company had outstanding 7,815,008 shares of Common Stock. Only
shareholders of record at the close of business on the Record Date will be
entitled to vote at the Annual Meeting. Shareholders will be entitled to one
vote for each share of Common Stock so held, which may be given in person or by
proxy authorized in writing.
1
<PAGE> 4
VOTING
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote, present in person or represented by proxy,
will constitute a quorum for the transaction of business. An affirmative vote of
a plurality of the shares represented and voting in person or by proxy at the
meeting is required for the election of directors. The affirmative vote of a
majority of the shares represented and entitled to vote is required for approval
of the 1997 Stock Incentive Plan. The affirmative vote of a plurality of the
shares represented and voting is required for ratification of the Company's
selection of independent auditors and all other business as may properly come
before the meeting or any adjournments thereof.
Under applicable securities laws, Tennessee law and the Restated
Charter and Bylaws, an abstention or withholding of authority to vote will have
no effect on the election of directors or the ratification of the Company's
selection of independent auditors, since each of these matters is determined by
the number of votes cast. With regard to such matters, however, shares
represented at the meeting by proxies containing instructions to abstain, or
withholding authority to vote, will nonetheless be counted as present for
purposes of determining whether a quorum exists. An abstention or withholding of
authority to vote will have the effect of a vote against approval of the 1997
Stock Incentive Plan, because the affirmative vote of a majority of the shares
present or represented and voting will be required to approve such matter. If
the 1997 Stock Incentive Plan is approved by a majority of the voting power of
the Common Stock present or represented and entitled to vote (counting each
abstention or withholding of authority to vote as a vote against the 1997 Stock
Incentive Plan), the approval of the plan will also constitute approval for
purposes of Rule 16b-3 under the Securities and Exchange Act of 1934, as
amended.
A broker non-vote occurs when a broker holding shares registered in a
street name is permitted to vote, in the broker's discretion, on routine matters
without receiving instructions from the client, but is not permitted to vote
without instructions on non-routine matters, and the broker returns a proxy card
with no vote (the "non-vote") on the non-routine matter. Only the proposal to
approve the 1997 Stock Incentive Plan is deemed to be a non-routine matter.
Under Tennessee law and the Company's Charter and Bylaws, broker non-votes will
have no impact on the election of directors or the ratification of the Company's
selection of independent accountants, but will have the effect of a vote against
the 1997 Stock Incentive Plan. Shares represented by a proxy card marked with a
non-vote will be counted as present for purposes of determining the existence of
a quorum.
2
<PAGE> 5
PROPOSAL 1. ELECTION OF DIRECTORS
Directors are elected each year to hold office until the next Annual
Meeting of Shareholders and until their successors are duly elected and
qualified. The Company's Bylaws provide for a minimum of three (3) and a maximum
of fifteen (15) directors, the exact number to be set by the Board of Directors.
The current Board of Directors consists of six (6) members, all of whom are
nominees to be elected as directors at the Annual Meeting. Unless contrary
instructions are received, shares represented by proxies will be voted in favor
of the election as directors of all the nominees named below. If for any reason
any of such nominees is unable to serve, the persons voting the proxy have
advised the Company that they will vote for such substitute nominees as the
Board of Directors of the Company may propose. The Board of Directors has no
reason to expect that any of these nominees will be unable to be candidates at
the Annual Meeting, and therefore, does not at this time have any substitute
nominees under consideration. The information relating to the six nominees set
forth below has been furnished to the Company by the individuals named.
The directors shall be elected by a plurality of the votes cast in the
election by holders of the Common Stock represented and entitled to vote at the
Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
NOMINEES LISTED BELOW.
DIRECTORS
<TABLE>
<CAPTION>
Name Age Position(s) with Company Director Since
---- --- ------------------------ --------------
<S> <C> <C> <C>
William J Ballard 55 Chairman, Chief Executive Officer May 1993
and Director
Amy S. Harrison 47 Vice Chairman, President May 1988
and Director
Martha A. Petrey, Ph.D. 54 Executive Vice President and May 1988
Director
Thomas B. Clark 55 Director September 1994
joseph A. Fernandez, Ed.D. 61 Director September 1994
David L. Warnock 39 Director September 1994
</TABLE>
- -------------------
Mr. Ballard has served as Chief Executive Officer of the Company since
March 1993, as a director since May 1993, and as Chairman of the Board since
September 1994. Mr. Ballard also served as President of the Company from March
1993 to February 1996. From May 1992 through March 1993, Mr. Ballard served as
Vice President of Cumberland Health Systems, Inc., in connection with its
proposed merger with the Company. From June 1990 through May 1992, Mr. Ballard
served as Vice President - Finance and Treasurer of the Company. Prior to such
time, Mr. Ballard served as President of Paladin Capital, Inc. From March 1988
through May 1990, and as President of Major Safe Co., Inc. from 1973 through
1987.
Ms. Harrison has served as Vice Chairman of the Company since May 1990,
as President since February 1996 and as a director of the Company since May
1988. From March 1988 through September 1994, Ms. Harrison served as an
Executive Vice President of the Company. In 1977 Ms. Harrison founded a group of
corporations collectively known as Advocate Schools, and served as an executive
officer and a director of those corporations until their acquisition by the
Company in March 1988. Ms. Harrison also currently serves as a consultant to the
California State Department of Education and has had numerous state and county
appointments.
Dr. Petrey has served as an Executive Vice President of the Company
since March 1988 and as a director since May 1988. Dr. Petrey served as an
executive officer and a director of Advocate Schools from 1980 until their
acquisition by the Company in March 1988. Dr. Petrey holds a Ph.D. In clinical
psychology from the University of South Carolina and is a licensed clinical
psychologist with experience in both public and private practice.
3
<PAGE> 6
Mr. Clark is President of Pinkerton Consulting & Investigations
Division, a division of Pinkerton's, Inc., a security services firm. From
October 1994 until July 1997 Mr. Clark was an attorney-at-law in private
practice. From January 1994 until October 1994, he served as Executive Vice
President-Administration and General Counsel of Genesco, Inc., a footwear and
apparel manufacturer and retailer headquartered in Nashville, Tennessee. Prior
to assuming that position, Mr. Clark served as a partner in the law firm of
Boult, Cummings, Conners & Berry in Nashville, Tennessee from 1987 to 1994.
Dr. Fernandez is President of Joseph A. Fernandez & Associates, Inc.,
an education consulting firm. From June 1993 until June 1996, Dr. Fernandez
served as President and Chief Executive Officer of School Improvement Services,
Inc., a Winter Park, Florida organization which provides consulting services
related to school improvement at the state, district or school level. From 1993
until 1995, Dr. Fernandez also served as the President of the council of Great
City Schools, a Washington, D.C. based organization representing fifty of the
largest urban school districts in the United States. Prior to assuming such
positions in 1993, Dr. Fernandez served as Chancellor of the New York City
Public Schools from 1990 to 1993 and as Superintendent of the Dade County Public
Schools in Miami, Florida from 1987 to 1990. Dr. Fernandez received his Doctor
of Education from Nova University in 1985.
Mr. Warnock is a partner at Cahill, Warnock & Company, an investment
management company, as well as a consultant to the Advisory Committee of T. Rowe
Price Strategic Partners Fund II, L.P. ("Strategic Partners"), a principal
shareholder of the Company. See "Security Ownership of Certain Beneficial Owners
and Management - Certain Beneficial Owners". Until July 1995, Mr. Warnock served
as President of T. Rowe Price Strategic Partners II, L.P., the general partner
of Strategic Partners, and as a Vice President of T. Rowe Price Associates, Inc.
Mr. Warnock serves as a director on the boards of Alliance National, Inc., The
Right Start, Inc. and Concorde Career Colleges, Inc.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Compensation Committee (the "Compensation Committee") is
currently composed of Messrs. Clark and Warnock and Dr. Fernandez. The
Compensation Committee, which met five times during the fifteen months ended
June 30, 1997, is responsible for review and approval of the Company's executive
compensation policies and administers the Company's stock incentive plans. See
"Executive Compensation - Compensation Committee Report."
The Company's Audit Committee (the "Audit Committee") is currently
composed of Messrs. Clark and Warnock and Dr. Fernandez. The Audit Committee,
which met one time during the fifteen months ended June 30, 1997, reviews the
Company's internal accounting controls and systems, the results of the Company's
annual audit and the Company's accounting policies and any changes therein.
The Nominating Committee, which did not formally meet during the
fifteen months ended June 30, 1997, is currently composed of all the members of
the Board of Directors. The primary function of the Nominating Committee is to
recommend persons to be considered for election to the Board of Directors. In
making such recommendation, the Nominating Committee will consider nominations
submitted by shareholders to the Secretary of the Company prior to the deadline
for shareholder proposals as further described under "Proposals of Shareholders"
below.
During the fifteen months ended June 30, 1997, the Company's Board of
Directors met seven times. Every incumbent director attended at least
seventy-five percent (75%) of the combined total meetings of the Board of
Directors and committees of the Board of Directors on which the director served
at any time during the fifteen month period ended June 30, 1997.
4
<PAGE> 7
DIRECTOR COMPENSATION
The Company's non-employee directors receive an annual retainer of
$4,000 and reimbursement for expenses. In addition, the Company has adopted the
1989 Stock Option Plan for Non-Employee Directors, as amended, pursuant to which
each non-employee director of the Company receives an automatic annual stock
option grant to purchase 3,750 shares of Common Stock with an exercise price per
share equal to the fair market value of the Common Stock on the date of grant.
The Company's Board of Directors has approved the 1997 Stock Incentive Plan,
subject to approval by the Company's shareholders. See "Proposal 2: Approval of
1997 Stock Incentive Plan." Under the provisions of the 1997 Stock Incentive
Plan, the Company's non-employee directors would each receive an automatic
annual stock option grant to purchase 5,000 shares of Common Stock with an
exercise price equal to the fair market value of the Common Stock on the date of
grant. If such plan is approved by the Company's shareholders at the Annual
Meeting, no further stock options will be awarded under the 1989 Stock Option
Plan for Non-Employee Directors. The Board of Directors may, in the future,
adjust the compensation of directors as it deems advisable and consistent with
the best interests of the Company and its shareholders and the financial
abilities of the Company.
EXECUTIVE OFFICERS
The following are the current executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION(S) WITH COMPANY
---- --- ------------------------
<S> <C> <C>
William J Ballard 55 Chairman, Chief Executive Officer and Director
Amy S. Harrison 47 Vice Chairman, President and Director
Martha A. Petrey, Ph.D. 54 Executive Vice President and Director
H. Neil Campbell 43 Executive Vice President
Stephen H. Norris 52 Executive Vice President
Vicki M. Agee, Ph.D. 58 Vice President
Kathryn Behm Celauro 49 Vice President - Business Development
Mary P. Trainor 51 Vice President
Donald B. Whitfield 45 Vice President - Finance, Secretary and Treasurer
</TABLE>
- ---------------------
The following background information relates to those executive
officers who are not also directors. For information regarding the executive
officers who are also directors, see "Directors."
Mr. Campbell has served as an Executive Vice President of the Company
since June 1997. Since December 1995 Mr. Campbell has served as the President
and Chief Executive Officer of Vendell Healthcare, Inc. and from December 1993
until December 1995 he served as Executive Vice President and Chief Financial
Officer of Vendell Healthcare, Inc. Mr. Campbell served as Senior Vice President
of the Medical Markets Group of General Electric Capital Corporation from
December 1992 until December 1993 and as Vice President Finance for OrNda
Healthcorp from November 1990 until December 1992.
Mr. Norris has served as an Executive Vice President of the Company
since April 1993. From June 1990 through March 1993, Mr. Norris served as
President of the Company. From December 1988 to May 1990, Mr. Norris served as
Executive Director of the Tennessee Business Roundtable and, from 1985 to 1988,
Mr. Norris served as Commissioner of the Tennessee Department of Corrections.
Dr. Agee has served as a Vice President of the Company since September
1995. From July 1991 through September 1995, Dr. Agee served as Senior Vice
President and Clinical Director for Youth Services International, Inc. Prior to
July 1991, Dr. Agee served as Director of Correctional Services for New Life
Youth Services, Inc. Dr. Agee holds a Ph.D. in clinical psychology from the
University of Texas and is a licensed clinical psychologist.
5
<PAGE> 8
Ms. Celauro has served as Vice President - Business Development since
November 1993. From April 1993 through October 1993, Ms. Celauro served as a
Vice President of Cumberland Health Systems, Inc. From January 1987 through
March 1993, Ms. Celauro served in various capacities with the Company, including
Senior Vice President, Vice President and Secretary. From September 1985 to
January 1987, Ms. Celauro served as Commissioner of Revenue for the State of
Tennessee. Prior to that time, she served as legal counsel to the Commissioner
of Finance and Administration and was an Assistant Attorney General for the
State of Tennessee for four years.
Ms. Trainor has served as a Vice President of the Company since 1989.
Ms. Trainor served as Administrative Director of Advocate Schools from 1985 to
1988 and joined the Company as Director of Operations, Advocate Schools and
Group Homes in March 1988 following the Company's acquisition of Advocate
Schools.
Mr. Whitfield has served as Vice President - Finance, Secretary and
Treasurer of the Company since March 1993. Mr. Whitfield has been employed by
the Company since March 1988 in various capacities, including Controller,
Assistant Secretary and Assistant Treasurer. Mr. Whitfield is a certified public
accountant.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of the Record
Date with respect to those persons known to the Company to be the beneficial
owners of more than five percent (5%) of the Common Stock. Unless otherwise
noted, the Company has been advised that all of the shares listed below are
beneficially owned and, the sole investment and voting power is held, by the
person or entity named.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ -------------------- ----------------
<S> <C> <C>
T. Rowe Price Strategic Partners Fund II, L.P. 834,280 10.68%
100 East Pratt Street
Baltimore, MD 21202
Vendell Healthcare, Inc. 642,978(1) 8.23%
3401 West End Ave.
Nashville, TN 37203
The Kaufman Fund, Inc. 500,000(2) 6.40%
140 East 45th Street, 43rd Floor
New York, NY 10017
AIM Management Group, Inc. 646,300(3) 8.27%
11 Greenway Plaza, 19th Floor
Houston, TX 77210
</TABLE>
- --------------------
(1) Shares received pursuant to the Company's June 1997 purchase of
substantially all the assets of Vendell Healthcare, Inc. These shares will
be distributed to the public bondholders of Vendell Healthcare, Inc. upon
its liquidation pursuant to a Chapter 11 proceeding in the United States
Bankruptcy Court for the Middle District of Tennessee.
(2) Based on information included in Form 13G filed by The Kaufman Fund, Inc.
with the Securities and Exchange Commission on March 12, 1997 and
information included in Form 13F filed with the Securities and Exchange
Commission for the period ended June 30, 1997.
(3) Based on information included in Form 13F filed by AIM Management Group,
Inc. with the Securities and Exchange Commission for the period ended June
30, 1997 and discussions with AIM Management Group, Inc.
6
<PAGE> 9
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of the Record
Date with respect to the Common Stock beneficially owned by each director, each
of the executive officers named in the Summary Compensation Table (collectively,
the "Named Officers"), and by all directors and executive officers as a group.
Unless otherwise noted, the Company has been advised that all of the shares
listed below are beneficially owned, and the sole investment and voting power is
held, by the person named.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
---- ----------------------- ----------------
<S> <C> <C>
Amy S. Harrison(2)(3) 355,913 4.52%
Martha A. Petrey, Ph.D.(2)(3) 324,747 4.13%
William J Ballard(2)(3) 72,334 .92%
Thomas B. Clark(2) 11,000(4) *
Joseph A. Fernandez, Ed.D.(2) 17,328(5) *
David L. Warnock(2) 10,250(6) *
Stephen H. Norris(3) 22,268 *
Donald B. Whitfield(3) 19,567 *
All Executive Officers and Directors as 862,848 10.74%
a Group (12 persons)
</TABLE>
- ------------------------
* Less than one percent
(1) Pursuant to rules of the Securities and Exchange Commission (the "SEC"),
the shares indicated include the following shares issuable upon exercise of
outstanding stock options:
<TABLE>
<S> <C>
William J Ballard 31,334
Amy S. Harrison 51,334
Martha A. Petrey, Ph.D. 40,168
Stephen H. Norris 22,168
Donald B. Whitfield 19,334
Thomas B. Clark 10,000
Joseph A. Fernandez, Ed.D. 10,000
David L. Warnock 10,000
All Executive Officers and
Directors as a Group 217,673
</TABLE>
The shares issuable to each of these persons and to all executive officers
and directors as a group upon the exercise of these options are deemed to
be outstanding for the purpose of computing the percentage of outstanding
Common Stock beneficially owned by that person and for all executive
officers and directors as a group, but are not deemed to be outstanding for
the purposes of computing the percentage ownership of any other person.
(2) Director.
(3) Named Officer.
(4) Includes 1,000 shares of Common Stock held by the spouse of Mr. Clark, of
which Mr. Clark disclaims beneficial ownership.
(5) The shares indicated also include a warrant to purchase 3,858 shares of
Common Stock.
(6) Does not include 834,280 shares of Common Stock owned by
Strategic Partners. Mr. Warnock serves as a consultant to the Advisory
Committee of Strategic Partners and is the former President of T. Rowe Price
Strategic Partners II, L.P., the general partner of Strategic Partner. In
such capacity, Mr. Warnock may be deemed to share voting and investment
power with respect to such shares. Mr. Warnock disclaims beneficial
ownership of such shares.
7
<PAGE> 10
REPORTS OF BENEFICIAL OWNERSHIP UNDER SECTION 16(A) OF THE EXCHANGE ACT
Pursuant to rules promulgated under the Securities Exchange Act of
1934, as amended, the Company's directors, executive officers and any person
holding more than ten percent (10%) of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
SEC. These persons also are required by SEC regulations to furnish the Company
with copies of these reports. Specific due dates for these reports have been
established and the Company is required to report any failure to file by these
dates. Based solely on a review of the reports furnished to the Company and
written representations from the Company's directors and executive officers, the
Company believes that all of these filing requirements were satisfied by the
Company's directors, executive officers and ten percent (10%) holders during the
1997 fiscal year, with the exception of the filing of a Form 5 on behalf of each
executive officer within 45 days after June 30, 1997, reflecting the award on
May 14, 1997 of options to purchase an aggregate of 114,000 shares of Common
Stock pursuant to the 1987 Employee Stock Option Plan. These option awards will
be reported on Form 4 or Form 5, as appropriate, prior to October 31, 1997.
8
<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows information concerning the annual and long-term
compensation for services in all capacities to the Company for the past three
fiscal years, and for the three months ended June 30, 1996 (see note 1 below),
for the Chief Executive Officer and the Company's other four most highly
compensated executive officers who were serving as executive officers at June
30, 1997 (collectively, the "Named Officers").
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------- ------------
Awards
------
Name and Principal Year or Options/ All Other
Position Period Salary ($) Bonus ($) SARs (#) Compensation($)
------------------ ------- ---------- --------- -------- ----------------
<S> <C> <C> <C> <C> <C>
William J Ballard 1997 165,000 91,015 50,000
Chairman, Chief 1996(1) 40,000 26,059 10,000
Executive Officer and 1996 160,000 94,429 12,000 --
Director 1995 160,000 67,403 20,000 --
Amy S. Harrison 1997 165,000 91,015 25,000
Vice Chairman, 1996(1) 40,000 26,059 10,000
President and Director 1996 160,000 94,429 12,000 90,000(2)
1995 160,000 67,403 20,000 --
Martha A. Petrey, Ph.D. 1997 130,000 37,264 7,000
Executive Vice President 1996(1) 32,500 13,029 5,500
and Director 1996 130,000 47,214 8,000 90,000(2)
1995 130,000 31,294 13,000 --
Stephen H. Norris 1997 103,125 46,166 10,000
Executive Vice President 1996(1) 25,000 10,858 5,500
1996 96,557 35,411 8,000 --
1995 96,000 24,072 10,000 --
Donald B. Whitfield(3) 1997 86,250 27,304 7,000
Vice President - Finance, 1996(1) 20,625 7,818 4,000
Secretary and Treasurer 1996 77,083 25,181 4,500
</TABLE>
- ----------------------------
(1) In March 1997, the Company's Board of Directors voted to change the
fiscal year end from March 31 to June 30, effective with the three
month period ended June 30, 1996. These reported amounts reflect
compensation for the three month period ended June 30, 1996.
(2) Consists of supplemental compensation paid to Ms. Harrison and Dr. Petrey.
(3) Amounts for 1995 are not reported as total salary and bonus paid to Mr.
Whitfield did not exceed $100,000 for such period.
9
<PAGE> 12
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The table below shows information concerning the grants of stock
options pursuant to the Employee Plan during the fiscal year ended June 30, 1997
to the Named Officers. No Stock Appreciation Rights ("SARs") have ever been
granted by the Company.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation For
Individual Grants Option Term
- -------------------------------------------------------------------------------- ----------------------
Number % of Total
of Options/
Securities SARs
Underlying Granted to
Options/ Employees Exercise
SARs in or Base
Granted(1) Fiscal Year Price Expiration
Name (#) ($/Sh) Date 5%($) 10%($)
---- ---------- ----------- -------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
William J Ballard 50,000 22.3% 12.00 05/14/07 377,400 956,400
Amy S. Harrison 25,000 11.2% 12.00 05/14/07 188,700 478,200
Martha A. Petrey, Ph.D. 7,000 3.1% 12.00 05/14/07 52,836 133,896
Stephen H. Norris 10,000 4.5% 12.00 05/14/07 75,480 191,280
Donald B. Whitfield 7,000 3.1% 12.00 05/14/07 52,836 133,896
</TABLE>
- -----------------------
(1) These options become exercisable over a three-year period ending May 14,
2000, with one-third of the options vesting on May 14 of each year.
10
<PAGE> 13
AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND TRANSITION PERIOD AND FISCAL YEAR END OPTION/SAR VALUES
The table below provides information as to the number of shares
acquired during the fifteen month period ended June 30, 1997 upon the exercise
of outstanding options and the value realized from the subsequent sale of such
shares. Also reported are the number of shares covered by both exercisable and
unexercisable stock options pursuant to the Employee Plan as of June 30, 1997
and the values for the "in-the-money" options, which represent the spread
between the exercise price of any such existing stock options and the year end
price of the Common Stock.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the Money
Acquired Options/SARs at Options/SARs at
on Year End (#) Year End ($)
Exercise Value Exercisable (E)/ Exercisable (E)/
Name (#) Realized($) Unexercisable (U) Unexercisable (U)
---- ----------- ----------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
William J Ballard 50,000 724,000 71,334 E 824,516 E
10,000* 236,925 60,666 U 141,750 U
Amy S. Harrison -- -- 51,334 E 431,000 E
10,000* 228,125 35,666 U 88,625 U
Martha A. Petrey, Ph.D. -- -- 40,168 E 331,214 E
10,000* 228,125 13,332 U 38,536 U
Stephen H. Norris -- -- 22,168 E 216,913 E
5,000* 99,375 16,332 U 44,911 U
Donald B. Whitfield -- -- 19,334 E 170,562 E
5,875* 121,172 11,166 U 28,188 U
</TABLE>
* Options exercised during the transition period from April 1, 1996
through June 30, 1996, which transition period resulted from the
Company's change in fiscal year end from March 31 to June 30.
The Company has no long-term incentive plans or defined benefit or
actuarial plans covering any employees of the Company as is defined in SEC
regulations.
DISCLOSURE OF COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Messrs. Clark and Warnock
and Dr. Fernandez. See "Certain Transactions."
CERTAIN TRANSACTIONS
Amy S. Harrison and Martha A. Petrey, Ph.D., who serve as executive
officers and directors of the Company, lease certain operating properties to the
Company. Payments to Ms. Harrison and Dr. Petrey under these month-to-month
rental arrangements totaled $101,000 for the fiscal year ended June 30, 1997.
In June 1996, the Company entered into a one-year agreement with Joseph
A. Fernandez & Associates, Inc., of which Dr. Fernandez serves as President, for
the provision of certain marketing and consulting services to the Company.
Pursuant to the terms of this agreement, Joseph A. Fernandez & Associates, Inc.
is paid a monthly fee of $4,167 and will receive warrants for 20,000 shares of
Common Stock for each new Company program obtained as a result of services
provided under the agreement that meet specified annual operating income
criteria.
11
<PAGE> 14
COMPENSATION COMMITTEE REPORT
The Compensation Committee is responsible for review and approval of
the Company's executive compensation policies and administers the Company's
stock incentive plans. See "Meetings and Committees of the Board of Directors."
The Company's executive compensation policies are designed to provide
competitive levels of compensation, while integrating total compensation with
Company performance. Accordingly, the Company's executive compensation program
has three primary components: base salary, annual bonus, and stock option
awards.
The Compensation Committee approves salary and bonus ranges. Bonus
awards are tied directly to the achievement of specified operating results. The
specific criteria for awarding bonuses and the amounts of such bonuses are
determined by the Compensation Committee, and are based on the attainment of
targeted levels of earnings. For the fiscal year ended June 30, 1997, the
Company exceeded the targeted level of earnings and, consequently, the executive
officers of the Company received performance bonuses which aggregated $361,025.
The Compensation Committee believes that stock options are an excellent
means for compensating employees because options tend to reward their holders
for long-term market performance of the Common Stock. The Company generally
grants options with exercise prices equal to the market price on the date of the
grant and the options are exercisable over a ten-year period. In the fiscal year
ended June 30, 1997, the Company granted an aggregate of 149,000 stock options
to executive officers in recognition of their prior service to the Company and
as an incentive to such officers to more closely align their interests with the
Company's shareholders and promote the Company's long-term success.
The Company's Chief Executive Officer, William J Ballard, does not have
an employment agreement with the Company; however, the Company's employment
relationship with Mr. Ballard is reviewed annually. The Compensation Committee
believes that Mr. Ballard's base salary of $200,000 is competitive with the base
salary of other chief executive officers of comparably sized companies. Mr.
Ballard is also eligible for an incentive bonus based on the Company's operating
performance in fiscal 1998. The specific criteria for the awarding of such bonus
is approved by the Compensation Committee. The Compensation Committee believes
that the compensation package offered to Mr. Ballard is appropriate in relation
to compensation packages for similarly situated officers of publicly held
companies, especially in light of the record financial performance of the
Company in fiscal 1997 and the consummation of the acquisition of substantially
all of the assets of Vendell Healthcare, Inc. and its subsidiaries.
The Compensation Committee believes it is appropriate to take into
account the $1,000,000 limit on the deductibility of executive compensation for
federal income tax purposes enacted as part of the 1993 Omnibus Budget
Reconciliation Act ("OBRA") and to seek to qualify the Company's long-term
compensation awards as performance-based compensation excluded from the
$1,000,000 limit. Because the Company is in no immediate danger of losing any
deduction, the Company has not yet taken any action to qualify its stock
incentive plans as performance-based compensation.
The tables set forth under "Executive Compensation" and the
accompanying narrative and footnotes reflect the decisions covered by the above
discussion.
Thomas B. Clark
Joseph A. Fernandez, Ed.D.
David L. Warnock
12
<PAGE> 15
STOCK PERFORMANCE GRAPH
The following graph demonstrates the cumulative total return to
shareholders of the Common Stock during the previous five years in comparison to
the cumulative total return on the Nasdaq Stock Market (U.S. Companies) and a
select peer group of companies. The cumulative total return basis assumes
reinvestment of dividends.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
6/30/92 6/30/93 6/30/94 6/30/95 6/30/96 6/30/97
- ----------------------------------------------------------------------------------------------
Children's Comprehensive
Services, Inc. $100.00 $37.50 $165.00 $195.00 $860.00 $565.00
- ----------------------------------------------------------------------------------------------
Nasdaq Stock Market (US Companies) $100.00 $125.76 $126.97 $169.48 $217.59 $264.57
- ----------------------------------------------------------------------------------------------
NYSE/AMEX/NASDAQ Stocks
(SIC 8200-8299 US Cos.) $100.00 $102.70 $92.76 $124.57 $212.85 $273.84
- ----------------------------------------------------------------------------------------------
</TABLE>
* Peer Group index includes Companies in SIC 8200, Educational Services.
The index was prepared by the center for Research in Securities Prices,
The University of Chicago Graduate School of Business.
13
<PAGE> 16
PROPOSAL 2: APPROVAL OF 1997 INCENTIVE STOCK PLAN
The 1997 Stock Incentive Plan (the "Plan") was approved by the
Company's Board of Directors as of June 3, 1997, subject to approval by the
Company's shareholders. The Plan's purpose is similar to the purposes of the
1987 Employee Stock Option Plan and the 1989 Stock Option Plan for Non-Employee
Directors, both of which are replaced by the Plan. The purpose of the Plan is to
attract, retain and reward key employees of and consultants to the Company and
its subsidiaries and affiliates, and directors who are not also employees of the
Company, and to strengthen the mutuality of interests between such key
employees, consultants, and directors by awarding such key employees,
consultants and directors performance-based stock incentives and/or other equity
interests or equity-based incentives in the Company, as well as
performance-based incentives payable in cash. Approximately 100 key employees,
consultants and directors will be eligible to participate in the Plan. The Plan
will be administered by a committee (the "Committee") of not less than two
directors who are not officers or employees of the Company or any subsidiary or
affiliate of the Company ("Outside Directors"), which Committee will initially
be the Compensation Committee. On June 3, 1997 and August 13, 1997, the Board of
Directors granted options to purchase 65,000 and 10,000 shares of Common Stock,
respectively, under the Plan, subject to shareholder approval of the Plan.
OPTIONS AND OTHER STOCK-BASED AWARDS
The Plan authorizes the granting of options to purchase up to 1,000,000
shares of Common Stock of the Company, 150,000 of which are reserved for
issuance to Outside Directors. The number of shares of Common Stock authorized
under the Plan will be subject to adjustment upon the occurrence of certain
events (including merger, reorganization, stock dividend and the like) to
prevent dilution or enlargement of option rights. The types of options that may
be granted under the Plan include Incentive Stock Options (as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code")) and
Non-Qualified Stock Options (those options that are not entitled to the
advantages under federal income tax laws that are afforded to Incentive Stock
Options). Incentive Stock Options may be granted only to individuals who are
employees of the Company or any subsidiary of the Company. The Plan also
authorizes the granting of stock appreciation rights, restricted stock, and
other stock-based awards such as performance shares and exchangeable securities.
OPTION PRICE
The option price will be determined by the Committee at the time of
grant, and will be at least 100% (or, for employees owning stock possessing over
10% of the total voting power of all classes of stock of the Corporation or any
subsidiary, at least 110%) of the fair market value of the Common Stock at the
date of grant, in the case of Incentive Stock Options, and at least 50% of the
fair market value of the Common Stock at the date of grant in the case of
Non-Qualified Stock Options. In the case of Non-Qualified Stock Options granted
to Outside Directors, the option price will equal the fair market value of the
Common Stock on the date of grant. As determined by the Committee, the option
price may be paid in the form of unrestricted shares of Common Stock already
owned by the optionee or, in the case of a Non-Qualified Stock Option,
restricted shares of Common Stock or shares subject to such option or another
award under the Plan (in each case valued at the fair market value of the Common
Stock on the date the option is exercised). To the extent that the option price
is paid with unrestricted shares of Common Stock, the Committee may award a new
stock option to the employee to replace the Common Stock that was surrendered.
To the extent that the option price is paid with restricted shares of Common
Stock, such restricted shares will remain restricted in accordance with the
original terms of the restricted stock award in question, and any additional
Common Stock received upon exercise will be subject to the same forfeiture
restrictions, unless otherwise determined by the Committee.
DURATION AND EXERCISABILITY
The term of each option will be fixed by the Committee, but no
Incentive Stock Option will be exercisable for more than ten years (or, with
respect to those granted to employees owning stock possessing over 10% of the
total voting power of all classes of stock of the Company or of any subsidiary,
more than five years) after the date of grant. Generally, no option will be
exercisable before the first anniversary of the date of grant with the exception
of Outside Director stock options, which will become exercisable six months
after the date of grant.
14
<PAGE> 17
AWARDS TO OUTSIDE DIRECTORS
Under the Plan, on the date of each annual meeting of the Company's
shareholders, each Outside Director will be entitled to receive an automatic
grant of a Non-Qualified Stock Option to purchase 5,000 shares of Common Stock.
The terms and conditions of any awards to Outside Directors will be determined
by the Board of Directors as the Committee will have no authority to make such
determination. Each option will become exercisable six months after the date of
grant and, if unexercised, will expire ten years from the date of grant.
CHANGE IN CONTROL PROVISIONS
In the event of a Change in Control or Potential Change in Control of
the Company, any option or other stock-based award awarded under the Plan but
not previously exercisable and vested will become fully exercisable and vested,
and all outstanding options will be cashed out. The cash-out price for
Non-Qualified Stock Options and other stock-based awards (except as provided
below) will generally be based on the highest price per share paid in any
Nasdaq-reported trade or any bona fide transaction related to the Change in
Control or Potential Change in Control, in each case as determined by the
Committee. The cash-out price of Incentive Stock Options and related stock
appreciation rights will be based on transactions reported for the date on which
the optionee exercised such option.
A "Change in Control" generally will arise (i) when a person or entity
becomes the beneficial owner of securities possessing 35% or more of the voting
power of the Company's outstanding securities, (ii) when, as the result of a
cash tender or exchange offer, less than a majority of the voting power of the
Company's outstanding securities is held by persons who held such securities
immediately prior to the tender or exchange offer, or (iii) during any period of
two consecutive years, directors who at the beginning of such period constituted
the Board of Directors no longer constitute at least a majority thereof, unless
the new directors were approved by at least two-thirds of the directors of the
Company then in office. A "Potential Change in Control" generally means (i) the
approval by the shareholders of any agreement, the consummation of which would
result in a Change in Control or (ii) the acquisition of beneficial ownership of
securities of the Company representing 5% or more of the voting power of the
Company's outstanding securities and the adoption of a resolution by the
Committee to the effect that a Potential Change in Control has occurred.
FEDERAL INCOME TAX CONSEQUENCES
Under the Plan, the Company may grant both Incentive Stock Options
intended to qualify as such under Section 422 of the Code and Non-Qualified
Stock Options. No income is recognized by the optionee at the time of grant of
an option under the Plan. In addition, there are no federal income tax
consequences to the Company upon the grant of an option to an optionee.
Incentive Stock Options. An optionee who exercises an Incentive Stock
Option generally is not taxed at the time he exercises such option. Instead,
when an optionee sells Common Stock purchased pursuant to an Incentive Stock
Option, he is taxed on the difference between the exercise price and the amount
for which he sells the Common Stock. The character of the income recognized by
the optionee (e.g. capital gain or ordinary income) depends upon the amount of
time the Incentive Stock Option is held prior to the sale. If the Common Stock
is not sold prior to the later of two years from the date the option is granted
or one year from the date it is exercised, the entire gain is taxed as a capital
gain (the Company may not take a corresponding compensation expense deduction).
If this Common Stock is sold prior to such time, the difference between the
exercise price and the lesser of (a) the fair market value of the Common Stock
on the date of exercise or (b) the amount for which it is sold, is taxed as
ordinary income (and the Company is entitled to a corresponding deduction). If
the Common Stock is sold for an amount in excess of its fair market value on the
date of exercise, the excess is taxed as capital gain.
Non-Qualified Stock Options. Upon the exercise of a Non-Qualified Stock
Option, the amount by which the fair market value of the Common Stock on the
exercise date exceeds the exercise price will generally be taxable to the
optionee as ordinary income, and that amount will be included in the optionee's
Form W-2 and, accordingly, will be reported to the Internal Revenue Service and
any appropriate state tax authorities as additional income earned by the
optionee. (The Company will generally be entitled to a compensation expense
deduction upon the exercise of such an option in an amount equal to the
compensation received by the optionee as ordinary income; the deduction is
allowed to the Company in the same taxable year in which the income is included
by the optionee.)
15
<PAGE> 18
The sale of shares acquired upon the exercise of a Non-Qualified Stock
Option may result in capital gain or loss, as the case may be, in an amount
equal to the difference between the amount realized upon such sale and the
optionee's tax basis in the shares. If payment of the option exercise price is
made by cash or check, the tax basis of the shares of Common Stock will be equal
to the fair market value on the date of exercise, but not less than the option
exercise price. The holding period for determining long or short term capital
gain for the Common Stock will begin on the day after the shares are acquired
pursuant to the exercise of the option.
CASH BONUS
In the case of a Non-Qualified Stock Option or certain Incentive Stock
Options, the Committee may award the optionee the right to receive a cash bonus
calculated to pay federal and state income tax incurred by the optionee upon
exercise thereof.
The affirmative vote of a majority of the shares of Common Stock
present and entitled to vote thereon is required for approval of the 1997 Stock
Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent
auditors of the Company for the 1998 fiscal year, subject to approval by the
shareholders. Ernst & Young LLP has served as the Company's independent auditors
since its inception in July 1985. A representative of Ernst & Young LLP is
expected to be present at the Annual Meeting with the opportunity to make a
statement if such representative so desires, and will be available to respond to
appropriate questions.
The affirmative vote of a plurality of the shares of Common Stock
present and voting thereon is required for adoption of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
PROPOSALS OF SHAREHOLDERS
Shareholders intending to submit proposals for presentation at the
fiscal 1998 Annual Meeting of Shareholders of the Company and inclusion in the
proxy statement and form of proxy for such meeting should forward such proposals
to Donald B. Whitfield, Secretary, Children's Comprehensive Services, Inc., 805
South Church Street, Murfreesboro, Tennessee 37130. Proposals must be in writing
and must be received by the Company prior to June 26, 1998. Proposals should be
sent to the Company by certified mail return receipt requested.
By Order of the Board of Directors
/s/ Donald B. Whitfield
-----------------------------------
Donald B. Whitfield
Secretary
16
<PAGE> 19
Appendix A
CHILDREN'S COMPREHENSIVE SERVICES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, NOVEMBER 12, 1997
The undersigned hereby appoints William J Ballard and Donald B. Whitfield and
each of them, as proxies, with full power of substitution, to vote all shares of
the undersigned as shown below on this proxy at the Annual Meeting of
Shareholders of Children's Comprehensive Services, Inc. (the "Company"), to be
held on Wednesday, November 12, 1997, at the offices of the Company at 805 South
Church Street, Murfreesboro, Tennessee at 10:00 a.m., local time, and any
adjournments thereof.
(1) ELECTION OF DIRECTORS:
[ ] FOR all of the following nominees (except as indicated to the
contrary below):
William J Ballard, Amy S. Harrison, Martha A. Petrey, Ph.D., Thomas B.
Clark, Joseph A. Fernandez, Ed.D., and David L. Warnock.
[ ] AGAINST the following nominee(s); (please print name(s)):
--------------------------------------------------------------------------
[ ] WITHHOLD AUTHORITY (ABSTAIN) to vote for the following nominee(s);
(please print name(s)):
--------------------------------------------------------------------------
[ ] AGAINST all nominees
[ ] WITHHOLD AUTHORITY (ABSTAIN) to vote for all nominees.
(2) For approval of the 1997 Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY (ABSTAIN)
(3) To ratify the selection of Ernst & Young LLP as the Company's independent
auditors for the 1998 fiscal year.
[ ] FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY (ABSTAIN)
(4) In their discretion on any other matter which may properly come before
the meeting or any adjournment thereof.
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
(PLEASE DATE AND SIGN THIS PROXY BELOW.)
Your shares will be voted in accordance with your instructions. If no choice
is specified your shares will be voted FOR the nominees in the election of
directors, FOR approval of the 1997 Stock Incentive Plan and FOR the
ratification of the selection of Ernst & Young LLP as the Company's independent
auditors for the 1998 fiscal year.
Date: ,1997
-----------------------
PLEASE SIGN HERE AND RETURN
PROMPTLY
--------------------------------
--------------------------------
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS AT LEFT. IF REGISTERED
IN THE NAMES OF TWO OR MORE
PERSONS, EACH SHOULD SIGN.
EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, ATTORNEYS,
AND CORPORATE OFFICERS SHOULD
SHOW THEIR FULL TITLES.
- --------------------------------------------------------------------------------
IF YOU HAVE CHANGED YOUR ADDRESS, PLEASE PRINT YOUR NEW ADDRESS ON THIS LINE.
