<PAGE>
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:
[_] 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 Section 240.14a-11(c) or Section 240.14a-12
CONCORDE CAREER COLLEGES, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
CONCORDE CAREER COLLEGES, INC.
CITY CENTER SQUARE
1100 MAIN STREET
POST OFFICE BOX 26610
KANSAS CITY, MISSOURI 64196
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 1996
TO ALL STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders of
Concorde Career Colleges, Inc., a Delaware corporation, will be held on the 24th
day of May, 1996, at 9:00 a.m., Central Time, at City Center Square, Suite 202,
1100 Main Street, Kansas City, Missouri, for the following purposes:
(1) To elect the members of the Board of Directors for the ensuing year or
until their successors are duly elected and qualified;
(2) To approve the appointment of independent public accountants for the
Company for 1996; and
(3) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 5 as the
record date for the determination of the stockholders entitled to notice of and
to vote at the Annual Meeting or any adjournment or postponement thereof.
BY THE BOARD OF DIRECTORS
/s/ Lisa M. Henak
Lisa M. Henak
Secretary
Dated: April 19, 1996
IMPORTANT--YOUR PROXY IS ENCLOSED
YOU ARE URGED TO SIGN, DATE AND MAIL YOUR PROXY EVEN THOUGH YOU MAY PLAN TO
ATTEND THE ANNUAL MEETING. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE BY PROXY OR YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON. BY RETURNING YOUR PROXY PROMPTLY, A QUORUM WILL
BE ASSURED AT THE ANNUAL MEETING, WHICH WILL PREVENT COSTLY FOLLOW-UP AND
DELAYS.
<PAGE>
CONCORDE CAREER COLLEGES, INC.
CITY CENTER SQUARE
1100 MAIN STREET
POST OFFICE BOX 26610
KANSAS CITY, MISSOURI 64196
_______________________________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 1996
_______________________________________
PROXY STATEMENT
The proposals in the accompanying proxy are solicited by the Board of
Directors of Concorde Career Colleges, Inc. (the "Company") for use at its
Annual Meeting of Stockholders ("Annual Meeting") to be held on May 24, 1996, at
9:00 a.m., Central Time, at City Center Square, Suite 202, 1100 Main Street,
Kansas City, Missouri, and any adjournment or postponement thereof. Shares of
the Company's common stock ("Common Stock") represented by duly executed proxies
received prior to the meeting will be voted at the meeting. If a holder of
Common Stock ("Stockholder") specifies a choice on the form of proxy with
respect to any matter to be acted upon, the shares will be voted in accordance
with the recommendations made therein with respect to the proposals described in
this Proxy Statement. None of the proposals are related to or conditioned upon
the approval of any other proposal. Any Stockholder giving a proxy has the
power to revoke it at any time before it is exercised by giving written notice
to the Secretary of the Company prior to its use.
The Company will bear all the costs of solicitation of proxies. In
addition to the use of the mails, proxies may be solicited by personal contact,
telephone, facsimile or telegraph by the persons named in the accompanying form
of proxy, and the Company may reimburse brokers or other persons holding Common
Stock in their names or in the names of nominees for their expenses in sending
proxy soliciting material to beneficial owners. This Proxy Statement and the
accompanying form of proxy are being mailed or given to Stockholders on or about
April 19, 1996.
Only Stockholders of record at the close of business on April 5, 1996 (the
"Record Date") will be entitled to notice of, and to vote at, the Annual
Meeting. On the Record Date, the Company had 6,958,376 shares of common stock
issued and outstanding and entitled to vote at the Annual Meeting. Each
outstanding share of Common Stock is entitled to one vote on each matter brought
to a vote. Provided a quorum is present, the affirmative vote of a plurality of
the shares of Common Stock voting is required for the election of each nominee
and the approval of independent accountants.
Management does not know of any matter, other than those referred to in the
accompanying Notice of Annual Meeting, which is to come before the Annual
Meeting. If any other matters are properly presented for action at the Annual
Meeting, it is intended that the persons named in the accompanying form of
proxy, or their substitutes, will vote in accordance with their judgment of the
best interests of the Company on such matters.
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, with respect to the Common Stock (the only
class of voting securities of the Company), (i) the only persons known to be
beneficial owners of more than five percent (5%) of the Common Stock, (ii) the
shares of Common Stock beneficially owned by all directors and named executive
officers of the Company and nominees for director, and (iii) the shares of
Common Stock beneficially owned by directors and officers as a group, as of
March 29, 1996.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Jack L. Brozman 3,607,048 (3) 46.99%
1100 Main Street
Kansas City, Missouri 64105
Estate of Robert F. Brozman 2,985,324 38.89%
1100 Main Street
Kansas City, Missouri 64105
David A. Nichols 62,000 (4) .81%
Thomas K. Sight 730 (5) .01%
Samuel Person -0- -0-
Michael S. Savely -0- -0-
M. Gregg Gimlin 3,000 (6) .04%
All Directors and Officers 3,673,778 (7) 47.86%
as Group (8 persons)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Unless otherwise indicated by footnote, nature of beneficial ownership of
securities is direct, and beneficial ownership as shown in the table arises
from sole voting power and sole investment power.
(2) Fully diluted Common Stock and share equivalents at March 29, 1996 was
7,675,410.
(3) Includes 2,985,324 shares held by the Estate of Robert F. Brozman, of which
Jack L. Brozman is executor, 171,724 shares held directly and 450,000
shares issuable pursuant to an option which is currently exercisable.
(4) Includes 20,000 shares held directly and 42,000 shares held in the Joyce A.
Nichols Trust of which Mr. Nichols is a beneficiary.
(5) Held jointly with Fay Sight, Mr. Sight's spouse.
(6) Held jointly with Terri Gimlin, Mr. Gimlin's spouse.
(7) Includes 450,000 shares which are subject to options exercisable within 60
days of March 29, 1996, for all directors and officers as a group.
===============================================================================
Proxy Statement -2-
<PAGE>
DIRECTORS
The number of Directors constituting the Board of Directors has been fixed
in the Bylaws of the Company at three. The shares of Common Stock represented
by the enclosed proxy will be voted, unless otherwise indicated, for the
election of the three nominees for director named below. The directors to be
elected at the Annual Meeting will serve for one year or until their successors
are duly elected and qualified. In the unanticipated event that any nominee for
director should become unavailable, the Board of Directors, at its discretion,
may designate a substitute nominee, in which event such shares will be voted for
such substitute nominee. MANAGEMENT RECOMMENDS A VOTE FOR THE ELECTION OF THE
THREE NOMINEES FOR DIRECTOR NAMED BELOW.
<TABLE>
<CAPTION>
NAME OF NOMINEE SERVED PRINCIPAL OCCUPATION FOR
FOR DIRECTOR SINCE AGE LAST FIVE YEARS AND DIRECTORSHIPS(1)
- --------------------------- ------ --- --------------------------------------
<S> <C> <C> <C>
Jack L. Brozman(3) 1986 46 Chairman of the Board, President and
Treasurer of the Company and CenCor,
Inc. ("CenCor") since June 1991. Mr.
Brozman was Chairman of the Board
Since October 1991, President and
Treasurer of La Petite Academy, Inc.
("La Petite") from June 1981 until
July 1993. Mr. Brozman has also been
a director of CenCor, Inc. since 1979.
David A. Nichols 1988 65 President of Midwest Bank Management,
(2)(3) Inc. since 1978. Midwest Bank
Management, Inc. is a private banking
management service firm located in
Kansas City, Missouri, of which Mr.
Nichols is the sole stockholder. Mr.
Nichols is also a private consultant
providing services to other banking
entities.
Thomas K. Sight 1989 45 President of Bob Sight Lincoln
(2)(3) Mercury, an automobile dealership
located in Overland Park, Kansas for
more than the prior five years.
Since January 1992, Chief Executive
Officer of Bob Sight Ford in Lee's
Summit, Missouri.
- ----------
</TABLE>
(1) CenCor is affiliated with the Company; in July 1993, La Petite ceased to be
affiliated with the Company.
(2) Member of Compensation Committee.
(3) Member of Audit Committee.
The Board of Directors of the Company held five meetings and acted by
unanimous written consent on four occasions last year. The Compensation
Committee held two meetings last year. The Compensation Committee reviews
salaries of certain officers and bonuses of executive officers, administers the
Company's stock option plans and generally administers the Company's
compensation program. The Audit Committee, which is responsible for oversight
of the Company's financial reports, held one meeting last year. The Company's
Board of Directors does not have a nominating committee. Last year, each
director attended at least 75% of the Board meetings (and at least 75% of the
meetings of committees on which he served) during the period for which he was a
director (or committee member).
Proxy Statement -3-
<PAGE>
EXECUTIVE OFFICERS
In addition to Jack L. Brozman, the following persons serve as executive
officers of the Company.
<TABLE>
<CAPTION>
NAME OF
EXECUTIVE OFFICER AGE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- --------------------------- --- ----------------------------------------------
<S> <C> <C>
Michael S. Savely 57 Employed by the Company since December 1985,
serving in various capacities. Since August
1989 was the Vice President-Operations and,
since March 1996, Senior Vice
President-Operations
M. Gregg Gimlin 50 Employed by Simon-RO (formerly, "RO
Corporation"), a manufacturing company, from
October 1988 through November 1992. Elected
a director of Simon-RO in March 1990, served
as Vice President-Finance, Treasurer and
Assistant Secretary from June 1991. Served
as consultant to CenCor from January 1993
until employed by CenCor as Special Projects
Coordinator from March through June 1993.
Vice President and Chief Financial Officer of
the Company since July 1993.
Samuel Person 65 President and co-founder of Person/Wolinsky
Associates, Inc. ("Person/Wolinsky"), the
Company's subsidiary which operates CPA
Review Courses. He has served as its
President since its formation in 1968.
Patrick J. Debold 44 Employed by the Company since November 1989,
serving as School Director of Education,
National Director of Education, and, since
July 1993, Vice President of Education.
Asa E. Johnson 53 Employed by the Company since January 1989,
serving as School Director, Director of
Admissions, Regional Director, National
Director of Admissions and Marketing,
National Director of Filed Operations and,
since March 1996, Vice President-Operations.
</TABLE>
Proxy Statement -4-
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary
- -------
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Chief
Executive Officer of the Company and the other most highly compensated executive
officers affiliated with the Company whose salary and bonus exceeded $100,000
(determined as of the end of last year) for the years ended December 31, 1995,
1994, and 1993:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
Name and Other Annual Restricted All Other
Principal Compensation Stock Options LIP Compensation
Position Year Salary ($) Bonus ($) ($) Award(s) ($) (#) Payouts ($) ($)
--------- ---- ---------- --------- ------------ ------------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack L. Brozman, 1995 135,000 51,000 0 0 0 0 0
Chairman of the Board 1994 125,000 0 0 0 450,000(2) 0 0
President and Treasurer 1993 125,000 25,000 0 0 300,000(2) 0 0
of the Company(1)
Samuel Person 1995 198,000 0 0 0 0 0 0
President of 1994 198,000 7,500 0 0 0 0 0
Person/Wolinsky 1993 197,000 0 0 0 0 0 0
Michael S. Savely, 1995 98,000 42,000 0 0 0 0 0
Sr. Vice President-Operations 1994 93,000 8,000 0 0 0 0 0
1993 83,000 26,000 0 0 75,000 0 0
M. Gregg Gimlin 1995 75,000 33,000 0 0 0 0 0
Vice President,
Chief Financial Officer (3)
</TABLE>
- ----------------------
(1) Mr. Brozman also received compensation as CEO of CenCor in 1995 and 1994,
and CEO of both La Petite and CenCor in 1993 and 1992, which compensation
is not reflected in the above Summary Compensation Table.
(2) On February 3, 1994, the Company's Compensation Committee granted to Mr.
Brozman an option to purchase 750,000 shares of Common Stock under the
Company's 1994 Incentive Stock Option Plan. Part of the option, the right
to purchase 300,000 shares, is fully vested and was granted as compensation
for Mr. Brozman's efforts in 1991, 1992 and 1993. The remaining 450,000
shares are subject to vesting based on Company performance in 1994, 1995
and 1996. See, "Option Grants, Exercises and Holdings" and "Compensation
Committee Report on Executive Compensation - Chairman and CEO Compensation-
Option Grant."
(3) Salary and bonus for prior two years did not exceed $100,000.
Proxy Statement -5-
<PAGE>
Option Grants, Exercises and Holdings
The Company did not grant any options or SARs in the last fiscal year.
No options were exercised by any of the named executive officers during
1995. The following table provides information with respect to the named
executive officers concerning unexercised options held as of the end of the
Company's last calendar year:
LAST FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options Options
at FY-End (#) at FY-End ($)(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------- ------------------------- -------------------------
<S> <C> <C>
Jack L. Brozman, CEO 450,000/150,000 198,000/66,000
Samuel Person 0/0 0/0
Michael S. Savely 30,000/45,000 15,000/22,000
M. Gregg Gimlin 14,000/21,000 7,000/10,000
</TABLE>
- ----------------------
(1) Based on the difference between the mean of the closing bid and asked
prices of the Company's Common Stock on December 31, 1995 and the exercise
price of the options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is comprised of David
A. Nichols and Thomas K. Sight. On an annual basis, the Compensation Committee
reviews the salaries and bonuses of the executive officers and other employees,
administers the 1988 Incentive Stock Option Plan and the 1994 Incentive Stock
Option Plan ("Stock Option Plans") and oversees the administration of the
Company's compensation program.
In accordance with Securities and Exchange Commission rules designed to
enhance disclosure of companies' policies toward executive compensation, the
following report is submitted by the above listed committee members in their
capacity as the Board's Compensation Committee. The report addresses the
Company's compensation policy as it related to the executive officers for 1995.
GENERAL COMPENSATION POLICY. The Compensation Committee of the Board of
Directors was, and continues to be, guided by a belief that executive
compensation should reflect the profitability and appreciation in the value of
the Company (as reflected by the Company's net income or loss and market value
of Common Stock, respectively), while at the same time considering
Proxy Statement -6-
<PAGE>
surrounding economic pressures, individual performance and retention of key
executive officers. The Compensation Committee has not yet adopted a policy with
respect to the $1,000,000 limitation on deductibility of executive compensation
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), since current compensation levels fall significantly below that amount.
The Compensation Committee believes that the following are the important
qualitative considerations in setting executive compensation:
* Compensation should reflect overall performance of the Company and the
executive officer and his or her contribution to the Company's
profitability
* Compensation should correlate to measurable performance criteria
* Compensation should attract and retain valued executive officers
* Compensation should reflect the executive officers' ability to
effectively direct the Company during difficult economic conditions
CALENDAR 1995 COMPENSATION. To accomplish this compensation policy in
1995, the Company's executive compensation integrated (i) annual base salary,
(ii) bonuses based upon individual agreements utilizing various objective
performance goals, and (iii) stock option grants under the Company's Stock
Option Plans. The compensation policies, as implemented, endeavor to enhance
the profitability of the Company (and, thus, stockholder value) by tying the
financial interests of the management with those of the Company.
Base Salary. As a general matter, an executive officer's base salary
is subjectively positioned so as to reflect the experience and performance of
such executive officer and the performance of the Company. The Compensation
Committee initially determines the amount of base salary based on factors such
as prior level of pay, quality of experience, and responsibilities of position.
Thereafter, the Compensation Committee grants raises subjectively based on
overall Company performance (net income or loss, earnings per share and market
value of Common Stock) and the executive officer's individual performance (based
on performance reviews by Jack L. Brozman and/or other executives).
The amount of raises to the executive officers' base salaries was
subjectively determined by Mr. Brozman, with the approval of the Compensation
Committee. The decision to raise the base salary was, in part, based on Mr.
Brozman's subjective evaluation of each officer's performance. Such raises in
base salaries ranged from approximately 4.7% to 10.0% of their previous year's
base salary. Mr. Brozman received an increase in salary of 8.0% for 1995. See,
"Chairman and CEO Compensation."
Bonuses. The Company has certain bonus agreements in place with
executive officers which couple objective corporate performance criteria, based
on such officer's area of responsibilities, with annual cash compensation.
Under such bonus agreements, the named executive officers received a specified
percentage of the pre-tax net income of the Company and/or
Proxy Statement -7-
<PAGE>
net cash flow from the various Company schools. Based upon the pre-arranged
formula contained in each officer's agreement, the Company granted bonuses to
certain of its executive officers in 1995.
The performance criteria in the bonus agreements of the executive officers
differ depending on the amount of responsibility for such executive officers.
For example, certain senior executive officers' bonuses are based on either a
percent of pre-tax income of the Company or operating income from schools.
Incentive Stock Option Awards. The Board of Directors and Compensation
Committee also award stock options to executive officers, as well as school
management personnel, under the Stock Option Plans. The Committee believes that
stock options are an effective incentive for executives to create value for
Stockholders since the value of an option bears a direct relationship to
appreciation in the Company's stock price. Obviously, when Stockholder value
decreases, stock options granted to management either decrease in value or have
no value. Inversely, when stock prices increase, the stock options become more
valuable.
The determination of whether to grant stock options to executive officers,
whether on an aggregate or individual basis, is in the discretion of the
Compensation Committee. In making the determination, the Committee examines (i)
the Company's performance, as determined by its operating and net income (loss),
earnings per share and the market price of the Common Stock, (ii) the relation
of long-term compensation to short term (cash) compensation, (iii) the number
and exercise price of options held by each executive officer, (iv) the total
stock holdings of the executive officer, (v) the individual performance of the
executive (subjectively determined by Mr. Brozman and other executives), and
(vi) the potential contribution of the executive to the Company. The
Compensation Committee does not separately weigh such criteria, but rather
subjectively and informally views the mix of information with respect to each
executive officer.
With respect to such criteria, especially stock options previously granted,
the Compensation Committee decided not to grant additional options during 1995
to executive officers.
The options previously granted were incentive stock options under the Code
which means that the officers will not have to pay taxes, and the Company will
not receive a tax deduction upon exercise of the options.
CHAIRMAN AND CEO COMPENSATION. Jack L. Brozman, Chairman and CEO of the
Company, is subject to the same general compensation package as the other
executives.
For 1995, the Compensation Committee decided to increase Mr. Brozman's base
annual salary from $125,000 to $135,000. The Compensation Committee believes
that Mr. Brozman's leadership and commitment level to the Company was excellent
during these difficult times. The Committee specifically recognized the
following: 1) the Company's return to profitability, 2) the strong cash position
that allowed significant reduction of bank debt, and 3) substantially improved
school operations.
Proxy Statement -8-
<PAGE>
Option Grant. At the July 1993 annual meeting of the Compensation
Committee, the Committee decided to engage (and in September 1993 did engage) an
outside compensation consultant to address Mr. Brozman's compensation package.
Mr. Brozman abstained from such vote. The Compensation Committee believed that
Mr. Brozman should have a reasonable compensation package reflecting both his
past contributions over the last two and one-half years and his future
performance. Pursuant to the compensation consultant's recommendation, on
February 3, 1994, the Committee granted Mr. Brozman an option to purchase
750,000 shares of Company Common Stock. Part of the option, the right to
purchase 300,000 shares, is fully vested and was granted as compensation for Mr.
Brozman's leadership, as described below, in 1991, 1992 and 1993, which the
Committee believes was critical in the Company's survival. The option for the
remaining 450,000 shares vests ratably over the three years 1994, 1995 and 1996
based on the Company's achievement of a consolidated pre-tax income benchmark
for each of those years. In 1994, the option to purchase 150,000 of those
450,000 shares lapsed due to the Company's pre-tax income falling below that
benchmark. In 1995, the Company achieved 100% or more of the benchmark, which
caused the 1995 option to purchase 150,000 shares to immediately vest.
SUMMARY. The Compensation Committee believes that the executive officers
of the Company are dedicated to achieving significant improvements in long-term
financial performance and that the compensation policies and programs contribute
to achieving this senior management focus. The Compensation Committee believes
that the compensation levels during 1995 adequately reflect the Company's
compensation goals and policies.
The Compensation Committee report is submitted by:
David A. Nichols Thomas K. Sight
Compensation of Directors
Each non-officer director is paid a retainer fee of $2,500 annually, and a
director's fee of $250 for meetings of the Board of Directors and Committees
which he attends. Officer-directors do not receive fees for attendance at
meetings. The Company paid a total of $7,000 in Director fees during 1995.
Employment Contract, Termination of Employment and Change in Control
Arrangements
Mr. Person has conducted the business of Person/Wolinsky under an
employment agreement since Person/Wolinsky was acquired by CenCor in 1984. The
employment agreement has been amended from time to time subsequent to 1984 to
revise salary and bonus compensation.
The employment agreement currently in effect was amended May 1, 1995. This
agreement provided that Mr. Person receive $16,500 per month in salary for the
periods May 1, 1995 through April 30, 1996. Mr. Person agreed to extend this
agreement on the same terms through October 31, 1996.
Proxy Statement -9-
<PAGE>
Mr. Person is expected to devote only twenty-one hours per week to the
business of Person/Wolinsky. Mr. Person may devote his remaining time to
activities which do not conflict with the Company's business. In addition, Mr.
Person has agreed not to compete with Person/Wolinsky for a three year period in
certain areas following termination of his employment.
In addition, Mr. Person, along with his wife, owns the building used for
the executive offices of Person/Wolinsky Associates, Inc. Person/Wolinsky
leases this space from Mr. Person for $40,000 per year through June 30, 1998.
Compensation Committee Interlocks and Insider Participation
At December 31, 1995, the Compensation Committee consisted of David A.
Nichols and Thomas K. Sight. Mr. Brozman, an officer of the Company in the
capacities of Chairman of the Board, President and Treasurer, served on the
Compensation Committee until January 6, 1994, and directly participated in
decisions affecting compensation of executives while on the Compensation
Committee.
MR. BROZMAN'S RELATIONSHIP WITH CENCOR. To the extent certain officers,
directors or beneficial holders of 5% of the Company's voting securities hold
positions as officers of CenCor, or own more than 5% of CenCor's voting
securities, these individuals have an indirect interest in the various
transactions between the Company and CenCor. Jack L. Brozman, who is Chairman
of the Board, President and Treasurer and holds voting rights for more than 5%
of the Company's voting securities (by virtue of his position as executor and
trustee of the Estate of Robert F. Brozman (the "Estate") and R. F. Brozman
trust, respectively), is also Chairman of the Board, President and Treasurer of
CenCor and beneficially owns more than 5% of the voting securities of CenCor.
As of March 31, 1988, the Company acquired, at book value, all the assets
and assumed all the liabilities of the career training division of CenCor. As
of June 30, 1988, the Company was spun-off to the stockholders of CenCor. In
connection with its spin-off, the Company agreed to act as obligor on certain
publicly-issued debt of CenCor, in the original principal amount of $6,500,000
(the "CenCor Debt"), pursuant to an Agreement for Transfer of Assets and
Assumption of Liabilities entered into in March of 1988. In that agreement, the
Company agreed to be responsible for the payments to the CenCor Debt note
holders and to indemnify CenCor with respect to such payments. The Company
suspended principal and interest payments on the CenCor Debt in the fall of
1992. In that connection, the Company and CenCor decided to restructure the
arrangement so that the Company would not be responsible for the payments on the
CenCor Debt.
Accordingly, the Company and CenCor executed a restructuring agreement (the
"Restructuring Agreement") and agreed, effective October 30, 1992, as follows:
(i) the Company will not be obligated to pay the note holders of the CenCor
Debt; (ii) the Company delivered a Junior Secured Debenture (the "Debenture") to
CenCor in the principal amount of $5,422,000 (the amount of principal and
interest due on the CenCor Debt as of October 30, 1992) which Debenture is
secured by a lien on substantially all the Company's assets and junior to the
Company's secured bank lender; (iii) the Debenture bears interest ranging from
prime plus 1-1/2% to prime plus 2-1/2% per annum and provides for principal and
interest payments commencing September 30, 1995 based on a ten year amortization
schedule; (iv) the Company will make an additional contingent payment to
Proxy Statement -10-
<PAGE>
CenCor on August 31, 1997 in an amount equal to 25% of the market value of the
Company's outstanding Common Stock in excess of $3,500,000; and (v) the Company
will reimburse CenCor $100,000 for the expenses incurred by CenCor in connection
with the Restructuring Agreement.
As of December 31, 1993, the Company and CenCor agreed to amend the
Restructuring Agreement to provide for the assignment of certain of the
Company's receivables to CenCor as payment for all interest accrued on the
Debenture through December 31, 1993, totaling $559,353.
Effective November 15, 1994 CenCor exchanged $3,000,000 face value of the
Debenture for 300,000 shares of Cumulative Preferred Stock (the "Preferred
Stock") of the Company with a $.10 par value and a per share liquidation
preference of $10.00. Cumulative quarterly dividends will accrue at a rate
equal to 73% of the then current interest rate on the Debenture. The Preferred
Stock has no mandatory redemption date but the Company may redeem the Preferred
Stock, in whole or in part, at any time, at liquidation value plus accrued
cumulative dividends. In addition, the Company assigned to CenCor additional
accounts and notes receivable with a face value of approximately $15,000,000
that had been charged-off by the Company in the normal course of business. This
assignment was on terms and conditions similar to those set forth in the
December 31, 1993 amendment, and discharged approximately $495,000 of interest,
which represents the amount of interest that accrued through December 31, 1994.
Management believes that the amount of receivables assigned to CenCor in 1994
and 1993 were reflective of the estimated collectability of the related
receivables. The balance of the debenture was $2,709,000 at December 31, 1995.
Except as otherwise provided above, to the extent any interest of Jack L.
Brozman in the transactions between the Company and CenCor arose solely from his
position as an officer in CenCor and his attributed ownership of more than 5%
equity ownership in CenCor, a value cannot be assigned to such indirect
interest.
There can be no assurance that other potential conflicts will not arise
among the Company and CenCor as a result of their sharing certain personnel.
The resolution of any such conflicts will be through negotiation among the
Company and CenCor, based upon the conflicting needs of the two companies, the
financial condition of the Company, if relevant, and overall fairness to each of
the parties. Management believes that the terms of the arrangements between the
Company and CenCor described have been fair and reasonable to the Company.
(The remainder of this page was left blank intentionally.)
Proxy Statement -11-
<PAGE>
COMPANY PERFORMANCE
The following graph shows a comparison of cumulative total returns for the
Company, broad market NASDAQ index and an industry index since close of business
on December 31, 1989.
COMPARISON OF CUMULATIVE TOTAL RETURN
(CONCORDE CAREER COLLEGES, INC., NASDAQ INDEX AND INDUSTRY INDEX)
<TABLE>
<CAPTION>
[GRAPH APPEARS HERE]
Measurement Period CONCORDE NASDAQ MARKET INDUSTRY
(Fiscal Year Covered) CAREER COLLEGES, INC. INDEX INDEX
- --------------------- --------------------- ------------- ----------
<S> <C> <C> <C>
Measurement Pt-
1990 $100 $100 $100
FYE - 1991 $ 36.14 $128.38 $210.71
FYE - 1992 $ 0.91 $129.64 $171.18
FYE - 1993 $ 2.70 $155.50 $155.05
FYE - 1994 $ 5.20 $163.26 $ 99.58
FYE - 1995 $ 12.05 $211.77 $179.69
</TABLE>
The total cumulative return on investment (change in the year end stock
price plus reinvested dividends) for each of the periods for the Company, broad
based NASDAQ index and industry index is based on the stock prices at the close
of business on December 31, 1989, assuming a $100 investment. The above
performance graph, prepared by Media General Financial Services, Inc., compares
the annual performance of the Company with that of the broad market NASDAQ index
and an industry index with investment weighted on market capitalization. The
industry index is comprised of all those companies with a four digit Standard
Industrial Classification ("SIC") code of 8249 (Vocational Schools).
Proxy Statement -12-
<PAGE>
TRANSACTIONS WITH CENCOR
See "Compensation Committee Interlocks and Insider Participation - Mr.
Brozman's Relationship with CenCor."
OTHER TRANSACTIONS
Person/Wolinsky, the Company's subsidiary which operates the CPA review
courses, had an arrangement with subsidiaries of Century Acceptance Corporation
("CAC"), a wholly owned subsidiary of CenCor. In consideration for CAC's
commitment to finance Person/Wolinsky's students' tuition at a 14% interest
rate, Person/Wolinsky guaranteed repayment of the loans in the event of default.
During 1995, Person/Wolinsky paid approximately $14,000 to CAC on such
guarantees. This agreement was terminated in June 1995 when CenCor sold
Century.
Management believes that these transactions with the Company and other
affiliates of the Company have been made on no less favorable terms than could
be obtained from unaffiliated third parties.
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, the Company's former independent accountants, resigned
effective September 13, 1994. CenCor, Inc., a former client of Arthur Andersen
and a former affiliate of the Company, informed Arthur Andersen that it may
assert certain claims against the firm. The Chief Executive Officer of the
Company is also the Chief Executive Officer of CenCor. The assertion of claims
against Arthur Andersen by CenCor may cause the firm to be deemed not
independent with respect to the Company.
Arthur Andersen's report in fiscal year 1993 did not contain an adverse
opinion or a disclaimer of opinion, or a qualification or modification as to
uncertainty, audit scope or accounting principles. The change in accountants
was approved by the audit committee of the board of directors. During the
Company's two most recent fiscal years, there have been no disagreements with
Arthur Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
For 1995, Price Waterhouse LLP examined the financial statements of the
Company and its subsidiaries, including reports to Stockholders, the Securities
and Exchange Commission and others.
The Board of Directors has selected and appointed Price Waterhouse LLP as
the independent public accountants for the Company for the year 1996.
The following resolution will be offered at the Annual Meeting:
"RESOLVED, the action of the Board of Directors in appointing Price
Waterhouse LLP as the independent public accountants of the Company for
1996 is hereby approved."
Proxy Statement -13-
<PAGE>
It is not anticipated that representatives of Price Waterhouse LLP will
attend the Annual Meeting. If, however, representatives are present at the
Annual Meeting there will be an opportunity for them to make a statement and be
available to respond to questions by Stockholders.
STOCKHOLDER PROPOSALS
In the event any Stockholder intends to present a proposal at the Annual
Meeting of Stockholders to be held in 1997, such proposal must be received by
the Company, in writing, on or before December 20, 1996, to be considered for
inclusion in the Company's next Proxy Statement for such meeting.
VOTING PROXIES AND OTHER MATTERS
Proxies will be voted in accordance with the choices specified on the form
of proxy. If no choice is specified, shares will be voted: (i) "FOR" the
nominees for director listed on the proxy and in this Proxy Statement; and (ii)
"FOR" approval of the appointment of Price Waterhouse LLP as the independent
public accountants for the Company for 1996.
Management of the Company does not intend to present any business to the
Annual Meeting except as indicated herein and presently knows of no other
business to be presented at the Annual Meeting. Should any other business come
before the Annual Meeting, the persons named in the accompanying form of proxy
will vote the proxy in accordance with their judgment of the best interests of
the Company on such matters.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN TO THE COMPANY THE ACCOMPANYING PROXY. IF YOU
ARE PRESENT AT THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
BY THE BOARD OF DIRECTORS
/s/ Lisa M. Henak
Lisa M. Henak
Secretary
APRIL 19, 1996
Proxy Statement -14-
<PAGE>
CONCORDE CAREER COLLEGES, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 1996
THIS PROXY AND EACH OF THE PROPOSALS ARE SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints Jack L. Brozman and Lisa M. Henak, jointly
and individually, as Proxies with full power of substitution and hereby
authorizes them to represent and to vote, as designated below, all the shares of
common stock of Concorde Career Colleges, Inc., which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders to
be held on May 24, 1996 or any adjournment or postponement thereof.
1. Election of Directors.
[_] FOR ALL NOMINEES LISTED BELOW [_] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME.)
JACK L. BROZMAN, DAVID A. NICHOLS and THOMAS K. SIGHT
2. Ratification and approval of the appointment of Price Waterhouse LLP as the
independent public accountants for 1996.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please see reverse side.)
<PAGE>
(See reverse side for matters to be voted on.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDERS. NONE OF THE PROPOSALS ARE RELATED TO OR
CONDITIONED ON THE APPROVAL OF ANY OTHER PROPOSAL. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please date, sign and return this Proxy card by mail, postage prepaid.
DATED: , 1996
--------------------------------
Signature
------------------------------------
Signature if held jointly
--------------------
(Please sign exactly as name appears to the
left. When stock is registered jointly, all
owners must sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by the President or other authorized
officer. If a partnership, please sign in
partnership name by an authorized person.)
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