<PAGE>
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 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] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
CONCORDE CAREER COLLEGES, INC.
5800 Foxridge
Suite 500
Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2000
TO ALL STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders
(the "Annual Meeting") of Concorde Career Colleges, Inc., a Delaware corporation
(the "Company"), will be held on Thursday, May 25, 2000, at 9:00 a.m., Central
Time, at 5800 Foxridge, Suite 500, Mission, Kansas, 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 ratify the appointment of independent public accountants for
the Company for 2000;
(3) To approve the 2000 Long-Term Executive Compensation Plan; and
(4) To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 6,
2000 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
Lisa M. Henak
Secretary
Dated: April 13, 2000
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 USING THE ENCLOSED ENVELOPE. IF YOU ATTEND THE ANNUAL 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 BETTER ASSURED AT THE ANNUAL MEETING,
WHICH WILL PREVENT COSTLY FOLLOW-UP AND DELAYS.
<PAGE>
QUAD=CENTER)
CONCORDE CAREER COLLEGES, INC.
5800 Foxridge
Suite 500
Mission, Kansas 66202
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2000
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 Thursday, May
25, 2000, at 9:00 a.m., Central Time, at 5800 Foxridge, Suite 500, Mission,
Kansas, and any adjournment or postponement thereof. Shares of the Company's
common stock, par value $0.10 per share ("Common Stock") and Class B Voting
Convertible Preferred Stock, par value $0.10 per share ("Voting Preferred
Stock") represented by duly executed proxies received prior to the Annual
Meeting will be voted at the Annual Meeting. If a holder of Common Stock or
Voting Preferred Stock ("Stockholder") specifies a choice on the proxy card with
respect to any matter to be acted upon, its, his or her shares will be voted in
accordance with the instructions 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 voted by giving
written notice of revocation or a properly executed proxy bearing a later date
to the Secretary of the Company. Attendance at the Annual Meeting will not in
and of itself constitute the revocation of a proxy.
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 proxy
card, and the Company may reimburse brokers or other persons holding Common
Stock or Voting Preferred 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 13, 2000.
Only Stockholders of record at the close of business on April 6, 2000
(the "Record Date") will be entitled to notice of, and to vote at, the Annual
Meeting. On the Record Date, the Company had 7,940,629 shares of Common Stock
and 55,147 shares of Voting Preferred Stock issued and outstanding and entitled
to vote at the Annual Meeting. Each outstanding share of Common Stock is
entitled to one vote and each outstanding share of Voting Preferred Stock is
entitled to twenty (20) votes on each matter brought to a vote. Provided a
quorum is present, the affirmative vote of a (a) plurality of the shares of
Common Stock and Voting Preferred Stock voting together as a class is required
for the election of each nominee for director and (b) a majority of the votes
cast by the holders of Common Stock and Voting Preferred Stock present in
Proxy Statement - 1
<PAGE>
person or represented by proxy at the Annual Meeting and entitled to vote on the
subject matter is required for (i) the ratification of the appointment of
independent public accountants for the Company for 2000 and (ii) the approval of
the 2000 Long-term Executive Compensation plan. Stockholders do not have any
dissenters' rights regarding any of the above matters.
Votes that are cast against the proposals are counted both for
purposes of determining the presence or absence of a quorum for the transaction
of business and for purposes of determining the total number of votes cast on a
given proposal. Abstentions will be counted for purposes of determining both
the presence or absence of a quorum for the transaction of business and the
total number of votes cast on a given proposal, and therefore will have the same
effect as a vote against a given proposal. Shares held by a broker in "street
name" and for which the beneficial owner of such shares has not executed and
returned to such broker a proxy card indicating voting instructions may be voted
on a discretionary basis by such broker with respect to the election of
directors and ratification of the appointment of the auditors.
Management of the Company 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 proxy card, or their substitutes, will vote in accordance with
their judgment of the best interests of the Company on such matters.
(The remainder of this page was left blank intentionally.)
Proxy Statement - 2
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The Company has two classes of voting securities, Common Stock and
Voting Preferred Stock (collectively, the "Voting Securities"). Holders of the
Voting Preferred Stock vote with the Common Stock, as a single class, on all
matters brought before a vote of the holders of Common Stock. Each share of
Voting Preferred Stock is convertible into twenty (20) shares of Common Stock
and has voting rights equal to twenty (20) shares of Common Stock. The
following table sets forth the respective voting rights of the outstanding
shares of Voting Securities as of April 6, 2000.
Outstanding Number of
Shares Votes %
----------- --------- -----
Common Stock 7,940,629 7,940,629 88%
Voting Preferred Stock 55,147 1,102,940 12%
--------- ----
Total Number of Votes 9,043,569 100%
The following table sets forth with respect to Voting Securities (i)
the only persons known by the Company to be beneficial owners of more than five
percent (5%) of the Voting Securities, (ii) the shares of Voting Securities
beneficially owned by all directors and named executive officers of the Company
and nominees for director, and (iii) the shares of Voting Securities
beneficially owned by directors and executive officers as a group, as of
April 6, 2000.
<TABLE>
<CAPTION>
Common Stock Voting Preferred Stock Total Voting Securities
-----------------------------------------------------------------------------------------------
Name of Beneficial Owner Amount(2) % of Class(3) Amount(2) % of Class(3) Voting Rights (%)
- --------------------------- ------------ ------------- ----------- -------------- -------------------
<S> <C> <C> <C> <C> <C>
Robert F. Brozman Trust(1) 2,485,324 31.3% --- --- 27.5%
Cahill, Warnock Strategic(1) 508,333(4) 6.4 53,309(4) 96.7% 17.4
Partners Fund, L.P.
Nelson Obus(1) 598,790(5) 7.6 --- --- 6.6
Jack L. Brozman(1) 3,597,048(6) 43.4 --- --- 38.3
James R. Seward(1) 28,333(7) * 1,838(7) 3.3 *
Thomas K. Sight(1) 15,063(8) * * --- *
David L. Warnock(1) 508,333(4) 6.4 53,309(4) 96.7 17.4%
All Directors and Executive 4,164,777(9) 50.1% 55,147 100% 55.9%
Officers as a Group
(5 persons)
</TABLE>
Proxy Statement - 3
<PAGE>
* Less than one percent (1%)
(1) Addresses: Robert F. Brozman Trust, 5800 Foxridge, Mission, Kansas 66202;
Cahill, Warnock Strategic Partners Fund, L.P., One South Street, Suite
2150, Baltimore, Maryland 21202; Nelson Obus, One Penn Plaza, Suite 4720,
New York, New York 10119-0002; Jack L. Brozman, 5800 Foxridge, Mission,
Kansas 66202; David L. Warnock, One South Street, Suite 2150, Baltimore,
Maryland 21202; James R. Seward, 3520 W. 75th Street, Suite 104, Prairie
Village, Kansas 66208; and Thomas K. Sight, 607 N. Blue Parkway, Lee's
Summit, MO 64063.
(2) 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 and investment power.
(3) The percentage of class is calculated pursuant to Rule 13d-3(d) of the
Securities Exchange Act of 1934 ("Exchange Act").
(4) Includes 500,000 shares of Common Stock, 50,414 shares of Voting Preferred
Stock owned by Cahill, Warnock Strategic Partners Fund, L.P., 2,895 shares
of Voting Preferred Stock owned by Strategic Associates, L.P and 8,333
Common shares exercisable pursuant to options held by David L. Warnock.
These Voting Securities have a total of 1,574,513 voting rights.
(5) Includes 70,000 shares held jointly with Eve E. Coulson, the spouse of Mr.
Obus, 350,790 shares owned by Wynnefield Partners Small Cap Value, L.P.,
149,000 shares owned by Channel Partnership II, L.P., and 29,000 shares
owned by Wynnefield Partners Small Cap Off Shore, L.P. Mr. Obus is general
partner of these partnerships.
(6) Includes 2,485,324 shares held by the Robert F. Brozman Trust, of which
Jack L. Brozman is trustee, 771,724 shares held directly and 340,000
shares exercisable pursuant to options.
(7) Includes 8,333 Common shares exercisable pursuant to options. These Voting
Securities, Common and Voting Preferred Stock have a combined total of
65,093 voting rights.
(8) Includes 8,333 Common shares exercisable pursuant to options and 6,730
Common shares held jointly with Faye Sight, Mr. Sight's spouse.
(9) Includes 380,999 Common shares which are exercisable pursuant to options.
For purpose of this table and pursuant to Rule 13d-3(d) of the Exchange
Act, shares underlying options are deemed beneficially owned if such
options are exercisable within 60 days of April 1, 2000.
(The remainder of this page was left blank intentionally)
Proxy Statement - 4
<PAGE>
PROPOSAL ONE - ELECTION OF DIRECTORS
The number of directors constituting the Company's Board of Directors
may range from three to six. The Board currently consists of four directors.
The Board has nominated four directors for election at the Annual Meeting and
may fill the vacancies for the two remaining director positions at some later
time. The shares of Voting Securities represented by the enclosed proxy will be
voted, unless otherwise indicated, for the election of the four nominees for
director named below. A stockholder's voting securities can not be voted by
proxy or otherwise for more than four directors. 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.
<TABLE>
<CAPTION>
Name of Nominee Served Principal Occupation for Last Five Years
for Director Since Age and Directorships
- ----------------------------- ------------- ---------- -------------------------------------------------
<S> <C> <C> <C>
Jack L. Brozman 1986 49 Chairman of the Board and Treasurer of the
Company since June 1991. President and Chief
Executive Officer of the Company since November
1998 and from June 1991 until April 1997.
President and Chief Executive Officer, Chairman
of the Board and Treasurer of Cencor, Inc.
("Cencor") from June 1991 to December 1999. Mr.
Brozman has also been a director of Cencor since
1979.
James R. Seward 1997 47 Executive Vice President and Chief Financial
(1)(2) Officer of Seafield Capital Corporation from
1990 to 1997, a public holding company located
in Kansas City, Missouri. President and Chief
Executive Officer of the SLH Corporation from
1997 to 1998, a public holding company located
in Shawnee Mission, Kansas, and manager of
Seward & Company, L.L.C. since 1998. Mr. Seward
is a director of Lab One Inc., Response
Oncology, Inc., and Syntroleum Corporation, each
a public company.
Thomas K. Sight 1989 49 President of Bob Sight Lincoln Mercury for more
(1)(2) than the prior five years, an automobile
dealership located in Overland Park, Kansas.
Chief Executive Officer of Bob Sight Ford for
more than the prior five years located in Lee's
Summit, Missouri.
</TABLE>
Proxy Statement - 5
<PAGE>
<TABLE>
<CAPTION>
Name of Nominee Served Principal Occupation for Last Five Years
for Director Since Age and Directorships
- ----------------------------- ------------- ---------- -------------------------------------------------
<S> <C> <C> <C>
David L. Warnock 1997 42 Managing Member of Cahill, Warnock & Company,
(1)(2) LLC and a general partner of Cahill, Warnock
Strategic Partners, L.P. from July 1995 to
present, each is located in Baltimore, Maryland.
Vice President, T. Rowe Price Associates from
July 1983 to July 1995. Mr. Warnock is a
director of Environmental Safeguards, Inc.,
Touchtone Applied Science Associates, Inc. and
Children's Comprehensive Services, Inc., each a
public company.
</TABLE>
__________
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
"THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE "FOR" THE
NOMINEES SET FORTH ABOVE."
The Board of Directors of the Company held three meetings and acted by
unanimous written consent on four occasions in 1999. The Compensation Committee
held one meeting in 1999. 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 in 1999. 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).
COMPENSATION OF DIRECTORS
-------------------------
Each non-officer director is paid an annual retainer of $2,500 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 $9,750 in Director fees during 1999. The
Company awarded each non-officer director an option to purchase 8,333 shares of
Common Stock on March 30, 1999. The options vested immediately and were awarded
at a price of $0.563, the fair market value on the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
The Compensation Committee consists entirely of non-employee directors
of the Company and there are no Compensation Committee interlocks with other
companies. Certain stockholders of the Company have agreed to vote the Voting
Securities held by them in favor of certain directors. See "Certain
Transactions".
Proxy Statement - 6
<PAGE>
EXECUTIVE OFFICERS
In addition to Jack L. Brozman, listed in the previous table, the
following persons served as executive officers of the Company during 1999. Each
executive officer is appointed by the Board of Directors annually and will serve
until reappointed or until his successor is appointed and qualified.
<TABLE>
<CAPTION>
Name of
Executive Officer Age Principal Occupation for Last Five Years
- -------------------------------- -------------- ---------------------------------------------------------------
<S> <C> <C>
Diana D. Hawkins-Jenks 49 Employed by the Company since December 1997 as Vice President
Human Resources. Vice President Human Resources of LaPetite
Academy, Inc. from 1989 to 1997.
William A. Johnson, Jr. 49 Executive Vice President and Chief Operating Officer of the
Company since September 1998. Director of Heald Colleges
School of Technology, Sacramento, California from 1993 to 1998.
Paul R. Gardner 40 Vice President and Chief Financial Officer of the Company
since November 1998. Controller of the Company from September
1994 to November 1998. Employed as Controller and Assistant
Controller of LaPetite Academy Inc. from September 1988 to
August 1994.
Larry Jackson 53(1) Vice President of Academic Affairs of the Company since May
1999. Educational consultant to Denver Technical College from
1998 to 1999. Employed in various positions at Denver
Technical College from 1994 to 1997 including Director, Center
for Industry Management Solutions, Director of Academic
Affairs and Campus Director.
Vickey S. Cook 45(2) Vice President Compliance and Financial Aid of the Company
from May 1996 to May 1999. Employed by the Company from 1988
to 1996 as Regional Compliance Administrator, National
Compliance Administrator, Operations Manager-SCI, Special
Projects Coordinator, and National Director Financial Aid and
Compliance.
</TABLE>
(1) Mr. Jackson resigned from the Company in February 2000.
(2) Ms. Cook resigned from the Company in May 1999.
Proxy Statement - 7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
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 of the Company whose salary and bonus exceeded $100,000 for the years
ended December 31, 1999, 1998, and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Securities All Other
Name and Underlying Compensation
Principal Position Year Salary ($) Bonus ($) Options (#) ($)
- -------------------------------------- ---- ---------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Jack L. Brozman, 1999 200,000 0 80,000(2) 11,000
Chairman of the Board and Treasurer 1998 157,000 0 80,000(2) 0
of the Company(1) 1997 145,000 19,000 80,000(2) 0
William A. Johnson, Jr. 1999 125,000 0 10,000(3) 0
Executive Vice President and Chief 1998 * 0 * 0
Operating Officer of the Company
Dr. Robert R. Roehrich, (4) 1999 0 0 0 177,000
President and Chief Executive Officer 1998 193,000 0 115,000(5) 15,000
1997 167,000 40,000 115,000(5) 0
Michael S. Savely(6) 1998 0 0 0 0
Sr. Vice President-Operations 1997 67,000 7,000 0 52,000
M. Gregg Gimlin(7) 1998 66,000 0 0 41,000
Vice President, Chief Financial 1997 * * 0 0
Officer
</TABLE>
_________
* Salary, bonus and all other compensation did not exceed $100,000.
(1) Mr. Brozman also received compensation as CEO of Cencor in 1999, 1998 and
1997, which compensation is not reflected in the above Summary Compensation
Table. From January 1, 1998 to November 12, 1998 Mr. Brozman devoted
approximately 50% of his time on Company matters. Subsequent to his
appointment to President and CEO, Mr. Brozman devotes approximately 90% of
his time to Company matters.
(2) On February 25, 1997, the Company's Compensation Committee granted to Mr.
Brozman an option to purchase 400,000 shares of the Company's Common Stock
under the 1994 Incentive Stock Option Plan (the "1994 Plan"), of which
80,000 shares vested in 1997, 80,000 shares vested in 1998 and 80,000
shares vested in 1999. On January 11, 1999 the Company's compensation
committee granted to Mr. Brozman an option to purchase 100,000 shares of
common stock under the 1998 Long-Term Executive Compensation Plan of which
20,000 shares vested in 2000. See "Option Grants, Exercises and Holdings".
(3) Mr. Johnson was awarded an option to purchase 50,000 shares of the
Company's common stock on September 1, 1998, of which 10,000 vested in
1999.
(4) Dr. Roehrich resigned effective November 12, 1998 and was paid severance
compensation of $15,000 in 1998 and $177,000 in 1999.
Proxy Statement - 8
<PAGE>
(5) On April 1, 1997, the Compensation Committee granted to Dr. Roehrich an
option to purchase 575,000 shares of Common Stock under the 1994 Plan, of
which 115,000 shares vested in both 1997 and 1998.
(6) Mr. Savely resigned from the Company in July 1997 and was paid severance
compensation in the amount of $52,000 in 1997.
(7) Mr. Gimlin resigned effective September 21, 1998 and was paid severance
compensation in the amount of $41,000 in 1998.
Option Grants, Exercises and Holdings
-------------------------------------
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential realizable value
at assumed annual rates of
stock price appreciation
Individual Grants for option term*
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Number of Percent of total
securities options/SARS
underlying granted to Exercise or
options/SARS employees in base Expiration
Name granted (#)(1)(2) fiscal year price($/Sh) Date 5% ($) 10% ($)
(a) (b) (c) (d) (e) (f) (g)
- -----------------------------------------------------------------------------------------------------------------------------------
Jack L. Brozman, 100,000 30.5% $0.50 1/11/2004 55,000 82,000
Chairman of the
Board and
Treasurer
William A. Johnson, 30,000 9.1% $0.50 1/11/2009 25,000 49,000
Jr., Executive Vice
President and Chief
Operating Officer
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The dollar amounts set forth under those columns are the result of
calculations of the 5% and 10% rates set by the Securities and Exchange
Commission and are not intended to forecast possible future appreciation.
(1) On January 11, 1999, Mr. Brozman was granted an option to purchase 100,000
shares of the Company's Common Stock, of which 20,000 Shares vested January
11, 2000.
(2) On January 11, 1999 Mr. Johnson was granted an option to purchase 30,000
shares of the Company's Common Stock, of which 6,000 shares were vested on
January 11, 2000.
The following table provides information with respect to the named executive
officers concerning options exercised during 1999 and unexercised options held
as of the end of the Company's last fiscal year:
Proxy Statement - 9
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
LAST FISCAL YEAR END OPTION VALUES
- ----------------------------------------------------------------------------------------------------------------------------
Shares Number of securities Value of Unexercised
Acquired on Value underlying Unexercised In-the-Money Options
Name Exercise (#) Realized($) Options at FY-End (#) at FY-End ($)(1)
Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Jack L. Brozman,
Chairman of the
Board and Treasurer 600,000 208,000(2) 340,000/160,000 6,000/26,000
- ----------------------------------------------------------------------------------------------------------------------------
William A. Johnson, Jr 0 0 16,000/64,000 2,000/8,000
Exec.Vice President,
Chief Operating
Officer
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the difference between the mean of the closing bid and asked
prices of the Common Stock on December 31, 1999 ($ 0.82) and the exercise
price of the options.
(2) Based on the difference between the closing price of the Common Stock on
February 2, 1999 ($0.50) and the exercise price of the options.
Employment Contract, Termination of Employment and Change in Control
Arrangements
The Company entered into an employment agreement (the "Employment
Agreement") with Dr. Robert R. Roehrich effective April 1, 1997. The Employment
Agreement had no stated term and provided that Dr. Roehrich would receive a
$200,000 base salary, adjusted annually, for serving as the Company's President
and Chief Executive Officer. Dr. Roehrich would receive annual bonus payments
of at least $40,000 to be adjusted upward upon the Company's achievement of
performance-based objectives, and options to purchase 575,000 shares of Common
Stock vesting in 115,000 increments each year until 2001. The Agreement also
provided that Dr. Roehrich would receive certain benefits including medical,
dental and life insurance benefits provided under the Company standard benefit
plans, four weeks of paid vacation per year and a leased Company car. The
Employment Agreement also provided that in the event that Dr. Roehrich was
terminated by the Company other than for cause, or if Dr. Roehrich should decide
to leave employment with the Company, the Company would pay Dr. Roehrich
severance pay equal to one year of his base salary. Dr. Roehrich resigned
effective November 12, 1998. The severance pay will be ratably paid bi-monthly
through November 1999. Unexercisable options for 345,000 shares of common stock
were canceled as a result of Dr. Roehrich's resignation and 230,000 vested
options expired and were cancelled in February 1999.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is comprised of
Thomas K. Sight, James R. Seward and David L. Warnock. On an annual basis, the
Compensation Committee reviews the salaries and bonuses of the executive
officers and other employees, administers the 1998 Stock Option Plan, and 1994
Plan (collectively, the "Stock Option Plans"), and any non-qualified stock
options, 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
Proxy Statement - 10
<PAGE>
Committee. The report addresses the Company's compensation policy as it related
to the executive officers for 1999.
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), while at the same time taking into account 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 the 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;
and
. Compensation should reflect the executive officers' abilities to
effectively direct the Company during difficult economic
conditions.
Calendar Year 1999 Compensation. To accomplish this compensation
policy in 1999, the Company's executive compensation package integrates: (i)
annual base salary, (ii) bonuses based upon individual agreements utilizing
various objective performance goals, and (iii) stock option grants or vesting
under the 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 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.
Salaries at companies of comparable size, with whom the Company must compete for
talent, are also considered. 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.
The amount of 1999 raises to the executive officers' base salaries was
subjectively determined by the Chairman of the Board, and President, Mr.
Brozman, with the approval of the
Proxy Statement - 11
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Compensation Committee. The decisions 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 5% to 26% of their previous
year's base salary in 1999.
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 executive officers receive a specified
percentage of revenue increases after a minimum revenue level, as set by the
Compensation Committee, is achieved. The aggregate bonuses are capped. The
performance criteria in the bonus agreements of the executive officers differ
depending on the amount of responsibility maintained by such executive officers.
The Company granted no such bonuses to any of its executive officers in 1999.
Incentive Stock Option Awards. The Board of Directors and
Compensation Committee also award stock options to executive officers, as well
as 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. Conversely, when stock prices increase, the stock option becomes more
valuable.
The determination of whether to grant stock options to executive
officers, whether on an aggregate or individual basis, is in the sole 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, except with respect to Mr. Brozman's compensation, with respect to
which the Compensation Committee evaluates such performance), 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, the Compensation Committee granted
options under the Stock Option Plans for 205,000 shares to executive officers
during 1999. Mr. Brozman was granted 100,000 of those options during 1999.
The options granted during 1999 were incentive stock options ("ISOs")
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.
Chief Executive Officer Compensation. Jack L. Brozman, Chief
Executive Officer of the Company since November 1998, is subject to the same
general compensation package as the other executives. The Compensation Committee
subjectively determined Mr. Brozman's compensation. In its annual review of Mr.
Brozman's salary, the Compensation Committee
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considers, among other factors, the responsibilities and individual performance
and the performance of the Company. Salaries at companies of comparable size,
with whom the Company must compete for talent, are also considered. Mr. Brozman
assumed the additional duties and responsibilities of Chief Executive Officer
("CEO") in November 1998. Mr. Brozman received a 27% increase in his base annual
salary in 1999. The Compensation Committee considered Mr. Brozman's past
performance, contributions to Company performance and his additional duties as
CEO in determining his salary.
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 focus. The Compensation Committee believes that the
compensation levels during 1999 adequately reflect the Company's compensation
goals and policies.
The Compensation Committee report is submitted by:
Thomas K. Sight, David L. Warnock and James R. Seward
Certain Transactions. On February 25, 1997, the Company entered into
agreements, which soon thereafter closed, with Cahill, Warnock Strategic
Partners Fund, LP and Strategic Associates, LP, affiliated Baltimore-based
venture capital funds ("Cahill-Warnock"), for the issuance by the Company and
purchase by Cahill-Warnock of: (i) 55,147 shares of the Company's new Class B
Voting Convertible Preferred Stock ("Voting Preferred Stock") for $1.5 million,
and (ii) 5% Debentures due 2003 ("New Debentures") for $3.5 million
(collectively, the "Cahill Transaction"). Cahill-Warnock subsequently assigned
(with the Company's consent) its rights and obligations to acquire 1,838 shares
of Voting Preferred Stock to James Seward, a Director of the Company, and Mr.
Seward purchased such shares for their purchase price of approximately $50,000.
The New Debentures have non-detachable warrants ("Warrants") for approximately
2,573,529 shares of Common Stock, exercisable beginning August 25, 1998, at an
exercise price of $1.36 per share of Common Stock. No warrants were exercised
as of December 31, 1999. Approximately $4.4 million of the Cahill-Warnock
transaction funds were used to satisfy Cencor obligations and all obligations
due Cencor were paid, redeemed, or otherwise satisfied on that date, except for
a continuing obligation to convey written-off receivables which was fulfilled in
January 1998.
The Voting Preferred Stock has the right to vote, as a class with the
Common Stock (with each share of Voting Preferred Stock having the equivalent
voting power of 20 shares of Common Stock), on all matters presented to holders
of Common Stock. Each share of Voting Preferred Stock is convertible into 20
shares of Common Stock at the election of the holder for no additional
consideration. The Voting Preferred Stock is entitled to a 12% annual dividend
beginning February 25, 2001, and a 15% annual dividend beginning February 25,
2003. The Voting Preferred Stock is mandatorily convertible into Common Stock
upon the successful completion by the Company of a common equity offering
greater than $20 million at a price greater than $4 per share of Common Stock.
Cahill-Warnock also has certain preemptive rights in future issuance's of stock
by the Company. The Voting Preferred Stock has an increasing dividend rate;
therefore the Voting Preferred Stock's carrying value has been discounted. This
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discount is being amortized over the period from issuance until the perpetual
dividends are payable in 2003 to yield a constant dividend rate of 15%. The
amortization is recorded as a charge against retained earnings and as a credit
to the carrying amount of the Voting Preferred Stock. The amortization for the
year ended December 31, 1999, was $165,000.
Pursuant to a Stockholders' Agreement among Cahill-Warnock, Messrs.
Brozman and Seward, the Robert F. Brozman Trust (who at the time of this
agreement, together, held an aggregate of 52.8% of the outstanding Voting
Securities and options to purchase 1,000,000 shares of Common Stock) and the
Company, such holders have agreed to certain restrictions on the transfer of
Voting Securities held by them. Such holders also agreed to allow the Voting
Preferred Stockholders the right to nominate two directors. In addition, such
holders agreed at each annual meeting of stockholders to vote all of their
respective shares in favor of the election of all of the persons nominated in
accordance with the Stockholder's Agreement, which includes the two directors
nominated by the Voting Preferred Stockholders.
RELATIONSHIP WITH CENCOR
Cencor was dissolved in December 1999. Prior to the dissolution the
Company and Cencor shared certain personnel, namely Jack L. Brozman (in the
positions described above), and Lisa M. Henak who was Secretary and Assistant
Treasurer of both companies. While there had been no assurance that potential
conflicts could not have risen as a result of sharing the named personnel, the
resolution of any such conflicts were negotiated between 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. No
material conflicts existed as a result of the relationship.
Proxy Statement - 14
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COMPANY PERFORMANCE
The following graph shows a comparison of cumulative total returns for
the Company, the Nasdaq market index and the Company's Peer Group (defined
below) since the close of business on December 31, 1994.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG CONCORDE CAREER COLLEGES, INC.,
NASDAQ INDEX AND PEER GROUP
[GRAPH APPEARS HERE]
The total cumulative return on investment (change in the year end
stock price plus reinvested dividends) for each of the periods for the Company,
Nasdaq market index and the Company's peer group is based on the stock prices at
the close of business on December 31, 1994, assuming a $100 investment. The
return for the Company is based on a December 31, 1994 per share price of $0.13
and a December 31, 1999 per share price of $.82. The above performance graph,
prepared by Media General Financial Services, Inc., compares the annual
performance of the Company with that of the Nasdaq market index and the Peer
Group with investment weighted on market capitalization. The Company changed its
Peer Group during 1999 to more appropriately reflect comparisons to other
similarly capitalized colleges & universities. This "Peer Group" includes the
following companies: Apollo Group, Inc., Argosy Education Group, Caliber
Learning Network, Career Education Corp., Corinthian Colleges, Inc., Edutrek
International, Inc., Quest Educational Corp., Scientific Learning Corp., Strayer
Education, Inc., Student Advantage, Inc., and Whitman Education Group. Argosy,
Corinthian, Scientific Learning and Student Advantage were added to the Peer
Group in 1999.
Proxy Statement - 15
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PROPOSAL TWO - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
For 1999, PricewaterhouseCoopers LLP examined the financial statements
of the Company and its subsidiaries, including reports to Stockholders, the
Securities and Exchange Commission and other.
The Board of Directors has selected and appointed
PricewaterhouseCoopers LLP as the independent public accountants for the
Company for the year ending December 31, 2000.
The following resolution will be offered at the Annual Meeting:
"RESOLVED, the action of the Board of Directors in appointing
PricewaterhouseCoopers LLP as the independent public accountants of the
Company for the year ending December 31, 2000 is hereby ratified."
It is not anticipated that representatives of PricewaterhouseCoopers
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.
"THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S PUBLIC ACCOUNTANTS
FOR THE YEAR ENDING DECEMBER 31, 2000."
PROPOSAL THREE - APPROVAL OF CONCORDE CAREER COLLEGES, INC.
2000 LONG-TERM EXECUTIVE COMPENSATION PLAN
Introduction
On March 21, 2000 the Board of Directors unanimously adopted, subject
to stockholder approval, the Concorde Career Colleges, Inc. 2000 Long-Term
Executive Compensation Plan (the "Plan"). The Board of Directors believes that
the Plan will be effective in attracting executives and key employees to
Concorde Career Colleges, Inc. and its subsidiary corporations (collectively,
the "Company") and in providing long-term incentives and rewards to those
executives and key employees responsible for the continued growth of the
Company. Approximately 100 persons would be considered "key employees",
including all of the Company's executive officers, and would be eligible to
participate in the Plan. The Board also believes that stock options, incentive
stock options and other awards granted under the Plan will provide a form of
incentive that aligns the economic interests of management and other key
employees with those of the Company's stockholders.
The substantial majority of the awards to be granted under the plan
will be incentive stock options meeting the requirements of Section 422 of the
Code. Section 422 of the Code specifically requires, that in order for an
option to qualify as an ISO, such option must be granted
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within ten years from the date the applicable stock option plan is adopted, or
the date such plan is approved by the stockholders, whichever is earlier. No
ISOs may be granted under the Plan after March 21, 2010.
The following discussion summarizes the material features of the Plan.
Such discussion is, however, qualified in its entirety by reference to the full
text of the Plan, which is attached to this proxy statement as Exhibit A.
The Plan provides that awards may be granted thereunder at any time
prior to March 21, 2010, on which date such Plan will terminate except as to
awards than outstanding.
MATERIAL FEATURES OF THE PLAN
ADMINISTRATION. The Plan will be administrated by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). Members
of the Committee who are also employees of the Company are eligible to
participate in the Plan. The Committee will have authority to determine, within
the limits of the express provisions of the Plan, the individuals to whom awards
will be granted, the nature, amount and terms of such awards and the objectives
and conditions for earning such awards.
TYPES OF AWARDS. Awards under the Plan may include shares of Common
Stock of the Company ("Common Stock"), restricted shares of Common Stock
("Restricted Shares"), nonqualified stock options, ISOs, stock appreciation
rights ("SARs"), performance shares, performance units, as well as other types
of awards that the Committee in its discretion may determine are consistent with
the objectives and limitations of the Plan. Restricted Shares are shares of
Common Stock issued to a recipient subject to such terms and conditions,
including, without limitation, forfeiture or resale to the Company, and to such
restrictions against sale, transfer or other disposition, as the Committee may
determine at the time of issuance. A SAR is the right to receive cash, Common
Stock, or both based on the increase of the market value of the shares of Common
Stock covered by such SAR from the initial date of the performance period for
such SAR to the date of exercise. A "performance share" is the right to
receive, upon satisfying designated performance goals within a performance
period, cash, Common Stock or both, based on the market value of shares of
Common Stock covered by such performance shares at the close of the performance
period. A "performance unit" is the right to receive cash, Common Stock or both
upon satisfying designated performance goals within a performance period.
The Committee may determine that all or a portion of an award may be
deferred, that it may be vested at such times and upon such terms as the
Committee may select, or that a recipient must be an employee at the time the
award is paid or exercised. An employee may be granted multiple awards covering
any number of shares of Common Stock under the Plan. The Plan provides that
ISOs may be granted to a recipient during a calendar year only if the aggregate
fair market value (determined as of the time an ISO is granted) of Common stock
with respect to which ISOs are exercisable for the first time by such recipient
during any calendar year under the Plan and any other "incentive stock option
plans" maintained by the Company does not exceed the sum of $100,000. No ISO
will be exercisable later than ten years after the date it is granted.
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Neither the Company nor any subsidiary corporation shall receive any
consideration from the recipient of an award at the time that the award is
granted.
ELIGIBLE EMPLOYEES. The Committee may grant awards to any officer or
key employee of the Company or any of its direct or indirect subsidiary
corporations. The employees who will be participants in the Plan have not yet
been determined by the Committee. It is estimated that, as of the date of the
Company's annual meeting, approximately 100 employees will be eligible to
participate in the Plan if such Plan were currently in effect. No ISO may be
granted to an employee who owns stock possessing more than 10% of the combined
voting power of all classes of stock of the Company.
AWARDS TO BE GRANTED UNDER THE PLAN. The exact types and amounts of
any awards to be made by the Committee to any eligible employees pursuant to the
Plan are not presently determinable. As a result of the discretionary nature of
the Plan, it is not possible to state who the participants in such Plan will be
in the future, the numbers of the options or other awards to be received by any
person or group, or the benefits or amounts to be received by certain persons or
groups under the Plan. The Compensation Committee presently expects that awards
of ISOs will be made if the Plan is approved by the stockholders, but the
eligible employees to whom such ISOs will be granted, other material conditions
upon their exercise, and the number of shares to be subject to such ISOs are not
yet determinable. In the exercise of its discretion under the Plan, the
Committee may choose to grant other types of awards under such Plan or may
choose to grant no awards under such Plan.
ASSIGNABILITY. No award granted pursuant to the plan shall be
transferable or assignable by its recipient other than by will or the laws of
descent and distribution.
SHARES SUBJECT TO THE PLAN. An aggregate of 250,000 shares of Common
Stock is reserved for issuance under the Plan. All of such shares may be issued
in connection with the exercise of ISOs. Shares of Common Stock not actually
issued (as a result, for example, of the lapse of an option, the failure of a
recipient to earn an award or the payment of an award in cash or a combination
of cash and Common Stock) are available for additional grants. Shares of Common
Stock to be delivered or purchased under the Plan may be either authorized but
unissued Common Stock or treasury shares.
ANTI-DILUTION PROTECTION. In the event of any changes in the capital
structure of the Company, including a change resulting from a stock dividend or
stock split, or combination or reclassification of shares, the Board of
Directors shall make such equitable adjustments with respect to awards or any
provisions of the Plan as it deems necessary and appropriate, including, if
necessary, any adjustment in the maximum number of shares of Common Stock
subject to the Plan or the number of shares of Common Stock subject to an
outstanding award.
MARKET VALUE RESTRICTIONS. The amounts of certain awards are based on
the market value of a share of Common Stock at a specified point in time. The
exercise price per share of Common Stock under each nonqualified stock option or
ISO granted under the Plan, which is paid to the Company at the time of
exercise, shall be determined by the Committee, but shall not be less than the
market value of such Common Stock on the day of grant of such option. The
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exercise price for each option will remain constant during the life of the
option, subject to adjustment pursuant to the anti-dilution provisions of the
Plan described above. The market value of a share of Common Stock on the date
an SAR is granted shall be the base value of such SAR. On April 6, 2000, the
last reported sale price of the Company's Common Stock on the OTC Bulletin Board
was $.50 per share.
AMENDMENTS AND TERMINATION. The Board of Directors may at any time
terminate or amend the Plan, provided that no such action may be taken that
affects any rights or obligations with respect to any awards theretofore made
under the Plan without the consent of the recipient. No amendment may be made
that would increase the maximum number of shares of Common Stock that may be
issued under the Plan (unless such increase is a result of a change in the
capital structure of the Company), change the termination date of the Plan, or
delete or amend the market value restrictions contained in the Plan on the stock
option exercise price or the base value of a SAR without the prior approval of
the holders of a majority of the outstanding shares of Common Stock represented
in person or by proxy at a duly constituted meeting of stockholders. No awards
may be made under the Plan after March 21, 2008, on which date such plan shall
terminate, except as to awards then outstanding thereunder. All outstanding
awards under the Plan will expire no later than March 21, 2018.
FEDERAL INCOME TAX CONSEQUENCES.
The Company has been advised by its counsel that the federal income
tax consequences of the issuance and/or exercise of awards under the Plan are as
described below. The following information is not a definitive explanation of
the tax consequences of the awards. Recipients should consult with their own
tax advisors with respect to the tax consequences inherent in the ownership
and/or exercise of the awards, and the ownership and disposition of any
underlying securities.
COMMON STOCK AWARDS. The recipient of a Common Stock award will
recognize ordinary income for federal income tax purposes at the time of receipt
of Common Stock in an amount equal to the fair market value of the Common Stock
received. The Company will be entitled to a deduction for such amount as and
when the ordinary income is recognized by the recipient. Upon disposition of
any Common Stock received, the recipient will recognize long-term or short-term
capital gain or loss, depending upon the period during which such recipient has
held the shares, in an amount equal to the difference between the selling price
and the fair market value of such shares on the date of receipt.
RESTRICTED SHARES. A recipient will not be taxed at the date of an
award of Restricted Shares, but will be taxed at ordinary income rates on the
fair market value of any Restricted Shares as of the date that the restrictions
lapse (less the amount, if any, the recipient paid for the Restricted Shares),
unless the recipient, within 30 days after transfer of such Shares to the
recipient, elects under Section 83(b) of the Code to include in income the fair
market value of the Restricted Shares as of the date of such transfer (less the
amount, if any, the recipient paid for the Restricted Shares). The Company will
be entitled to a corresponding deduction. Any disposition of shares after
restrictions lapse will be subject to the regular rules governing long-term and
short-term capital gains and losses, with the tax basis for this purpose equal
to the fair market value of
Proxy Statement - 19
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the shares at the end of the restricted period (or the date of the transfer of
the restricted shares, if the employee elects to be taxed on the fair market
value upon such transfer). Dividends received by a recipient during the
restricted period will be taxable to the recipient at ordinary income tax rates
and will be deductible by the Company as compensation expense unless the
recipient has elected to be taxed on the fair market value of the restricted
shares upon transfer, in which case they will thereafter be taxable to the
employee as dividends and will not be deductible by the Company.
INCENTIVE STOCK OPTIONS. A recipient who is granted an ISO will not
recognize any taxable income for federal income tax purposes, either on the
grant or exercise of the ISO. However, the excess of the fair market value of
the Common Stock received upon the exercise of the ISO over the exercise price
will be an adjustment to the recipient's alternative minimum taxable income and
may be subject to alternative minimum tax ("AMT"). For AMT purposes only, the
basis of the Common Stock acquired upon the exercise of the ISO is increased by
the amount of such excess ("AMT Basis").
If the recipient disposes of the shares purchased pursuant to the ISO
more than two years after the date of grant and more than one year after the
transfer of the shares to him (the required statutory "holding period"), (a) the
recipient will recognize long-term capital gain or loss, as the case may be,
equal to the difference between the selling price and the exercise price; and
(b) the Company will not be entitled to a deduction with respect to the shares
of stock so issued. For AMT purposes, the gain will be the difference between
the sales price and the AMT Basis.
If the holding period requirements are not met, any gain realized upon
disposition will be taxed to the recipient as ordinary income to the extent of
the excess of the lesser of (i) the fair market value of the shares at the time
of exercise, or (ii) the amount, if any, realized on the disposition over the
exercise price. The Company will be entitled to a deduction in the year of
disposition in an amount equal to the ordinary income recognized by the
recipient. Any additional gain will be taxed as short-term or long-term capital
gain, depending upon the holding period for the stock.
NONQUALIFIED STOCK OPTIONS. The recipient of a nonqualified stock
option under the Plan will not recognize any income for federal income tax
purposes on the grant of the option. Generally, on the exercise of the option,
the recipient will recognize taxable ordinary income equal to the difference
between the fair market value of the shares on the exercise date and the
exercise price for the shares. The Company generally will be entitled to a
deduction on the date of exercise in an amount equal to the ordinary income
recognized by the recipient. Upon disposition of the shares purchased pursuant
to the stock option, the recipient will recognize long-term or short-term
capital gain or loss, as the case may be, equal to the difference between the
amount previously recognized by the recipient as ordinary income.
STOCK APPRECIATION RIGHTS. A recipient who is granted SARs will not
recognize any taxable income on the receipt of the SARs. Upon the exercise of a
SAR, (a) the recipient will recognize ordinary income equal to the amount
received (the increase in the fair market value of one share of the Company's
Common Stock from the date of grant of the SAR to the date of
Proxy Statement - 20
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exercise), and (b) the Company will be entitled to a deduction on the date of
exercise in an amount equal to the ordinary income recognized by the recipient.
PERFORMANCE SHARES AND PERFORMANCE UNITS. A recipient of performance
shares or performance units will not recognize any income or federal income tax
purposes on the date of the grant of the right to receive performance shares or
units. The recipient will recognize ordinary income for federal tax purposes at
the time of receipt of cash and/or Common Stock with respect to the performance
shares or units in an amount equal to the excess, if any, of the fair market
value of the performance shares or units on the date received over the price of
the performance shares or units on the date of grant. The Company will be
entitled to a deduction on the date of receipt of the performance shares by the
recipient in an amount equal to the ordinary income recognized by the recipient.
Upon disposition of any stock received, the recipient will recognize long-term
or short-term gain or loss depending upon the period for which he or she has
held the stock in an amount equal to the difference between the selling price
and the fair market value of the stock on the date of receipt.
TAX WITHHOLDING BY THE COMPANY. The Plan authorizes the Company to
deduct from any awards under the Plan paid in cash any required withholding of
federal, state, local or foreign taxes with respect to such awards (the
"Taxes"). The Plan further provides that awards made under the Plan payable in
shares of Common Stock may provide the recipient with an election to have the
Company withhold shares of Common Stock to satisfy all or part of any
obligations to withhold Taxes, with the value of such withheld shares based upon
their fair market value on the date the tax withholding is required to be made.
ALTERNATIVE MINIMUM TAX. In addition to the federal income tax
consequences described above, a recipient may be subject to the AMT, which is
payable only to the extent that it exceeds the recipient's regular tax
liability. The AMT is assessed on the recipient's alternative minimum taxable
income in excess of an exemption amount that varies by filing status. For
purposes of computing the AMT, the alternative minimum taxable income is equal
to taxable income (a) increased by tax preference items, and (b) increased or
reduced by certain AMT "adjustments" (for an example, see the above discussion
under "Federal Income Tax Consequences - Incentive Stock Options). The
exemption amount must be reduced by 25% of the amount by which the alternative
minimum taxable income exceeds certain specified dollar amounts. In no event
shall the exemption amount be reduced below zero. Federal law currently
provides for a minimum tax credit that may be applied against the recipient's
regular tax liability in years following a year in which the recipient is
subject to AMT. The minimum tax credit is limited to the excess, if any, of the
regular tax over the tentative AMT for the year. Any credit not used because of
the limitation may be carried forward indefinitely.
EFFECTIVE DATE. The Plan shall be effective immediately on the date of
its approval by the stockholders of the Company.
VOTE REQUIRED. The affirmative vote of the holders of a majority of
the shares of the Common Stock and Voting Preferred Stock represented and
entitled to vote on this proposal at the annual meeting of stockholders will
constitute their approval of the Plan.
Proxy Statement - 21
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The Board of Directors believes that the adoption of the Plan will
promote the interests of the Company and its stockholders and enable the Company
to continue to attract, retain and reward persons important to the Company's
success. The Plan is designed to enhance the identity of the interests of the
recipients of awards with the interests of the Company's stockholders. As such,
the Board of Directors believes that the approval of the Plan is in the best
interests of the Company and its stockholders.
"THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
APPROVAL OF THE 2000 LONG-TERM EXECUTIVE COMPENSATION PLAN."
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and holders of more than 10% of the
Company's common stock to file with the Securities and Exchange Commission
reports of their respective beneficial ownership, and changes in such beneficial
ownership, in the Company's voting securities, and the Company is required to
identify any of those persons who fail to file such reports on a timely basis.
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished
to the Company with respect to the Company's last fiscal year, all required
filings were filed on a timely basis.
STOCKHOLDER PROPOSALS
In the event any Stockholder intends to present a proposal at the
annual meeting of Stockholders to be held in 2001, such proposal must be
received by the Company, in writing, on or before December 19, 2000, 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
proxy card. If no choice is specified, shares will be voted: (i) "FOR" the
nominees for director listed on the proxy and in this Proxy Statement; (ii)
"FOR" ratification of the appointment of PricewaterhouseCoopers LLP as the
independent public accountants for the Company for the year ending December 31,
2000; (iii) "FOR" approval of the 2000 Long-Term Executive Compensation Plan.
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 proxy card will
vote the proxy in accordance with their judgment of the best interests of the
Company on such matters.
Proxy Statement - 22
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WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND RETURN TO THE COMPANY THE ACCOMPANYING PROXY CARD. IF
YOU ARE PRESENT AT THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
BY THE BOARD OF DIRECTORS
Lisa M. Henak, Secretary
April 13, 2000
Proxy Statement - 23
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EXHIBIT A
CONCORDE CAREER COLLEGES, INC.
2000 LONG-TERM EXECUTIVE COMPENSATION PLAN
1. PURPOSES. The purposes of this 2000 Long-Term Executive Compensation
Plan are to provide incentives and rewards to those employees largely
responsible for the success and growth of Concorde Career Colleges, Inc., and
its subsidiary corporations and to assist all such corporations in attracting
and retaining executives and other key employees with experience and ability.
2. DEFINITIONS.
(a) AWARD means one or more of the following: shares of Common Stock,
Restricted Shares, Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Performance Shares, Performance Units and any other rights which may be
granted to a Recipient under the Plan.
(b) COMMON STOCK means the Common Stock, $0.10 par value, of the Company.
(c) COMPANY means Concorde Career Colleges, Inc., a Delaware corporation,
and, unless the context otherwise requires, includes its subsidiary corporations
and their respective divisions, departments and subsidiaries and the respective
divisions, departments and subsidiaries of such subsidiaries.
(d) INCENTIVE STOCK OPTION means a Stock Option which meets all of the
requirements of an "incentive stock option" as defined in Section 422(b) of the
Internal Revenue Code of 1986, as now in effect or hereafter amended (the
"Internal Revenue Code").
(e) PERFORMANCE PERIOD means that period of time specified by the Committee
during which a Recipient must satisfy any designated performance goals in order
to receive an Award.
(f) PERFORMANCE SHARE means the right to receive, upon satisfying
designated performance goals within a Performance Period, shares of Common
Stock, cash, or a combination of cash and shares of Common Stock, based on the
market value of shares of Common Stock covered by such Performance Shares at the
close of the Performance Period.
(g) PERFORMANCE UNIT means the right to receive, upon satisfying designated
performance goals within a Performance Period, shares of Common Stock, cash, or
a combination of cash and shares of Common Stock.
(h) PLAN means this 2000 Long-Term Executive Compensation Plan, as the same
may be amended from time to time.
<PAGE>
(i) RECIPIENT means an employee of the Company who has been granted an
Award under the Plan.
(j) RESTRICTED SHARE means a share of Common Stock issued to a Recipient
hereunder subject to such terms and conditions, including, without limitation,
forfeiture or resale to the Company, and to such restrictions against sale,
transfer or other disposition, as the Committee may determine at the time of
issuance.
(k) STOCK APPRECIATION RIGHT means the right to receive, upon exercise of a
Stock Appreciation Right granted under this Plan, shares of Common Stock, cash,
or a combination of cash and shares of Common Stock, based on the increase in
the market value of the shares of Common Stock covered by such Stock
Appreciation Right from the initial day of the Performance Period for such Stock
Appreciation Right to the date of exercise.
(1) STOCK OPTION means the right to purchase, upon exercise of a Stock
Option granted under this Plan, shares of the Company's Common Stock.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
Compensation Committee (the "Committee") consisting of directors of the Company,
to be appointed by and to serve at the pleasure of the Board of Directors of the
Company. A majority of the Committee members shall constitute a quorum and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
valid acts of the Committee, however designated, or the Board of Directors of
the Company if the Board has not appointed a Committee.
The Committee shall have full power and authority to construe, interpret
and administer the Plan and, subject to the powers herein specifically reserved
to the Board of Directors and subject to the other provisions of this Plan, to
make determinations which shall be final, conclusive and binding upon all
persons including, without limitation, the Company, the shareholders of the
Company, the Board of Directors, the Recipients and any persons having any
interest in any Awards which may be granted under the Plan. The Committee shall
impose such additional conditions upon the grant and exercise of Awards under
this Plan as may from time to time be deemed necessary or advisable, in the
opinion of counsel to the Company, to comply with applicable laws and
regulations. The Committee from time to time may adopt rules and regulations
for carrying out the Plan and written policies for implementation of the Plan.
Such policies may include, but need not be limited to, the type, size and terms
of Awards to be made to Recipients and the conditions for payment of such
Awards.
4. ABSOLUTE DISCRETION. The Committee may, in its sole and absolute
discretion (subject to the Committee's power to delegate certain authority in
accordance with the second paragraph of this Section 4), at any time and from
time to time during the continuance of the Plan, (i) determine which employees
of the Company shall be granted Awards under the Plan, (ii) grant to any
employee so selected such an Award, (iii) determine the type, size and terms of
Awards to be granted (subject to Sections 6, 10 and 11 hereof, as hereafter
amended), (iv) establish objectives and conditions for receipt of Awards, (v)
place conditions or restrictions on the payment or exercise of Awards, and (vi)
do all other things necessary and proper to carry out
<PAGE>
the intentions of this Plan; provided, however, that, in each and every case,
those Awards which are Incentive Stock Options shall contain and be subject to
those requirements specified in Section 422 of the Internal Revenue Code and
shall be granted only to those employees eligible thereunder to receive the
same.
The Committee may at any time and from time to time delegate to the Chief
Executive Officer of the Company authority to take any or all of the actions
that may be taken by the Committee as specified in this Section 4 or in other
sections of the Plan in connection with the determination of Recipients, types,
sizes, terms and conditions of Awards under the Plan and the grant of any such
Awards, provided that any authority so delegated (a) shall apply only to Awards
to employees of the Company that are not officers of Company under Regulation
Section 240.16a-l(f) promulgated pursuant to Section 16 of the Securities
Exchange Act of 1934, and (b) shall be exercised only in accordance with the
Plan and such rules, regulations, guidelines, and limitations as the Committee
shall prescribe.
5. ELIGIBILITY. Awards may be granted to any employee of the Company. No
member of the Committee (other than any ex officio member) shall be eligible for
grants of Awards under the Plan. An employee may be granted multiple forms of
Awards under the Plan. Incentive Stock Options may be granted under the Plan to
a Recipient during any calendar year only if the aggregate fair market value
(determined as of the date the Incentive Stock Option is granted) of Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by such Recipient during any calendar year under the Plan and any
other "incentive stock option plans" (as defined in the Internal Revenue Code)
maintained by the Company does not exceed the sum of $100,000.
6. STOCK SUBJECT TO THE PLAN. The total number of shares of Common Stock
issuable under this Plan may not at any time exceed 250,000 shares, subject to
adjustment as provided herein. All of such shares may be issued or issuable in
connection with the exercise of Incentive Stock Options. Shares of Common Stock
not actually issued pursuant to an Award shall be available for future Awards.
Shares of Common Stock to be delivered or purchased under the Plan may be either
authorized but unissued Common Stock or treasury shares.
7. AWARDS.
(a) Awards under the Plan may include, but need not be limited to, shares
of Common Stock, Restricted Shares, Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Performance Shares and Performance Units. The amount
of each Award may be based upon the market value of a share of Common Stock. The
Committee may make any other type of Award which it shall determine is
consistent with the objectives and limitations of the Plan.
(b) The Committee may establish performance goals to be achieved within
such Performance Periods as may be selected by it using such measures of the
performance of the Company as it may select as a condition to the receipt of any
Award.
<PAGE>
8. VESTING REQUIREMENTS. The Committee may determine that all or a
portion of an Award or a payment to a Recipient pursuant to an Award, in any
form whatsoever, shall be vested at such times and upon such terms as may be
selected by it.
9. DEFERRED PAYMENTS AND DIVIDEND AND INTEREST EQUIVALENTS.
(a) The Committee may determine that the receipt of all, or a portion, of
an Award or a payment to a Recipient pursuant to an Award, in any form
whatsoever, shall be deferred. Deferrals shall be for such periods and upon such
terms as the Committee may determine.
(b) The Committee may provide, in its sole and absolute discretion, that a
Recipient to whom an Award is payable in whole or in part at a future time in
shares of Common Stock shall be entitled to receive an amount per share equal in
value to the cash dividends paid per share on issued and outstanding shares as
of the dividend record dates occurring during the period from the date of the
Award to the date of delivery of such share to the Recipient. The Committee may
also authorize, in its sole and absolute discretion, payment of an amount which
a Recipient would have received in interest on (i) any Award payable at a future
time in cash during the period from the date of the Award to the date of
payment, and (ii) any cash dividends paid on issued and outstanding shares as of
the dividend record dates occurring during the period from the date of an Award
to the date of delivery of shares pursuant to the Award. Any amounts provided
under this subsection shall be payable in such manner at such time or times, and
subject to such terms and conditions as the Committee may determine in its sole
and absolute discretion.
10. STOCK OPTION PRICE. The purchase price per share of Common Stock
under each Stock Option shall be determined by the Committee, but shall not be
less than, market value (as determined by the Committee) of one share of Common
Stock on the date the Stock Option or Incentive Stock Option is granted. Payment
for exercise of any Stock Option granted hereunder shall be made (a) in cash, or
(b) by delivery of Common Stock having a market value equal to the aggregate
option price, or (c) by a combination of payment of cash and delivery of Common
Stock in amounts such that the amount of cash plus the market value of the
Common Stock equals the aggregate option price.
11. STOCK APPRECIATION RIGHT VALUE. The base value per share of Common
Stock covered by an Award in the form of a Stock Appreciation Right shall be the
market value of one share of Common Stock on the date the Award is granted.
12. CONTINUATION OF EMPLOYMENT. The Committee shall require that a
Recipient be an employee of the Company at the time an Award is paid or
exercised. The Committee may provide for the termination of an outstanding
Award if a Recipient ceases to be an employee of the Company and may establish
such other provisions with respect to the termination or disposition of an Award
on the death or retirement of a Recipient as it, in its sole discretion, deems
advisable. The Committee shall have the sole power to determine the date of any
circumstances which shall constitute a cessation of employment and to determine
whether such cessation is the result of retirement, death or any other reason.
<PAGE>
13. REGISTRATION OF STOCK. Each Award shall be subject to the requirement
that, if at any time the Committee shall determine that qualification or
registration under any state or federal law of the shares of Common Stock,
Restricted Shares, Stock Options, Incentive Stock Options, or other securities
thereby covered or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of or in connection with the granting
of such Award or the purchase of shares thereunder, the Award may not be paid or
exercised in whole or in part unless and until such qualification, registration,
consent or approval shall have been effected or obtained free of any conditions
the Committee, in its discretion, deems unacceptable.
14. EMPLOYMENT STATUS. No Award shall be construed as imposing upon the
Company the obligation to continue the employment of a Recipient. No employee
or other person shall have any claim or right to be granted an Award under the
Plan.
15. ASSIGNABILITY. No Award granted pursuant to the Plan shall be
transferable or assignable by the Recipient other than by will or the laws of
descent and distribution and during the lifetime of the Recipient shall be
exercisable or payable only by or to him or her.
16. DILUTION OR OTHER ADJUSTMENTS. In the event of any changes in the
capital structure of the Company, including but not limited to a change
resulting from a stock dividend or split-up, or combination or reclassification
of shares, the Board of Directors shall make such equitable adjustments with
respect to Awards or any provisions of this Plan as it deems necessary and
appropriate, including if necessary, any adjustment in the maximum number of
shares of Common Stock subject to the Plan the maximum number of shares that may
be subject to one or more Awards granted to any one Recipient during a calendar
year, or the number of shares of Common Stock subject to an outstanding Award.
17. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. If the
Company shall become a party to any corporate merger, consolidation, major
acquisition of property for stock, reorganization, or liquidation, the Board of
Directors shall make such arrangements it deems advisable with respect to
outstanding Awards, which shall be binding upon the Recipients of outstanding
Awards, including, but not limited to, the substitution of new Awards for any
Awards then outstanding, the assumption of any such Awards and the termination
of or payment for such Awards.
18. WITHHOLDING TAXES. The Company shall have the right to deduct from
all Awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such Awards and, with respect to
Awards paid in other than cash, to require the payment (through withholding from
the Recipient's salary or otherwise) of any such taxes. Subject to such
conditions as the Committee may establish, Awards under the Plan payable in
shares of Common Stock may provide that the Recipients thereof may elect, in
accordance with any applicable regulations, to have the Company withhold shares,
of Common Stock to satisfy all or part of any such tax withholding obligations,
with the value of such withheld shares of Common Stock based upon their fair
market value on the date the tax withholding is required to be made.
<PAGE>
19. COSTS AND EXPENSES. The cost and expenses of administering the Plan
shall be borne by the Company and not charged to any Award nor to any Recipient.
20. FUNDING OF PLAN. The Plan shall be unfunded. The Company shall not
be required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan.
21. AWARD CONTRACTS. The Committee shall have the power to specify the
form of Award contracts to be granted from time to time pursuant to and in
accordance with the provisions of the Plan and such contracts shall be final,
conclusive and binding upon the Company, the shareholders of the Company and the
Recipients. No Recipient shall have or acquire any rights under the Plan except
such as are evidenced by a duly executed contract in the form thus specified. No
Recipient shall have any rights as a holder of Common Stock with respect to
Awards hereunder unless and until certificates for shares of Common Stock car
Restricted Shares are issued to the Recipient.
22. GUIDELINES. The Board of Directors of the Company shall have the
power to provide guidelines for administration of the Plan by the Committee and
to make any changes in such guidelines as from time to time the Board deems
necessary.
23. AMENDMENT AND DISCONTINUANCE. The Board of Directors of the Company
shall have the right at any time during the continuance of the Plan to amend,
modify, supplement, suspend or terminate the Plan, provided that in the absence
of the approval of the holders of a majority of the shares of Common Stock of
the Company present in person or by proxy at a duly constituted meeting of
shareholders of the Company, no such amendment, modification or supplement shall
(i) increase the aggregate number of shares which may be issued under the Plan,
unless such increase is by reason of any change in capital structure referred to
in Section 16 hereof, (ii) change the termination date of the Plan provided in
Section 24, or (iii) delete or amend the market value restrictions contained in
Sections 10 and 11 hereof, and provided further, that no amendment, modification
or termination of the Plan shall in any manner affect any Award of any kind
theretofore granted under the Plan without the consent of the Recipient of the
Award, unless such amendment, modification or termination is by reason of any
change in capital structure referred to in Section 16 hereof or unless the same
is by reason of the matters referred to in Section 17 hereof.
24. TERMINATION. The Committee may grant Awards at any time prior to
March 21, 2010, on which date this Plan will terminate except as to Awards then
outstanding hereunder, which Awards shall remain in effect until they have
expired according to their terms or until March 21, 2020, whichever first
occurs. No Incentive Stock Option shall be exercisable later than 10 years
following the date it is granted.
25. APPROVAL. This Plan shall take effect upon due approval by the
shareholders of the Company.
<PAGE>
CONCORDE CAREER COLLEGES, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
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 25, 2000 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, JAMES R. SEWARD, THOMAS K. SIGHT, and DAVID L. WARNOCK
2. Ratification and approval of the appointment of PricewaterhouseCoopers LLP as
the independent public accountants for 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Approval of the 2000 Long-term Executive Compensation Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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" THE NOMINEES SET FORTH IN PROPOSAL 1, "FOR"
PROPOSAL 2, AND "FOR" PROPOSAL 3.
Please date, sign and return this Proxy card by mail, postage prepaid.
DATED: _____________________________________, 2000
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.)
