UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

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Career Education Corporation

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[The following presentation materials were posted to Career Education Corporation’s (“CEC”) website and used by John M. Larson, Chairman, President and Chief Executive Officer of CEC and certain executive officers of CEC during a meeting with investors on April 18, 2006.]

 

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[GRAPHIC]

 

CAREER EDUCATION CORPORATION

 

the year of the graduate

 

Investor Presentation

April 2006

 



 

Safe Harbor Statement

 

This presentation contains certain “forward-looking statements,” as defined in Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on information currently available to us and are subject to risks and uncertainties that could cause our actual growth, results of operations, performance, and business prospects and opportunities to differ materially from those expressed in, or implied by, these statements. These risks and uncertainties, the outcomes of which could materially and adversely affect our financial condition and operations, include, but are not limited to:  risks related to our ability to comply with, and the impact of changes in, legislation and regulations that affect our ability to participate in student financial aid programs; costs, risks and effects of legal and administrative proceedings and investigations and governmental regulations, including the pending Securities and Exchange Commission and Justice Department investigations, and class action, derivative, Qui Tam, and other lawsuits; costs and potential impact of the investigation conducted by the special committee of our Board of Directors into allegations of securities laws violations against CEC; risks related to our ability to comply with accrediting agency requirements or obtain accrediting agency approvals; costs and difficulties relating to the integration of acquired businesses; competition, general economic conditions, and other risk factors relating to our industry and business, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2005, and from time to time in our other reports filed with the Securities and Exchange Commission. Career Education assumes no obligation to update these forward-looking statements.

 

[LOGO]

 

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CEC: Well Positioned for Solid Growth

 

                  Proven record of industry-leading growth and consistent financial performance

 

                  Flexible course offerings including campus-based, online and hybrid

 

                  Strong, well-qualified management and Board

 

                  Commitment to compliance

 

                  Scale and scope

 

                  Over 17,000 employees

 

                  More than 104,000 students in 60 countries

 

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CEC: Distinct Competitive Advantages

 

                  Gold-standard brands

 

                  Student-centric support services

 

                  Focus on student lifecycle

 

                  Flexible offerings

 

                  Market adaptability

 

                  Unsurpassed technology platforms

 

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CEC Is Evolving

 

 

 

 

High-growth,
early stage
public company

===>

High-quality,
sustainable
growth company

 

 

 

 

 

 

1988-2005

 

The Future

 

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2005 Company Highlights

 

                  18% increase in revenue to $2.0 billion

 

                  32% increase in EPS

 

                  Substantial cash flow generation

 

                  Enhanced corporate governance

 

                  Stronger regulatory/compliance oversight

 

                  Repurchase of 5.3 million shares

 

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Corporate Governance Leadership

 

Ten new corporate governance initiatives

 

1.               Increased Board size from seven to nine members, including seven independent directors

 

2.               Appointed three new independent directors since the 2005 annual meeting

 

3.               Terminated shareholder rights plan

 

4.               Proposed declassification of Board, including accelerated phase-in so that a majority of the Board will face election in 2007 (effective upon shareholder approval at 2006 annual meeting)

 

5.               Adopted majority voting bylaw governing election of directors—effective immediately

 

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6.               Implemented minimum stock ownership guidelines for senior management

 

7.               Implemented minimum stock ownership guidelines for Board members

 

8.               Required approval for Board members to serve on other corporate boards

 

9.               Implemented mandatory continuing education for directors

 

10.         Proposed right of shareholders to call special meetings (effective upon shareholder approval at 2006 annual meeting)

 

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An Experienced, Independent Board

 

Board Member

 

Background

 

Director Since

 

Independent

 

John M. Larson

Chairman of the Board

 

                  President and Chief Executive Officer of CEC since its inception in 1994

                  Former consultant to Heller Equity Capital Corporation during the establishment of CEC

                  Over 30 years in the education industry

 

January 1994

(Chairman since January 2000)

 

 

 

 

 

 

 

 

 

 

 

Dennis H. Chookaszian

Chairman of the Special Committee; Member of the Audit Committee and the Nominating and Governance Committee

 

                  Director of Sapient Corporation, Insweb Corporation and Chicago Mercantile Exchange Holdings Inc.

                  Formerly Chairman and Chief Executive Officer of CNA Financial Corporation

                  Served as Chairman and Chief Executive Officer, mPower, Inc.

 

October 2002

 

ý

 

 

 

 

 

 

 

 

 

Robert E. Dowdell

Lead Director and Chairman of the Compensation Committee

 

                  Formerly President of National Education Centers, Inc.

                  Currently General Partner of RGD Partners, L.P. and Chairman of Roof Express, L.P.

                  Served as Director and Chief Executive Officer of Marshall & Swift, L.P. for 17 years

 

January 1994

(Lead Director since July 2004)

 

ý

 

 

 

 

 

 

 

 

 

Patrick W. Gross*

 

                  Chairman of The Lovell Group, since 2002

                  Founder, American Management Systems, Inc.

                  Currently holds director positions with Capital One Financial Corporation, Mobius Management Systems, Inc., and Liquidity Services, Inc.

                  Serves on board of the D.C. Preparatory Academy charter school

 

December 2005

 

ý

 

 

 

 

 

 

 

 

 

Thomas B. Lally

Chairman of the Nominating and Governance Committee; Member of the Audit Committee, the Compensation Committee and the Special Committee

 

                  Former President of Heller Equity Capital Corporation

                  Held various executive positions with Heller Financial, Inc. since 1974

 

January 1998

 

ý

 

 

 

 

 

 

 

 

 

Steven H. Lesnik*

 

                  Chairman and Chief Executive Officer of KemperSports Inc.

                  Former Chairman of the Illinois Board of Higher Education and Director of the Illinois Math and Science Academy Foundation

                  Held various executive positions with Kemper Insurance Companies from 1968-1979

 

February 2006

 

ý

 

 

 

 

 

 

 

 

 

Keith K. Ogata*

Chairman of the Audit Committee; Member of the Nominating and Governance Committee

 

                  Formerly President of National Education Centers, Inc.

                  Held various senior executive positions with National Education Corporation

                  Currently President and private investor in 3-K Financial Corporation

 

January 1998

 

ý

 

 

 

 

 

 

 

 

 

Patrick K. Pesch

 

                  Chief Financial Officer and Treasurer of CEC since 1999

                  Held various executive positions with Heller Corporate Finance, Heller Equity Capital Corporation and Heller Financial, Inc.

 

June 1995

 

 

 

 

 

 

 

 

 

 

 

Leslie T. Thornton

 

                  Served as Deputy Chief of Staff and Counselor, then Chief of Staff for the U.S. Department of Education between 1992 and 2000

                  Founder, Educational Equity Institute and Capitol Education Fund

                  Currently Partner with Dickstein Shapiro Morin & Oshinsky, LLP

 

December 2005

 

ý

 

 

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Highly Qualified Board Nominees

 

                  Patrick W. Gross has been a director of CEC since December 2005. Mr. Gross has served as Chairman of The Lovell Group, a private business and technology advisory and investment firm, since 2002. Mr. Gross is a founder and served as principal executive officer from 1970 to 2002 of American Management Systems, Inc. He has served as chairman of the board of several companies owned by private equity firms. In addition, he serves on the board of the D.C. Preparatory Academy charter school and the All Kinds of Minds Institute, a non-profit organization assisting students who struggle with learning. Mr. Gross is a director of Capital One Financial Corporation, Mobius Management Systems, Inc., and Liquidity Services, Inc.

 

                  Steven H. Lesnik has been a director of CEC since February 2006. Mr. Lesnik is Chairman and Chief Executive Officer of KemperSports Inc., a company that develops, owns, leases and manages golf facilities as well as athletic clubs and lodging venues nationwide, and is engaged in marketing communications. Mr. Lesnik co-founded KemperSports Inc. with James S. Kemper, Jr. in 1977. From 1968 to 1979, he held numerous positions at Kemper Insurance Companies, including vice president. Mr. Lesnik previously served as Chairman of the Illinois Board of Higher Education, as a visiting lecturer at Northwestern University, and as a director of the Illinois Math & Science Academy Foundation.

 

                  Keith K. Ogata has been a director of CEC since January 1998. Mr. Ogata is currently President of, and a private investor in, 3-K Financial Corporation, a private investment company. From 1996 to 1998, Mr. Ogata served as President of National Education Centers, Inc., a subsidiary of National Education Corporation. From 1990 to 1998, he served as Vice President, Chief Financial Officer and Treasurer of National Education Corporation, with responsibility for finance, accounting, treasury, tax, mergers and acquisitions, human resources, investor and public relations and information systems.

 

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AIU /SACS Update

 

Timetable for Addressing SACS’ Recommendations

 

Feb - March

 

Completed third-party assessment

 

 

 

April - June

 

Implement recommended changes

 

 

 

July

 

Third-party reassessment

 

 

 

September

 

Submit monitoring report to the Commission on Colleges of the Southern Association of Colleges and Schools (COC)

 

 

 

October

 

Special Committee visits AIU campuses

 

 

 

December

 

COC review and consideration

 

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Legal / Compliance Update

 

                  April 2006

 

                  The Midwest Regional Office of the SEC advises CEC that the staff intends to recommend to the SEC that it terminate its investigation of the company and that no enforcement action be taken against the company

 

                  March 2006

 

                  The U.S. District Court for the Northern District of Illinois grants for the second time the company’s motion to dismiss a securities class action against the company and certain of its current officers

 

                  March 2006

 

                  A California trial judge rules that the California Bureau for Private Postsecondary Vocation Education improperly issued Brooks Institute of Photography a Notice of Conditional Approval to Operate and rules that the Bureau’s Notice is invalid

 

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Department of Education Update

 

                  June 2005

 

                  DOE is reviewing previously announced consolidated financial statements and annual compliance audit opinions for 2000-2003; also advised it is evaluating pending school program reviews

 

                  DOE indicated it will not approve any new locations or domestic acquisitions

 

                  February 2006

 

                  DOE is reviewing CEC’s 2004 compliance audit opinions and is not lifting the general restrictions imposed in June, 2005 as it continues its review

 

                  DOE has agreed to consider and evaluate, but not necessarily approve, any applications for new campus locations in San Antonio, TX and Sacramento, CA

 

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CEC: Poised for Sustainable Future Growth

 

                  $17.6B industry in 2005, up from $10B in 2001

 

                  Leverage vast opportunity with quality growth

 

                  Growth drivers:

 

                  New programs and initiatives

 

                  Student referrals

 

                  Enhanced partnerships with corporations and the military

 

                  Expansion of online, four-year and hybrid offerings

 

                  Satellite campuses

 

                  International expansion

 

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