Steve Bostic Sends Letter to Career Education Corporation.ST. SIMONS ISLAND, Ga. -- Steve Bostic, owner of in excess of one percent of the outstanding shares of Career Education Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CECO CECO Council of Engineering Companies of Oregon CECO Cost Estimate Change Order CECO Center for Economic and Community Outreach CECO CENTCOM Engineer Contingency Organization CECO Concrete Engineering Company of Omaha (Ceco Concrete Construction LLC) ), today sent the following letter to John M. Larson, Chairman, President and Chief Executive Officer of CECO. December 12, 2005 Mr. John M. Larson Chairman, President and Chief Executive Officer Career Education Corporation 2895 Greenspoint Parkway Suite 600 Hoffman Estates, Illinois 60195 Dear Jack: As you know, at your May 20, 2005 annual meeting, CECO stockholders demonstrated an extraordinary level of support for meaningful reform at their company. Stockholders demanded action that day by overwhelmingly supporting the three stockholder proposals on the agenda -- to declassify de·clas·si·fy tr.v. de·clas·si·fied, de·clas·si·fy·ing, de·clas·si·fies To remove official security classification from (a document). de·clas the Board, grant stockholders the right to call special meetings, and eliminate the poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. . Further, stockholders soundly rejected the Board's director-nominees through an unprecedented withhold with·hold v. with·held , with·hold·ing, with·holds v.tr. 1. To keep in check; restrain. 2. To refrain from giving, granting, or permitting. See Synonyms at keep. 3. vote. This action was, above all, a strong statement of stockholders' profound unhappiness with the CECO management and Board. It has been nearly seven months since that mandate for change was made abundantly clear to you and your colleagues. By now, the Board and management should have taken all necessary steps to implement those proposals. Instead, it appears to be business as usual at CECO, and CECO stock is trading at a near 40% discount from its peers. I and other stockholders have taken you and the Board at your word that you intend to seek meaningful stockholder input in the selection of new independent directors and re-evaluation of CECO's corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. practices that a supermajority Supermajority A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger. of stockholders supported at the annual meeting. Each time you and I have met since May, you have asked stockholders to be patient and have assured me that real change is forthcoming. Jack, I am writing to tell you that CECO stockholders have no confidence in your leadership and no patience left. To date, what has the Company done to make good on its stockholders' demands? As I see it, lots of words but very little action. Prior to the annual meeting, CECO announced its intentions to expand the Board immediately. We are still waiting. In August, CECO terminated its poison pill, the only recommendation implemented from the stockholders' mandate. Today, CECO has yet to fill its two Board vacancies, even though it has been searching for candidates since May and said in August the search was progressing well with a pool of quality candidates. Is the Board finding it difficult to recruit qualified candidates or is it simply dragging its feet on this very important matter? Unfortunately for stockholders, CECO's stock price remains depressed, notwithstanding earnings growth of 30% -- a problem clearly reflected in management's inability to remove any of the "black clouds" hanging over the company. Investors have been waiting for the next shoe to drop - be it from the SEC, DOE, other state and federal bodies, or one of the Company's many litigants - or some new and unexpected negative news. We see that directors and management have shown a total inability to handle the important issues facing the Company and preserve the level of quality that is so important to its core businesses. We are troubled by recent CECO comments about the "excellent" relationship between CECO and one of the industry's top accreditation bodies, the Southern Association of Colleges and Schools The Southern Association of Colleges and Schools (SACS) is a regional educational accreditation agency for over 13,000 public and private educational institutions ranging from preschool to college level in the southern United States. (SACS Sauk also Sac n. pl. Sauk or Sauks also Sac or Sacs 1. a. A Native American people formerly inhabiting parts of Wisconsin, Illinois, and Iowa, with a present-day population mainly in ). SACS has placed CECO's crown jewel Crown jewel A particularly profitable or otherwise particularly valuable corporate unit or asset of a firm. Often used in risk arbitrage. The most desirable entities within a diversified corporation as measured by asset value, earning power, and business prospects; in takeover , American InterContinental University American InterContinental University, commonly called AIU, is an international for-profit university owned by Career Education Corporation (stock symbol CECO). It was founded in 1977 as the American College of Applied Arts. (AIU AIU American Intercontinental University AIU Allegheny Intermediate Unit (Homestead, PA) AIU Atlantic International University AIU Association of Indian Universities AIU Association Internationale des Universités ), directly on probationary status, not wasting time on a warning period. CECO's comments were misleading and the stock fell nearly 12% on that news. Everything is definitely not O.K. at CECO these days. Where is the accountability? I believe that what is evident to stockholders and potential investors alike is this: the CECO Board and management are uninterested in sharing stockholders' sense of urgency for much-needed change. Jack, the time for change is now. For the Board to show any remaining accountability to stockholders, it must do all that is necessary to exercise its fiduciary responsibility, restore the Company's reputation and gain back CECO's lost market value. On behalf of CECO stockholders, I urge you to take the following actions now: You and Pat Pesch should resign immediately as officers and directors. The Board should commence a search for replacements with the integrity, skills and industry experience to guide the Company through these difficult times and resolve its many challenges. Dennis Chookaszian and Robert Dowdell should immediately resign as directors. The stockholders soundly rejected them in May, and events since then have worsened. There has been nothing to engender en·gen·der v. en·gen·dered, en·gen·der·ing, en·gen·ders v.tr. 1. To bring into existence; give rise to: "Every cloud engenders not a storm" confidence in the Board's ability to make the right decisions about the Company's future and the requisite quality of its leadership. With six open Board seats following these proposed resignations, the Company should call a special meeting to elect new directors. CECO stockholders are tired of waiting for real change at their Company. I propose that by January 1, 2006, CECO implement the recommendations outlined above. If you fail to do so, please know that the stockholders will be taking other actions as necessary to fulfill ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. the mandate we have clearly delivered and that you and your colleagues have continued to ignore. These actions may include, but would not be limited to, running a slate of well-qualified director candidates whom we are confident would be elected at the 2006 annual meeting. Very truly yours, Steve Bostic |
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