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The following is an excerpt from a S-1 SEC Filing, filed by CAREER EDUCATION CORP on 1/19/1999.
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CAREER EDUCATION CORP - S-1 - 19990119 - MANAGEMENT

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information with respect to our executive officers and directors:

          Name           Age                           Position
          ----           ---                           --------
John M. Larson..........  47 President, Chief Executive Officer, Secretary and Director
William A. Klettke......  46 Senior Vice President, Chief Financial Officer and Treasurer
Robert E. Dowdell.......  53 Director
Thomas B. Lally.........  54 Director
Wallace O. Laub.........  73 Director
Keith K. Ogata..........  44 Director
Patrick K. Pesch........  42 Director

John M. Larson has served as our President and Chief Executive Officer and one of our Directors since January 1994. From July 1993 until our formation, Mr. Larson served as a consultant to Heller Equity Capital Corporation ("Heller"), working with Heller to establish CEC. From January through May 1993, Mr. Larson served as the Eastern Regional Operating Manager of Educational Medical, Inc., which provides career-oriented postsecondary education. From 1989 until 1993, Mr. Larson served as the Senior Vice President of College Operations of Phillips Colleges, Inc., overseeing a nationwide system of 58 schools, which offered a wide range of academic programs. From March through September 1989, he served as Senior Vice President of Operations for the Geneva Companies, a mergers and acquisitions firm. From 1980 to 1989, Mr. Larson was Vice President of Marketing at National Education Centers, Inc., a subsidiary of National Education Corporation, where he managed the entire admissions program, including marketing and advertising efforts, with a team of approximately 500 employees. Mr. Larson has also served in marketing positions with DeVry Inc., at its Chicago and Kansas City campuses. Mr. Larson received a Bachelor's of Science in Business Administration from the University of California at Berkeley and has completed the Executive Management Program at Stanford University.

William A. Klettke has served as our Senior Vice President and Chief Financial Officer since March 1996. From 1987 until 1995, Mr. Klettke was Executive Vice President and Chief Financial Officer for ERO, Inc., a licensed distributor of children's toys. In these positions, Mr. Klettke was responsible for finance, accounting, management information systems, human resources, forecasting, treasury, legal, acquisitions and two operating subsidiaries. From 1976 to 1987, Mr. Klettke served in various positions with The Enterprise Companies (a paint and coatings manufacturer), a subsidiary of Insilco, starting as an accountant and progressing to Senior Vice President of Finance and Administration. Mr. Klettke is a Certified Public Accountant and holds Bachelor's of Arts degrees in Psychology and Sociology from Baker University, a Bachelor's of Science in Accounting from Illinois State University and a Master's Degree in Management from Northwestern University.

Robert E. Dowdell has been one of our Directors since our inception in January 1994. From 1989 to present, Dowdell has served as Chief Executive Officer and director of Marshall & Swift, L.P., a publishing company. Mr. Dowdell is also a director of ADMS, a software provider and LaQuinta Spring, L.P., in which he is the general partner.

Thomas B. Lally has been one of our Directors since January 28, 1998. Mr. Lally was designated to be a director by Heller. He has been the President of Heller since 1996 and an Executive Vice President of Heller Financial, Inc. ("HFI"), the parent of Heller, since 1994, with direct responsibility for the asset quality oversight of HFI's portfolio of loan and equity investments. Mr. Lally joined HFI in 1974.

Wallace O. Laub has been one of our Directors since October 1994. Mr. Laub was a co-founder of National Education Centers, Inc., where he served as Executive Vice President and director from 1955 to 1993. From 1981 to 1990, Mr. Laub served as a director of the Distance Education Training Council, a trade association and accrediting agency for distance education companies. Mr. Laub is now retired.

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Keith K. Ogata has been one of our Directors since January 28, 1998. Mr. Ogata is currently president of, and a private investor in, 3-K Financial Corporation. From 1995 to 1997, Mr. Ogata served as President of National Education Centers, Inc., a subsidiary of National Education Corporation. From 1991 to June 1997, 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.

Patrick K. Pesch has been one of our Directors since 1995. Mr. Pesch was designated as director by Heller. Since 1992, Mr. Pesch has served as a Senior Vice President of HFI, and also as an officer of Heller, managing a portfolio of loan and equity investments, as well as serving as a credit officer of one of HFI's principle business units. Mr. Pesch also serves as a director of Kimpex, Inc., a Canadian company and as an officer and director of Amersig Graphics, Inc.

None of our executive officers or directors are related to one another.

Certain Other Significant Employees of the Company

The following table sets forth certain information with respect to certain other significant employees of the Company:

Name                                                 Position
----                                                 --------
J. Patrick Andrews............... Director of Advertising
Jon R. Coover.................... National Director of Marketing
Mari-Ann Deering................. Director of Human Resources
Nick Fluge....................... Managing Director
John Fraccaro.................... Director of Information Technology
Jacob P. Gruver.................. Managing Director
Patricia Kapper.................. Director of Education
James R. McEllhiney.............. Director of Regulatory Compliance
Carol A. Menck................... Managing Director
Robert W. Nachtsheim............. Controller
Steve B. Sotraidis............... Managing Director
Todd H. Steele................... Director of Strategic Planning and Development
Mark J. Tobin.................... Director of Student Finance

J. Patrick Andrews has served as our Director of Advertising since October 1995. From 1994 until he joined our corporate management, Mr. Andrews was Advertising Manager for two of our schools, Collins and Brooks. For approximately 12 years prior to joining us, Mr. Andrews managed the advertising and marketing functions for Spartan, a 2,800 student school in Tulsa, Oklahoma. Mr. Andrews holds a Bachelor's of Arts in Journalism from the University of South Carolina and a Masters in Marketing from the University of Texas.

Dr. Jon R. Coover has served as our National Director of Marketing since May 1997, after serving for 14 months as Director of Education at our largest school, Brown. Dr. Coover's background in private career education includes holding positions as Vice President of Marketing for the Rasmussen Business Colleges, Minneapolis, Minnesota; Vice President of Operations at Virginia College, Birmingham, Alabama; President of Dominion College, Roanoke, Virginia; President of Nettle Junior College, Sioux Falls, South Dakota; Co-Director of New York Restaurant School in New York City; and Regional Director with DeVry Institute of Technology. Dr. Coover holds a Bachelor's of Science in Business Administration and an M.B.A. from California Western University and a Ph.D. in Business from California Coast University.

Mari-Ann Deering has served as our Director of Human Resources since July 1998. Ms. Deering joined our corporate management with 19 years of human resources experience in the veterinary pharmaceutical industry. Ms. Deering served as the Director of Human Resources--North America for Fort Dodge Animal Health, Overland Park, Kansas (a division of American Home Products) from 1997 until 1998. She was Vice

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President of Human Resources and Administration of Southwest Technologies, a medical device company, from 1996 until 1997. Her prior experience also includes 16 years in human resource management with Sanofi Animal Health from 1979 until 1995 where her final position was Vice President of Human Resources. Ms. Deering holds a Bachelor's of Science degree in Business Administration from AVILA College, Kansas City, Missouri and an M.B.A. from Rockhurst College, Kansas City, Missouri.

Nick Fluge has served as one of our Managing Directors since July 1997. Mr. Fluge has served as Director and President of Western since 1989. From 1984 until 1988, Mr. Fluge was Director of Retail/Restaurants and a member of the management team of Western. With over 20 years of experience in the hospitality/foodservice industry and as a Certified Culinary Educator with the American Culinary Federation, Mr. Fluge has chaired American Culinary Federation Food Salons, judged wine competitions and written columns for various periodicals, including The National Culinary Review. Mr. Fluge has been a Team Leader for the Accrediting Commission of Career Schools and Colleges of Technology (ACCSCT) since 1992. Mr. Fluge is a member of the Oregon Department of Education--Career College Division. Mr. Fluge holds a Bachelor's of Science degree in Political Science from Portland State University.

John Fraccaro has served as our Director of Information Technology since March 1998. Mr. Fraccaro has held Consulting and Principal Consulting positions with New Resources Corporation from 1997 until 1998 and with Coopers & Lybrand L.L.C. from 1993 until 1996. Mr. Fraccaro was a Director of Information Technology for Sara Lee Hosiery from 1996 until 1997 and Manager of Database Development and Support for Kraft General Food from 1990 until 1993. Mr. Fraccaro has held several positions with software vendors including ComputerVision, Ingres and CompuGraphic. Mr. Fraccaro holds a Bachelor's of Science in Education from Northern Illinois University.

Jacob P. Gruver has served as one of our Managing Directors since May 1997. From August 1994 to May 1997, Mr. Gruver served as our Director of Finance. From 1989 until joining our management team, Mr. Gruver was Vice President and Controller of Wyoming Technical Institute in Laramie, Wyoming, a moderately sized career-oriented school. In such positions, he managed all financial functions, including budgeting and implementation of management information/financial systems. From 1978 to 1989, Mr. Gruver audited career- oriented schools and other clients at a regional public accounting firm in Laramie, Wyoming. Mr. Gruver received a Bachelor's of Science in Accounting from National College.

Patricia Kapper, Ed.D, has served as our Director of Education since August 1997. From 1990 until joining our management team, Dr. Kapper was Dean of Academic Affairs (Chief Academic Officer) of DeVry Institute of Technology, Addison, Illinois. From 1986 until 1990, Dr. Kapper held academic management positions with Milwaukee Area Technical College, from 1984 to 1986 as Associate Dean of Business and Graphic and Applied Arts and from 1986 to 1990 as Dean of Business and Graphic Arts. Dr. Kapper holds a Bachelor's of Arts in Business Education from the University of Wisconsin--Eau Claire, a Master's of Science in Teaching from the University of Wisconsin--Whitewater, and a doctorate in Adult Education from Northern Illinois University.

James R. McEllhiney has served as our Director of Regulatory Compliance since August 1997. Mr. McEllhiney served as our Director of Education from August 1994 until August 1997. Prior to joining our corporate management in August 1994, Mr. McEllhiney was the Vice President of Academic Affairs for Phillips Colleges, Inc. In this position, Mr. McEllhiney managed regulatory compliance, including processing change of ownership applications for over 60 acquisitions, and oversaw corporate educational administration for this group of 92 schools. From 1975 to 1988, Mr. McEllhiney managed regulatory compliance and served as Chief Academic Officer for MetriData Computing, a 40 unit career- oriented school company. Prior to joining MetriData, Mr. McEllhiney was an instructor and Academic Dean at Northwood Institute. Mr. McEllhiney holds a Bachelor's of Science in Education and a Master's of Science in Psychology from Indiana State University.

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Carol A. Menck has served as one of our Managing Directors since January 1999. From 1997 to 1999, Ms. Menck served as the President of The School of Computer Technology--Pittsburgh with oversight responsibility over the campus in Fairmont. From 1993 until joining us, Ms. Menck was Director of an ITT Technical Institute. From 1991 until 1993, she served as Director of Phillips Junior College--Spokane, Washington. From 1987 to 1991 she served as President of Bradford School--Portland, Oregon. From 1976 until 1987, she held various positions at Trend Colleges--Vancouver, Washington. Her final position at Trend was Operations Manager. Ms. Menck received a Bachelor's of Arts in Political Science from Gonzaga University in Spokane, Washington and a Juris Doctorate from Gonzaga Law School in Spokane, Washington.

Robert W. Nachtsheim has served as our Controller since December 1995. Mr. Nachtsheim joined our corporate management with 19 years of accounting and financial analysis experience in multiple industries. From 1993 until 1995, Mr. Nachtsheim served as Controller for Century 21 North Central, Inc., overseeing the financial performance of 600 midwestern Century 21 franchises. His prior experience includes six years as the Director of Financial Analysis and Reporting for Newark Electronics, a nationwide electronics distributor, and 11 years with Amoco Corporation in various accounting positions. Mr. Nachtsheim holds a Bachelor's of Science in Accountancy from the University of Missouri and an M.B.A. in Finance from DePaul University.

Steve B. Sotraidis has served as one of our Managing Directors since July 1, 1997. Mr. Sotraidis joined our administrative management team in June 1994. Mr. Sotraidis joined Brooks College in 1970 and has managed Brooks' overall operations since 1975. Mr. Sotraidis holds a Bachelor's of Science in Psychology and completed two years of graduate work in Industrial Psychology at California State University at Long Beach.

Todd H. Steele has served as our Director of Strategic Planning and Development since March 1998. Mr. Steele served as a director from our inception in January 1994 until March 1998. From December 1996 until joining our management team, he served as a Vice President of Baker, Fentress & Co., an investment company, making equity investments in private companies. From May 1990 to November 1996, he served as a Vice President of HFI and Heller, also making equity investments in private companies. Mr. Steele holds a Bachelor's of Arts in Economics from Northwestern University and an M.B.A. in finance from the University of Chicago.

Mark J. Tobin has served as our Director of Student Finance since March 1996. Mr. Tobin joined DeVry, Inc., in 1984 and, from 1989 until joining our corporate management, Mr. Tobin was Director of Student Finance for DeVry, Inc. In that position, Mr. Tobin was responsible for student finance policy development, technical and operations assistance and performance monitoring for the DeVry Institutes of Technology and the Keller Graduate School of Management. From 1984 to 1989, Mr. Tobin held corporate financial aid management positions at DeVry, Inc. Prior to his tenure at DeVry, Inc. from 1984 until 1996, Mr. Tobin was Director of Financial Aid at Carthage College from 1978 until 1984 and Marian College from 1973 until 1978. Mr. Tobin holds a Bachelor's of Arts in Psychology from Northeastern Illinois State College and a Master's of Education degree in Student Personnel Work in Higher Education from Loyola University of Chicago.

Board of Directors

Our Board of Directors is divided into three classes with staggered three- year terms. The terms of Messrs. Dowdell and Pesch expire at the annual meeting of our stockholders in 1999, the terms of Messrs. Laub and Ogata expire at the annual meeting of our stockholders in 2000, and the terms of Messrs. Lally and Larson expire at the annual meeting of our stockholders in 2001. At each annual meeting of our stockholders, the successors to the directors whose terms expire will be elected for a three-year term.

Arrangements for Nomination as Director

We have entered into an agreement with Heller pursuant to which Heller is entitled to designate two individuals for nomination to our Board of Directors. This agreement provides that we will cause these Heller

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designees to be nominated and solicit proxies from our stockholders to vote in favor of them, and will appoint the Heller designees to the Compensation and Audit Committees of the Board. The number of directors Heller is entitled to designate will be reduced to one if Heller no longer owns at least 25% of our capital stock, and the agreement will terminate if Heller no longer owns at least 10% of our capital stock. Messrs. Pesch and Lally are the current designees of Heller.

Committees of the Board of Directors

The Board of Directors has established an Audit Committee and a Compensation Committee. Both the Audit Committee and the Compensation Committee are currently composed entirely of directors who are not our officers or employees.

The Audit Committee generally has responsibility for recommending independent auditors to the Board of Directors for selection, reviewing the plan and scope of the annual audit, reviewing our audit and control functions and reporting to the full Board of Directors regarding all of the foregoing. The members of the Audit Committee are Messrs. Dowdell, Lally, Ogata and Pesch.

The Compensation Committee generally has responsibility for recommending to the Board guidelines and standards relating to the determination of executive compensation, reviewing our executive compensation policies and reporting to the Board of Directors regarding the foregoing. The Compensation Committee also has responsibility for administering our incentive compensation plans, determining the number of options to be granted to our executive officers pursuant to such plans and reporting to the Board of Directors regarding the foregoing. The members of the Compensation Committee are Messrs. Lally, Laub and Pesch.

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