-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUDa67KiJoSye+vO4Z8S6JNRkRmy061zSLAOe5VQYfutGMKlWsvgMNfLfv+3chO2 bP99VlBOOjsR1NJ1cep1Jg== 0001012287-96-000024.txt : 19960820 0001012287-96-000024.hdr.sgml : 19960820 ACCESSION NUMBER: 0001012287-96-000024 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19960819 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTERBURY CORPORATE SERVICES INC CENTRAL INDEX KEY: 0000794927 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 232170505 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15588 FILM NUMBER: 96617590 BUSINESS ADDRESS: STREET 1: 1600 MEDFORD PLZ STREET 2: RTE 70 & HARTFORD RD CITY: MEDFORD STATE: NJ ZIP: 08055 BUSINESS PHONE: 6099530044 MAIL ADDRESS: STREET 1: 1600 MEDFORD PLZ CITY: MEDFORD STATE: NJ ZIP: 08055 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY EDUCATIONAL SERVICES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY PRESS INC DATE OF NAME CHANGE: 19870615 DEF 14A 1 CANTERBURY CORPORATE SERVICES, INC. 1600 Medford Plaza, Route 70 and Hartford Road Medford, New Jersey 08055 P R O X Y S T A T E M E N T Proxies, in the form enclosed with this Proxy Statement, are solicited by the Board of Directors of Canterbury Corporate Services, Inc. for the Annual Meeting of Shareholders to be held on August 29, 1996 at 10:00 a.m. at The Mansion on Main Street, Plaza 3000 at Main Street, Voorhees, New Jersey. Shareholders of record as of the close of business on July 3, 1996 will be entitled to vote at the meeting and any adjournment thereof. As of that date, 15,007,610 shares of common stock of the Corporation were outstanding and entitled to one vote each. Execution of a proxy will not in any way affect a shareholder's right to attend the meeting and vote in person. Any shareholder submitting a proxy has the right to revoke it at any time before it is exercised. Any proxies that are sent in by shareholders may be revoked prior to August 29, 1996 at 10:00 a.m. by mail or other deliveries in writing, or by voice vote if the shareholder attends the Annual Meeting. The persons named as attorneys in the proxies are either Officers or Directors of the Corporation. With respect to the election of a Board of Directors, shares represented by proxies in the enclosed form, which are received, will be voted as stated below under "Election of Directors." Where a choice has been specified on the proxy with respect to the proposal, the shares represented by the proxy will be voted in accordance with the specification and will be votes FOR that proposal if no specification is indicated. Under Pennsylvania law, the presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at a meeting, shall constitute a quorum for purposes of consideration and action on a matter. Only shareholders indicating an affirmative or negative decision on a matter are treated as voting, so that abstentions, broker non-votes or mere absence or failure to vote is not equivalent to a negative decision and will not count toward a quorum, and if a quorum is otherwise present, effect the outcome of a vote. A broker non-vote occurs when a broker submits a proxy but does not have authority to vote a customer's shares on one or more matters. The affirmative vote of the holders of a majority of shares of common stock entitled to vote at the annual meeting is required for approval of each of the actions proposed to be taken at the Annual Meeting. In the event a shareholders' meeting is called for the election of Directors and is adjourned for lack of a quorum and another shareholders' meeting is called, those shareholders entitled to vote who attend the adjourned meeting, although less than a quorum as fixed under Pennsylvania law or in the by-laws, shall nevertheless constitute a quorum for the purpose of electing Directors. If a meeting called to vote upon an other matter than the election of Directors has been adjourned for at least 15 days because of the absence of a quorum, those shareholders entitled to vote who attend such meeting, although less than a quorum as fixed under Pennsylvania law or in the by-laws shall nevertheless constitute a quorum for purpose of acting upon any matter set forth in the notice of meeting, if the notice actually states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose upon acting on the matter, then the vote would be binding. No other matters are expected to be presented to the meeting. If any other matter should be presented at the meeting upon which it is proper to take a vote, shares represented by all proxies received will be voted with respect thereto in accordance with the judgment of the persons named as proxies. An Annual Report containing summary financial statements is enclosed with, but not as a part of, this Proxy Statement. A Form 10-K report as filed with the SEC, including complete financial statements audited by Ernst & Young, L.L.P. is available upon request. The first date that this Proxy Statement and Proxy Material were sent to the shareholders was July 31, 1996. Proposal No. 1 - ELECTION OF DIRECTORS - -------------- --------------------- Seven Directors are to be elected at the Meeting, each to serve until the next Annual Meeting and until his or her successor shall have been elected and qualified. Each of the nominees named in the following pages is presently a member of the Board of Directors. In case any of the nominees should become unavailable for election, for any reason not presently known or contemplated, the persons named on the proxy card will have discretionary authority to vote pursuant to the proxy for a substitute. NOMINEES FOR DIRECTORS - ---------------------- Director Name Age Since Principal Occupation - ---- --- -------- -------------------- Stanton M. Pikus 55 1981 President, Chief Executive Officer, and Chairman of the Board of Directors Kevin J. McAndrew 38 1990 Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer Jean Zwerlein Pikus 43 1984 Vice President - Operations, Secretary Alan B. Manin 58 1981 Vice President - Training Stephen M. Vineberg*53 1988 President, CMQ, Inc. Paul L. Shapiro* 45 1992 Manager, McKesson Drug Co. Frank A. Cappiello* 70 1995 Mutual Fund Money Manager, Closed-End Fund Advisors, Inc.
* Independent Directors * BIOGRAPHIES OF THE NOMINEES FOR DIRECTORS - ----------------------------------------- STANTON M. PIKUS, President, Chief Executive Officer and Chairman of the Board of Directors, was a founder of the Company (1981). He graduated from The Wharton School of the University of Pennsylvania (B.S., Economics and Accounting) in 1962. From 1968 until 1984 he had been President and majority stockholder of Brown, Bailey and Pikus, Inc., a mergers and acquisitions consulting firm that had completed more than twenty transactions. In addition, Mr. Pikus has been retained in the past by various small to medium-sized public companies in the capacity of an independent financial consultant. Since 1984, Mr. Pikus has devoted 100% of his time to the Company. KEVIN J. McANDREW, CPA, Chief Operating Officer since December, 1993; Executive Vice President and Chief Financial Officer of the Company since June 21, 1987; Treasurer since January, 1988; and Director since 1990. He is a graduate of the University of Delaware (B.S. Accounting, 1980) and has been a Certified Public Accountant since 1982. From 1980 to 1983 he was an Auditor with the public accounting firm of Coopers & Lybrand in Philadelphia. From 1984 to 1986 Mr. McAndrew was employed as a Controller for a New Jersey based division of Allied Signal, Inc. JEAN ZWERLEIN PIKUS, Vice President of Human Resources and Operations, Secretary, and Director since December 1, 1984, was employed by J. B. Lippincott Company, a publishing company, from 1974 to 1983, where she was Assistant Personnel Manager and also created its word processing center, and was responsible for the day-to-day control of word processing and graphic services. In 1984, Ms. Pikus graduated from The Wharton School of the University of Pennsylvania (B.S., Accounting and Management, cum laude). Ms. Pikus is the wife of the President, Stanton M. Pikus. ALAN B. MANIN, Vice President of Education & Curriculum and Director of the Company since its inception, is a graduate of Temple University (B.S., 1960; M.Ed., 1966); a former teacher and Department Chairman in the Philadelphia School System (1960-1966); a former Vice President and Director of Education for Evelyn Wood Reading Dynamics (1966-1972); a former Director of Northeast Preparatory School (1973); President, Chief Operating Officer and founder of Health Careers Academy, a federally accredited (National Association of Trade and Technical Schools) vocational school (1974-1979); and a founder of the Company (1981). STEPHEN M. VINEBERG, a Director since 1988, is currently the President and Chief Executive Officer of CMQ, Inc. Previously he was a Vice President of Fidelity Bank, Philadelphia, where he was Chief Operating Officer of the Data Processing, Systems and Programming Divisions. Mr. Vineberg also directed a wholly-owned subsidiary of the bank that developed and marketed computer software, operated a service bureau and coordinated all electronic funds transfer activities. PAUL L. SHAPIRO, a Director since December, 1992 has worked for McKesson Drug Company for the past 15 years. From 1973 through 1975 he was Director of the Pennsylvania Security Officers' Training Academy. In 1973, he graduated from York College of Pennsylvania with a B.S. Degree in Police Administration. FRANK A. CAPPIELLO, a Director since April, 1995 is President of an investment counseling firm: McCullough, Andrews & Cappiello, Inc., providing management of more than $1 billion of assets. He is Chairman of three no-load mutual funds; Founder and Principal of Closed-End Fund Advisors, Inc.; publisher of Cappiello's Closed-End Fund Digest; author of several books and a regular panelist on "Wall Street Week with Louis Rukeyser." For more than 12 years Mr. Cappiello was Chief Investment Officer for an insurance holding company with overall responsibility for managing assets of $800 million. Prior to that, he was the Research Director of a major stock brokerage firm. He is a graduate of the University of Notre Dame and Harvard University's Graduate School of Business Administration. Please be advised that the present Officers and Directors have the following relationships and related transactions with the Company. In early 1993, the Company agreed to purchase and restructure the key-man life insurance policies for its Corporate Officers. The amount and beneficiary of the key-man life insurance policies are as follows:
Corporate Officers Amount of Policy Beneficiary - ------------------ ---------------- ----------- Stanton M. Pikus $2,000,000 Company Kevin J. McAndrew $1,000,000 Company Alan B. Manin $ 500,000 Company Jean Z. Pikus $ 500,000 Company Marc Orsimarsi $ 250,000 Company
In December, 1995, the Company secured a $1,000,000 key-man life insurance policy on Roger E. Flax, the President of MSI/Canterbury Corp. In the event of the death of Dr. Flax, the entire $1,000,000 benefit would be paid to the Company. In June, 1994, the Company secured a $500,000 key-man life insurance policy on Virginia FitzPatrick, the President of CALC/Canterbury Corp., a subsidiary of the Company. In the event of the death of Ms. FitzPatrick, the entire $500,000 benefit would be paid to the Company. In June, 1994, the Company secured a $150,000 key-man life insurance policy on Edward T. Roffman, the Vice President of CALC/Canterbury Corp. In the event of the death of Mr. Roffman, the entire $150,000 benefit would be paid to the Company. EXECUTIVE CASH COMPENSATION The following table sets forth a summary of cash compensation paid by the Company with respect to services rendered in fiscal 1993, 1994 and 1995 to the Chief Executive Officer and each of the other four most highly-compensated Officers of the Company who received at least $100,000 in total annual compensation. SUMMARY COMPENSATION TABLE
Securities Stock Option Name and Salary Bonus Other Annual Restricted Underlying LTIP Exercise Principal Position (1) Year ($) ($) Compensation($) Stock Awards($) Options/SARs(#) Payouts($) Compensation($) - ----------------------- ----- ----- ----- --------------- --------------- --------------- ---------- ---------------- Stanton M. Pikus, 1995 $199,148 $ - $ - $ - $ - $ - 26,120 President 1994 149,580 - - - - - 40,794 1993 108,908 6,000 - - - - - Kevin J. McAndrew, 1995 $127,111 $ - $ - $ - $ - $ - 11,307 Executive Vice 1994 90,234 18,000 - - - - 31,687 President 1993 $ 78,914 5,000 - - - - - (1) No other Executive Officers received in excess of $100,000 in total annual compensation for the three year period.
OPTION GRANTS Virginia FitzPatrick, President of CALC/Canterbury Corp., was granted 10,000 shares of stock options pursuant to the 1995 Stock Incentive Plan to Executive Officers during Fiscal 1995. AGGREGATED OPTION EXERCISES IN 1995 AND FISCAL YEAR-END 1995 OPTION VALUES The following table provides information on option exercises in fiscal 1995 by the Executive Officers and on the Executive Officers' unexercised options at November 30, 1995. Included are options granted under the 1987 Employee Stock Option Plan.
Shares Number of Securities underlying Value of Unexercised In-The-Money acquired on Value Unexercised Options at Year-End 1995(#) Options at Year-End 1995(#) Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable - ------------------ ----------- ----------- ------------ ------------- ----------- ------------- Stanton M. Pikus 128,000 264,520 50,000 0 0 0 Kevin J. McAndrew 53,000 110,020 175,000 0 0 0 Alan Manin 53,000 110,020 10,000 0 0 0 Jean Z. Pikus 53,000 110,020 50,000 0 0 0 Marc Orsimarsi 2,500 5,225 65,000 0 54,700 0
Option holders have five years from the date of grant to exercise any or all of their options, and upon leaving the Company the option holders must exercise within 30 days. These options exercise into restricted shares of Company stock. EMPLOYMENT CONTRACTS During Fiscal 1995, the Company entered into an adjusted employment agreement with Stanton M. Pikus, the President. The term of the agreement is five years and calls for a base salary of $195,000 beginning on December 1, 1995 with annual salary increases of $25,000 in the second and third years and to remain at $245,000 for the last two years of the contract. Also included in the agreement are future incentives based on Company performance. There is a bonus opportunity of 5% on the first $500,000 of consolidated income before taxes and bonus and 3% above $500,000. In conjunction with this contract, the President agreed to a covenant not to compete with the Company during his employment and for a period of one year after his employment with the Company has terminated. For the year ended November 30, 1995 the President waived his right to receive any performance bonus earned. The Company also has an employment agreement with its Executive Vice President and Chief Operating Officer, Kevin J. McAndrew. The agreement commences December 1, 1995 and expires November 30, 2000. It requires an annual base salary of $120,000 for Fiscal 1996 and increases of $15,000 per year for the next four years. Also included in the agreement are future incentives based on the Company's profitability. A bonus of $30,000 will be earned if the consolidated income before income taxes and bonus of the Company exceeds $1,000,000. The bonus opportunity applies to each of the five years of the contract. The Company has an employment agreement with the President of the management training segment, Dr. Roger Flax. The agreement, amended in January, 1996, expires September 1, 1997 and requires a base salary of $66,714 in Fiscal 1996 with an inflationary increase in Fiscal 1997. The Company has employment agreements with Virginia FitzPatrick, the President and Edward Roffman, Vice President, of the computer training segment. The term of the agreement for the president began in June 1994 and is five years and has a base salary of $115,000, with inflationary increases in each successive year. The term of the agreement for the vice president began in June 1994 and is three years and calls for an annual salary of $60,000 with inflationary increases in each successive year. COMMITTEES OF THE BOARD The Board has established an Audit Committee, a Stock Option Committee and a Compensation Committee. All three committees are currently composed entirely of Independent Directors who are not Officers of the Company (Stephen Vineberg and Paul Shapiro). DIRECTORS' REMUNERATION Directors receive no cash compensation for services as Directors. Paul Shapiro and Stephen Vineberg received 10,000 five-year stock options at market value. The Company had 23 meetings of the Board of Directors during the last full fiscal year. There was no incumbent who, during the last full fiscal year, attended fewer than 91% of said meetings. PERFORMANCE GRAPH The following graph demonstrates a comparison of the Company's shareholder returns at each fiscal year end as of November 30 with shareholder returns on a broad market index, the Nasdaq Stock Market (US), and a industry index, Nasdaq Non-Financial Stocks. The comparison assumes $100.00 was invested on November 30, 1990 in the Company's common stock, the Nasdaq Stock Market (US) and the Nasdaq Non-Financial Stocks. COMPARISON OF CUMULATIVE TOTAL RETURN 900 - N 800 - N 700 - D 600 - O 500 - N L N L 400 - C A C NF 300 - NF R C NF S 200 - NF,C NF,C,N 100 - NF,C,N 0 - 1990 1991 1992 1993 1994 1995 Y E A R THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ENTIRE SLATE OF NOMINEES IN PROPOSAL NO. 1. A majority vote of over 50% will be necessary to carry this proposal. SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
Shares Beneficially Owned % Owned of Name on July 3, 1996 Company's Shares - -------------------- ------------------------- ---------------- Stanton M. Pikus 1,374,737(3) 9.16% Kevin J. McAndrew 353,909(4) 2.36% Jean Zwerlein Pikus(1) 179,416(5) 1.20% Alan B. Manin 387,683(6) 2.58% Roger E. Flax, Ph.D. 155,000(7) 1.03% Stephen M. Vineberg 75,885(8) .51% Paul L. Shapiro 37,000(9) .25% Frank A. Cappiello 185,000(10) 1.23% Virginia FitzPatrick 40,000(11) .27% Edward Koenig(2) 573,544 3.82% ------------- ------ TOTAL 3,362,174 22.41% ============= ======
(1) Wife of Stanton M. Pikus, deemed to have beneficial interest in the 1,374,737 owned by husband, included are 50,000 stock options exercisable at $3.63 per share. (2) As a result of the November, 1993 acquisition of Landscape Maintenance Services, Inc., Edward Koenig and his immediate family received a total of 1,029,000 shares (6.86%) of Company common stock. The transfer of 455,456 shares was made to immediate family members. (3) Included are 50,000 stock options exercisable at $3.63 per share. (4) Included are 100,000 stock options exercisable at $2.75 per share; 50,000 stock options exercisable at $3.63 and 25,000 stock options exercisable at $2.50 per share. (5) Included are 30,000 stock options exercisable at $3.63 per share and 20,000 stock options exercisable at $2.50 per share. (6) Included are 10,000 stock options exercisable at $3.63 per share. (7) Included are 150,000 stock options exercisable at $4.00 per share. (8) Included are 7,500 stock options exercisable at $2.75 per share; 7,500 stock options exercisable at $3.13 per share; 7,500 stock options exercisable at $4.50 per share; 10,000 stock options exercisable at $2.81 per share; 2,500 stock options exercisable at $2.75 per share; 5,000 stock options exercisable at $1.50 per share and 5,000 stock options exercisable at $.75 per share. (9) Included are 7,500 stock options exercisable at $2.75 per share; 7,500 stock options exercisable at $3.13 per share; 2,500 stock options exercisable at $2.75 per share; 7,500 stock options exercisable at $4.50 per share and 10,000 stock options exercisable at $2.81 per share. (10) Included are 100,000 stock options exercisable at $2.00 per share. (11) Included are 10,000 stock options exercisable at $2.81 per share and 10,000 stock options exercisable at $3.00 per share. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive Officers, Directors, and Affiliates to file initial reports of ownership and reports of changes of ownership of the Company's common stock with the Securities and Exchange Commission. These executive Officers, Directors, and Affiliates are required to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on the Company's review of Securities and Exchange Commission Forms 3, 4, and 5 submitted to the Company, and written representations from these Officers, Directors, and Affiliates that no other reports were required, the Company notes that all forms were filed in a timely fashion. Proposal No. 2 - APPOINTMENT OF ACCOUNTANTS - -------------- -------------------------- Subject to shareholder ratification, the Board of Directors has reappointed the firm of Ernst & Young, LLP, Certified Public Accountants, as independent auditors to make an examination of the accounts of the Company for the year ending November 30, 1996. Ernst & Young audited Canterbury's books for the fiscal years 1984 through 1995. One or more members of this firm are expected to be present at the Annual Meeting, and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2. A majority vote of over 50% will be necessary to carry this proposal. Proposal No. 3 - TO ADOPT THE AMENDMENT TO THE 1995 STOCK INCENTIVE - -------------- -------------------------------------------------- PLAN TO PROVIDE FOR AN AUTOMATIC ANNUAL INCREASE IN THE NUMBER OF - ----------------------------------------------------------------- SHARES AVAILABLE THEREUNDER - --------------------------- 1. Reason for Proposed Amendment The Company's Board of Directors believes that the continued success of the Company depends upon its ability to attract and retain highly qualified and competent employees. The Plan enhances that ability, and provides additional incentive to such personnel to advance the interest of the Company and its shareholders. The adoption of this proposed amendment would help put the Board in position in which it would have the ability to issue incentive stock options under the Plan to qualified individuals in the amounts, and at the times, that your Board of Directors may, in its reasonable judgment, consider most advantageous to the Company. 2. Proposed Amendment In June, 1996, the Company's Board of Directors approved an amendment to the 1995 Stock Incentive Plan (the "Plan Amendment"), which the Company's shareholders are hereby being asked to approve, to automatically increase the total number of shares of the Company's Common Stock as to which options are available for grant under the Plan, on the first day of each fiscal year during which the Plan remains in effect, beginning December 1, 1996, by 500,000 shares annually, subject to the approval of the Board of Directors. 3. Required Vote If a majority of the shares entitled to vote is present at the meeting, the affirmative vote of a majority of the votes cast by the shareholders of Common Stock will be necessary for the adoption of Proposal 3. Abstentions and broker non-votes will be treated as shares present and not voting. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3. EXPENSES OF SOLICITATION The cost of the solicitation of proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited by regular employees of the Company, either personally or by telephone or telegraph. The Company does not expect to pay any compensation for the solicitation of proxies, but may reimburse brokers and other persons holding shares in their names or in the names of nominees for expenses in sending proxy materials to beneficial owners and obtaining proxies from such owners. OTHER MATTERS A copy of the Company's annual report to stockholders for the year ended November 30, 1995 is enclosed herein. This proxy contains forward looking statements. The actual results might differ materially from those projected in the forward looking statements. Additional information concerning factors that could cause actual results to materially differ from those in forward looking statements is contained in Canterbury Corporate Services, Inc.'s SEC filings, including periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request from the Canterbury investor relations department. The Board of Directors does not intend to bring any matters before the meeting other than as stated in this proxy statement, and is not aware that any other matters will be presented for action at the meeting. If any other matters come before the meeting, the persons named in the enclosed form of proxy will vote the proxy with respect thereto in accordance with their best judgment, pursuant to the discretionary authority granted by the proxy. The cost of preparing, assembling and mailing the proxy material will be borne by the Company. All properly executed proxies delivered pursuant to this solicitation and not revoked will be voted at the Meeting in accordance with the directions given. In voting by proxy in regard to the election of seven Directors to serve until the 1996 Annual Meeting of Stockholders, stockholders may vote in favor of all nominees or withhold their votes as to all nominees or withhold their votes as to specific nominees. With respect to other items to be voted upon, stockholders may vote in favor of the item or against the item or may abstain from voting. Stockholders should specify their choices on the enclosed proxy. If no specific instructions are given with respect to the matters to be acted upon, the shares represented by the proxy will be voted FOR the election of all Directors, FOR the proposal to ratify and approval of the appointment of independent accountants and FOR the automatic increase of 50,000 in available options under the 1995 Stock Incentive Plan. Respectfully submitted, By: /s/Jean Zwerlein Pikus -------------------------- Jean Zwerlein Pikus Vice President and Secretary Dated: July 31, 1996 Stockholders who do not expect to be present at the meeting and who wish to have their shares voted, are requested to make, date and sign the enclosed proxy and return it in the enclosed envelope. No postage is required if it is mailed in the United States. EX-99.1PROXYCARD 2 CANTERBURY CORPORATE SERVICES, INC. PROXY FOR ANNUAL MEETING FISCAL 1995 Please sign and return immediately KNOW ALL MEN BY THESE PRESENTS that I, the undersigned being a stockholder of Canterbury Corporate Services, Inc., Medford, New Jersey do hereby constitute and appoint Stanton M. Pikus and Kevin J. McAndrew, or either one of them (with full power to act alone), my true and lawful attorney(s) with full power of substitution to attend the Annual Meeting of Stockholders of said Corporation to be held at The Mansion on Main Street, Plaza 3000 at Main Street, Voorhees, New Jersey on August 29, 1996 at 10:00 a.m. or any and all adjournment thereof, and to vote all stock owned by me or standing in my name, place and stead on the proposals specified in the notice of meeting dated July 31, 1996 or any and all adjournments thereof, with all the power I possess if I were personally present, hereby ratifying and confirming all that my said proxy or proxies may be in my name, place and stead as follows: 1. Election of Directors To elect seven (7) Directors, each for a term of one (1) year or until the next Annual Meeting: Stanton M. Pikus, Kevin J. McAndrew, Jean Zwerlein Pikus, Alan B. Manin, Stephen M. Vineberg, Paul L. Shapiro and Frank A. Cappiello It is specifically directed that this Proxy be voted: FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES [ ] INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below: 2. Proposal to ratify Ernst & Young, LLP, as the Company's Independent Public Auditors. IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ] 3. To adopt the amendment to the Canterbury Corporate Services, Inc. 1995 Stock Incentive Plan. IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ] 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. IN FAVOR OF [ ] AGAINST [ ] ABSTAIN [ ] IF NO DESIGNATIONS ARE MADE IN THE SPACES PROVIDED ABOVE, THIS PROXY WILL BE VOTED "IN FAVOR OF" THE ABOVE PROPOSALS. The shares represented by a properly executed Proxy will be voted as directed. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS; IT MAY BE REVOKED PRIOR TO ITS EXERCISE. _________________________________________________________(L.S.) (Print Name) DATE: ____________________________________, 1996 _________________________________________________________(L.S.) (Signature of Stockholder) DATE: ____________________________________, 1996 NOTE: ALL JOINT OWNERS MUST SIGN INDIVIDUALLY. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR CUSTODIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. EX-99.2NOTICEOFANNUA 3 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS on August 29, 1996 To the Shareholders Canterbury Corporate Services, Inc. July 31, 1996 The Fiscal 1995 Annual Meeting of Shareholders of Canterbury Corporate Services, Inc. (the "Company") will be held at The Mansion on Main Street, Voorhees, New Jersey on August 29, 1996 at 10:00 a.m. for the following purposes: 1. To elect seven (7) Directors for the ensuing year; 2. To ratify the appointment of Ernst & Young, LLP, as the Company's independent public accountants for the fiscal year ending November 30, 1996; 3. To adopt the amendment to the Canterbury Corporate Services, Inc. 1995 Stock Incentive Plan; 4. To transact any other business as may properly be brought before the meeting. Shareholders of record as of the close of business on July 3, 1996 (record date) are eligible to vote at this Annual Meeting of Shareholders. However, so that we may be sure your vote will be counted, we invite you to sign and date the accompanying proxy card and return it as soon as possible in the envelope provided. If you attend the meeting, you may revoke your proxy and vote in person. SHAREHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO VOTE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH DOES NOT REQUIRE ANY UNITED STATES POSTAGE. By order of the Board of Directors, By: /s/Jean Zwerlein Pikus ----------------------------- Jean Zwerlein Pikus Vice President and Secretary July 31, 1996, Medford, NJ A copy of the Annual Report of the Company for the fiscal year ended November 30, 1995 is enclosed herewith. The Company's 10-K Report for the fiscal year ended November 30, 1995, as well as the 10-Q Report for the six months ended May 31, 1996 are available free of charge upon written request to: Canterbury Corporate Services, Inc. 1600 Medford Plaza Medford, New Jersey 08055 EX-99.3LETTERTOSHARE 4 July 31, 1996 Dear Shareholder: Enclosed you will find the following material relating to Canterbury Corporate Services, Inc.'s (the "Company") 1995 fiscal year which ended on November 30, 1995: Notice of the Annual Meeting of Shareholders Proxy Statement Proxy Form and Return Envelope A Copy of the Company's 1995 Annual Report Press Release for the Second Quarter of Fiscal 1996 ended May 31, 1996. I would appreciate it if you would complete the enclosed proxy and return it in the enclosed envelope. Very truly yours, CANTERBURY CORPORATE SERVICES, INC. By: /s/Stanton M. Pikus --------------------------- Stanton M. Pikus, President Enclosures EX-99.4ANNUALREPORT 5 1995 ANNUAL REPORT CANTERBURY CORPORATE SERVICES, INC. MESSAGE FROM MANAGEMENT Dear Fellow Shareholders: Fiscal 1995 was an excellent year for Canterbury in many respects. First of all, we completed most of the reengineering necessary to move Canterbury away from its previous business segment. Along the way, we sold our printing subsidiary at a healthy profit. The cash we received and will continue to receive from that divestiture will be applied to a reduction of debt and to the expansion of our core business - corporate training and consulting with special emphasis on information technology. Secondly, our cash flow from continuing operations for 1995 was in excess of $1,900,000; we paid back $3,112,500 in long-term debt (through June, 1996 long-term debt was reduced by $4,150,000); our net worth was $13,112,000; our total assets were $26,827,000 and we ended the year with $1,471,000 in cash and equivalents. Thirdly, we created a technology based acquisition model for Canterbury, which is being implemented in Fiscal 1996. As you know, our major core subsidiaries are CALC/Canterbury Corp. and MSI/Canterbury Corp. (We mailed a film and a corporate brochure describing these training/consulting subsidiaries to every shareholder of record. If you did not receive them because your stock was held in street name, or because you are a new or a prospective shareholder, please call our corporate office in Medford and we will send them to you.) MSI/Canterbury Corp. provides management, sales and communications training and CALC/Canterbury Corp. provides computer applications training and technical training to the Fortune 1000 marketplace, primarily in New York City and New Jersey. Our acquisition model has two thrusts: Acquire existing, profitable information technology companies in primary and secondary markets nationwide. This will permit CALC/Canterbury Corp., MSI/Canterbury Corp. and every sister company that joins the Canterbury banner to service customers nationally and not be restricted to any one city, state or region. Acquire companies across the technology continuum as shown in the chart below. Since corporations accessing computer applications training also need computer and software consulting, network and systems development, systems integration, Internet development and application, as well as Intranet conversions, the Canterbury family of companies will be able to provide a fully integrated, comprehensive approach to information technology. CANTERBURY'S INFORMATION TECHNOLOGY MERGER/ACQUISITION MODEL Application Technical Computer and Network and Systems Internet and Training Training Software Systems Integrators Intranet Companies Companies Consultants Developers and Consultants, Installers Developers and Providers CORPORATE TRAINING AND CONSULTING CALC/Canterbury Corp. and MSI/Canterbury Corp. Canterbury Corporate Services...a visionary organization, proudly dedicated to providing comprehensive, integrated training services to meet all of your training needs. The Canterbury Companies specialize in many types of instruction, ranging from entry level to executive level programs, in PC and management training. Our extensive monthly program schedule encompasses the most popular training classes including: Lotus Microsoft Adobe Management and Team Development Training Internet Selling Macintosh Negotiation and Persuasive Skills OS/2 FoxPro Interpersonal Communications Training Novell Paradox UNIX Executive Development and Coaching Quattro SQL Harvard Graphics QuarkXpress Organizational Consulting and Problem Solving ...and much more. 1 ANALYSIS First, Canterbury studies the corporate culture. Every company has a history of its own. How each company currently functions is critical to the programs we develop. 2 ASSESSMENT Much of our success results from the special approach taken for each particular training situation. Individual needs are what matter to us. 3 CUSTOMIZATION If one of the 200 courses from our library of training solutions does not satisfy any particular customer's requirements, Canterbury prescribes a customized solution. We can bring together a unique program by blending two or more of our existing 2,000 individual course modules or by assigning our course writers and learning managers to develop a program from scratch. 4 PARTNERING We "partner" our staff with our customer's staff. Canterbury is a personal learning adviser, working with corporate managers to ensure a seamless flow of program selection and development, administration, implementation, reinforcement, and evaluation. Canterbury is on-call...from the initial assessment of training needs until the successful completion of the entire process. We care about results. 5 TASK-BASED TRAINING Canterbury's modern instructional methods alter the traditional teacher-based system. Our trainers utilize a task-based learning system - a teaching style which is fast paced and skill driven. Our instructors are trained to be learning managers, acting as personal guides for each student. Instructors also personalize the programs for each class, allowing students to learn both by themselves and from each other. 6 QUICK SKILL DEVELOPMENT Canterbury develops skills quickly, utilizing reinforcement drills and real-life, job-related applications during each class. In fact, our instructors do not stop teaching until all objectives have been met. 7 INVOLVEMENT Even after the class is over, we remain involved by providing continuous, on-call corporate advisement and student assistance. Programs such as our Graduate Enhancement Workshops help to reinforce this. 8 WE MEASURE RESULTS Pre and post-evaluations determine the right courses for our customers and allow us to validate their proficiencies upon completion of a Canterbury class. 9 TOTAL SATISFACTION Total satisfaction with the training and new skill proficiency of our customers is our ultimate goal. It is simple. 10 THINKING GLOBALLY A major reason for the Canterbury success story is that we are not shy about getting involved in what is new. Using the latest training technologies, our learning managers and course writers can provide integrated skills training, on a national and international basis - all designed to keep our customers globally competitive. ESTABLISHED We are not the new kid on the block. We have provided a quarter century of live training and we are still growing. This is the mark of a company you can count on today, more than ever before. The Canterbury Companies have offered live classroom training for more than 25 years. We continue this tradition as we train over 8,000 people in more than 500 corporate training skills classes each month. We look forward to 1996 and beyond. Respectfully submitted, /s/Stanton M. Pikus /s/Kevin J. McAndrew - ---------------------- ----------------------------- Stanton M. Pikus Kevin J. McAndrew President Executive Vice President Chief Executive Officer Chief Operating Officer Balance Sheet Information as of November 30, 1995 Cash and cash equivalents $ 1,471,702 Accounts receivable, net 5,281,731 Prepaid and other current assets 1,313,208 Deferred income tax benefit and refundable taxes 1,120,676 ------------ Total current assets 9,187,317 Property and equipment net 3,756,242 Goodwill, net 9,440,645 Other non-current assets 4,443,405 ------------ Total assets $26,827,609 ============ Accounts payable and accrued expenses $ 2,066,937 Income taxes payable 132,000 Unearned tuition income 1,186,886 Current portion, long-term debt 2,837,279 ------------ Total current liabilities 6,223,102 Long-term debt and deferred tax liability 7,491,701 Stockholders' equity Total stockholders' equity $13,112,806 ------------ Total liabilities and stockholders' equity $26,827,609 ============
Please refer to Canterbury Corporate Services, Inc. financial statements in the November 30, 1995 Form 10-K Report, audited by Ernst & Young, LLP, for footnotes, schedules and further information. Consolidated Statements of Operations Years ended November 30, 1994 and 1995
1995 1994 ------------ ----------- Net revenues $ 28,251,942 $26,400,881 Costs and expenses 16,830,579 17,673,369 ------------ ------------ Gross profit 11,421,363 8,727,512 Selling 2,287,364 1,900,869 General and administrative 7,053,691 8,016,426 Provision for doubtful accounts 1,215,136 3,390,820 ------------ ------------ Total operating expenses 10,556,191 13,308,115 Other (income) expenses Interest income (68,385) (32,642) Interest expense 951,588 557,598 Other (4,864) (374) ------------ ------------ Income (loss) before provision for income taxes and cumulative effect of a change in accounting principle and discontinued operation (13,167) (5,105,185) Provision/(benefit) for income taxes(125,453) (1,651,142) ------------ ------------ Income (loss) from continuing operations before cumulative effect of a change in accounting principle 112,286 (3,454,043) Discontinued operation Income from discontinued operation less applicable income taxes of $79,833 and $136,668 108,009 167,250 Gain on sale of discontinued operation (less applicable income taxes of $1,309,922) 1,493,545 - ------------- ------------ Net income (loss) $ 1,713,840 $(3,286,793)
Please refer to Canterbury Corporate Services, Inc. financial statements in the November 30, 1995 Form 10-K Report, audited by Ernst & Young, LLP, for footnotes, schedules and further information. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Working capital at November 30, 1995 was $2,964,000. This level of working capital is expected to be maintained through Fiscal 1996; however, Landscape Maintenance Services, Inc. causes some seasonality in consolidated cash flows. The spring season will require that Landscape Maintenance expend funds for labor and materials in advance of billings as the business gears up for the summer months. The cash shortfall will reverse itself in the late fall/early winter as the collection of receivables exceeds the cost of operations. Two other factors will have a positive impact on consolidated liquidity. CALC/Canterbury will have a significant positive influence on overall cash flow for 1996. The strong margins, coupled with the fact that receivables turn on average in approximately 30 days, will contribute to a strong working capital ratio. Also, as the vocational training segment becomes less of a significant portion of consolidated operations, the very slow receivable turn attributed to self-paying individuals will have less of a negative impact on overall liquidity. Average collection time for accounts receivables improved by 30% during Fiscal 1995 over 1994. Management believes available working capital lines of credit, as well as positive cash flow contributions from the Company's operating segments, will be sufficient to cover cash flow requirements for the Company for the next 12 months. In April, 1995 the Company entered into a permanent restructuring of its term-loan and revolving credit facilities with Chase Manhattan Bank. The term-loan amortization and maturities remained identical to the original agreements. Principal payments of this term loan were in a lump sum payment of $2,075,000 in June, 1995 and 12 equal quarterly payments of $518,750 thereafter. The first quarterly installment of $518,750 was made in September, 1995 and the second was made in December, 1995. The interest rate is LIBOR plus 3% or the bank's prime rate plus 1/2%. The Company has the right to choose which rate is to be utilized on a periodic basis. The interest rates can be reduced if certain financial ratios are met in the future. The 30 day LIBOR rate at November 30, 1995 was 5.98%. Certain pricing incentives were incorporated into the restructuring of therevolving credit facility that were based upon additional equity being received during July, 1995. Pursuant to this, the Company successfully raised $1,000,000 in equity through a private placement in July, 1995, and therefore accomplished its incentive goal. The Company had borrowed $3,120,000 under this facility at November 30, 1995; and the unused portion of the line was $380,000. Based on borrowing limitations as set forth in the borrowing base calculation, the Company repaid $350,000 in December, 1995 and $25,000 in January, 1996, reducing the outstanding borrowing on the revolving credit facility to $2,745,000. As of November 30, 1995, the Company was in compliance with all of the debt covenants relating to both the term loan and the revolving credit facility. Cash flow from continuing operations for the year ended November 30, 1995 was $1,900,000, an increase of $2,399,000 over the previous year. This is attributable to the positive contributions of CALC/Canterbury during fiscal 1995 as well as improved collections in the business maintenance segment. During Fiscal 1995, the Company raised $1,361,000, net of applicable costs, through a series of private placements of its common stock sold to various accredited investors at prices ranging from $.80 to $2.06 per share. This equity was used for general working capital needs. The Company believes that the combination of cash provided by operating activities, as well as the ability to borrow from the unused portion of its credit line, will enable the Company to meet its liquidity needs in respect to its current operations for the next 12 months. There was no material commitment for capital expenditures as of November 30, 1995. Inflation was not a significant factor in the Company's financial statements. In 1995, the Financial Accounting Standards Board ("FASO") issued Statement of Financial Accounting Standards ("SAFES") No. 121, "Accounting for the Impairment of long-lived Assets and for long-lived Assets to Be Disposed Of," and SAFES 123, "Accounting for Stock-Based Compensation." Both of these statements are required to be adopted by January 1, 1996. The Company does not expect that adoption of SAFES 121 and 123 will have a material effect on its consolidated financial position, consolidated statement of income, or liquidity. For further discussion, see Note 1 of the Notes to Consolidated Financial Statements. RESULTS OF OPERATIONS - Fiscal 1995 Compared to Fiscal 1994 Revenues - Revenues increased by $1,851,000 (7%) to $28,252,000 in Fiscal 1995 from 1994. This increase was the net effect of several factors. CALC/Canterbury which was purchased in June, 1994 had revenues in that year of $5,570,000 representing six months of revenue in 1994. CALC/Canterbury revenues for twelve months increased to $11,381,000 in 1995. Offsetting this increase was a reduction in vocational training revenues of $3,868,000 for Fiscal 1995. This reduction was anticipated in conjunction with the decision in 1994 to close, consolidate and downside several vocational training centers. Vocational training revenues will continue to contribute a smaller portion of the consolidated total revenues in the future. Costs and Expenses - Costs and expenses decreased in Fiscal 1995 by $843,000 (5%). This was mainly due to costs associated with Landscape Maintenance Services. A significant cost cutting program was implemented during 1995. Facilities were consolidated, payroll was reduced and purchasing accomplished sizable discounts while margins were increased. Consolidated gross profits in 1995 increased to 40% from 33% in Fiscal 1994. Selling expense increased in Fiscal 1995 by $386,000 (20%) over Fiscal 1994. The increase was caused by additional selling expenses for CALC/Canterbury for the full year in 1995 ($1,087,000), again offset by the reduction in marketing expenses for the vocational school segment ($765,000). General and administrative expense in Fiscal 1995 decreased by $963,000 (12%). There are two major reasons for this change. First, CALC/Canterbury's expenses increased by $1,684,000 due to the fact that 1994 expenses were only for a six-month period. Offsetting this increase was a decrease in the vocational segment of $2,148,000, which included $1,047,000 in one-time charges relating to vocational training center closings and downsizing. The business maintenance services segment also reflected a reduction in general and administrative expenses of $728,000, which included $570,000 in one-time charges relating to issues surrounding the pending litigation with the previous owner that were included in Fiscal 1994. During 1995, the Company allocated corporate expenses of $387,000 to discontinued operations. The Company's provision for doubtful accounts decreased by $2,176,000 (64%) in 1995 over the previous year. This reduction is attributable to the vocational training segment. As the anticipated downsizing of training centers has occurred, so has the necessity for significant bad debt provisions. Interest expense for 1995 increased by $394,000 (71%). This is due primarily to the full year interest expense for the CALC/Canterbury acquisition debt being reflected in Fiscal 1995. Only six months interest expense was incurred in Fiscal 1994 after the June, 1994 acquisition. In November, 1995 the Company sold its specialty printing segment for cash and notes. As a result of this sale, the Company recognized a gain of $1,493,000, which is net of applicable taxes. CORPORATE INFORMATION BOARD OF DIRECTORS Stanton M. Pikus - Chief Executive Officer, President, Chairman of the Board of Directors Kevin J. McAndrew, CPA - Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Director Alan Manin - Vice President, Training; Director Jean Zwerlein Pikus - Vice President, Operations; Secretary, Director Stephen M. Vineberg - Director Paul L. Shapiro - Director Frank A. Cappiello - Director EXECUTIVE OFFICERS Stanton M. Pikus - Chief Executive Officer, President, Chairman of the Board of Directors Kevin J. McAndrew, CPA - Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer, Director Alan Manin - Vice President, Training; Director Jean Zwerlein Pikus - Vice President, Operations; Secretary, Director Marc Orsimarsi, CPA - Chief Accounting Officer, Corporate Controller Dr. Roger Flax - President, MSI/Canterbury Corp. Virginia FitzPatrick - President, CALC/Canterbury Corp. CORPORATE HEADQUARTERS 1600 Medford Plaza, Medford, New Jersey 08055; (609) 953-0044; (Fax) 609-953-0062 CORPORATE COUNSEL Levy & Levy, P.A., Suite 309, Plaza 1000, Main Street, Voorhees, New Jersey 08043 TRANSFER AGENTS American Stock Transfer Trust & Company, 6201 15th Avenue, Brooklyn, NY 11219 AUDITORS Ernst & Young, LLP, 2 Commerce Square, 2001 Market Street, Suite 4000, Philadelphia, PA 19103 SEC FORM 10-K The Company's annual report to the Securities and Exchange Commission on Form 10-K and other financial information such as interim and annual reports to shareholders are available, without charge to shareholders, upon written request to: CANTERBURY CORPORATE SERVICES, INC. 1600 Medford Plaza, Medford, New Jersey 08055 (609) 953-0044 Fax (609) 953-0062 (NASDAQ: XCEL) CANTERBURY CORPORATE SERVICES, INC. 1600 Medford Plaza, Medford, New Jersey 08055 (609) 953-0044 Fax (609) 953-0062 Internet address: http://www.canterburyxcel.com (NASDAQ: XCEL) EX-99.5PRESSRELEASE 6 Canterbury Corporate Services, Inc. 1600 Medford Plaza, Medford, New Jersey 08055 (609) 953-0044 s FAX (609) 953-0062 For Immediate Release CANTERBURY REPORTS 2ND QUARTER - SIX MONTH PROFITS 3RD QTR OPERATING PROFITS EXPECTED TO BE SIGNIFICANTLY BETTER THAN 1995 CANTERBURY ANNOUNCES 1ST SALES FROM INTERNET MARKETING CANTERBURY RECEIVES INITIAL $1,000,000 IN WINDOWS 95 TRAINING CONTRACTS CANTERBURY COMPLETES ACQUISITION OF PROSOFT - ENTERS CHARLOTTE, NORTH CAROLINA MARKET CANTERBURY IN DISCUSSION WITH NUMEROUS MERGER/ACQUISITION CANDIDATES Medford, New Jersey: July 12, 1996 Canterbury Corporate Services, Inc. (NASDAQ - XCEL) - announced today that for the six months ended May 31, 1996 revenues were $14,173,309 versus $13,910,512 for the same period in 1995. Net income was $917,930 versus $1,394,828. Earnings per share was $.07 versus $.12. For the three months ended May 31, 1996 revenues were $7,820,698 versus $8,169,850 for the same period in 1995. Net income was $184,820 versus $858,088. Earnings per share was $.01 versus $.07. Lower comparative revenues and profits were attributed to the closing of vocational schools in California, Pennsylvania and Florida in 1995, which reduced revenues by $1,040,000. In addition, substantial funds were committed in the second fiscal quarter to initiate an aggressive merger/acquisition program and on research and development to prepare for Windows NT and related software training in the fall and winter. Canterbury repaid $1,037,500 of long-term debt as well as $389,000 of short-term, revolving debt to its bank in the first six months of 1996. An additional $518,750 of long-term debt was repaid in the first month of the third quarter. Long-term bank debt has been reduced from $8,300,000 in June of 1994 to $4,150,000 as of this date. Net worth has increased from $13,112,806 as of November 30, 1995 to $15,185,296 on May 31, 1996. July 12, 1996 Press Release, Page 2 CALC/Canterbury Corp. has received its first orders for computer software training over the Canterbury Internet web site (http://www.canterburyxcel.com). More than 100 enrollments have been booked thus far and Canterbury expects this number to accelerate as the Company intensifies its marketing over the Internet for CALC/Canterbury Corp. and MSI/Canterbury Corp. (the Company's management, sales and communications subsidiary), as well as Canterbury's recently acquired subsidiary, ProSoft/Canterbury Corp. of Charlotte, North Carolina. CALC/Canterbury Corp. has received its first $1,000,000 in orders for Windows 95 training. The bookings came from 12 major corporations and will comprise at least 200 classes per month beginning in the third fiscal quarter. Stanton M. Pikus was quoted as saying, "We are pleased that the spigot has finally been turned on and many of our customers are beginning to migrate to Windows 95. We expect this trend to continue and to accelerate in the third and fourth quarters of Fiscal 1996 and beyond. We also expect to see greatly increased demand for Windows NT training this fall and winter. Microsoft has completed production of its advanced Windows NT Version 4.0, which is being positioned as a corporate operating system. CALC/Canterbury Corp. is a Microsoft Solution Provider and an Authorized Technical Education Center (ATEC) and should benefit significantly from this development." Canterbury completed its acquisition of ProSoft Training, LLC., a computer applications training company on July 1, 1996. ProSoft's name has been changed to ProSoft/Canterbury Corp., and Canterbury will now begin work on the expansion of ProSoft/Canterbury Corp. into adjacent markets in North and South Carolina for both computer software training and technical training, and for management, sales and communications training provided by MSI/Canterbury Corp. Canterbury is actively discussing merger/acquisition with numerous information technology companies. Since corporations accessing computer application or technical training also need computer and software consulting, network and systems development, systems integration, Internet development and application, as well as Intranet conversions, the Canterbury family of companies will be able to provide a fully integrated, comprehensive approach to information technology. Canterbury's intent is to merge with/acquire profitable companies across the information technology continuum as shown in the chart that follows. Although there is no assurance that mergers or acquisitions will take place, Canterbury has grown primarily by acquisition; and its President was the President of a mergers and acquisitions firm for sixteen years prior to his involvement with Canterbury. To the greatest extent possible, Canterbury will attempt to acquire companies with restricted common stock set at a price substantially higher than the present market price and will provide appropriate adjustment guarantees. The purchases should not be dilutive to earnings per share. July 12, 1996 Press Release, Page 3 CANTERBURY'S INFORMATION TECHNOLOGY MERGER/ACQUISITION MODEL Canterbury expects third and fourth quarter operating results in fiscal 1996 to be significantly better than for the same period in Fiscal 1995, for the following reasons: Windows 95 training revenue has begun and should accelerate. Windows NT (Version 4.0) revenues should begin. The new Wall Street training center is continuing to grow. MSI/Canterbury Corp. revenues and profit margins are increasing. The acquisition of ProSoft and the addition of the Charlotte market. Additional sales over the Internet. Potential acquisitions of other information technology companies. This press release contains forward looking statements. The actual results might differ materially from those projected in the forward looking statements. Additional information concerning factors that could cause actual results to materially differ from those in forward looking statements is contained in Canterbury Corporate Services, Inc.'s SEC filings, including periodic reports under the Securities Exchange Act of 1934, as amended, copies of which are available upon request from the Canterbury investor relations department. -----END PRIVACY-ENHANCED MESSAGE-----