-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Wt9Byu1/AljJ/mmRsOgkuVgJvifPDPQy0sr2lFtfi/EgldRSrJdB8SVw5zvDmH0v 6XQ3wvyrgs2ggFbHtmiODw== 0000912057-94-001364.txt : 19940415 0000912057-94-001364.hdr.sgml : 19940415 ACCESSION NUMBER: 0000912057-94-001364 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931130 FILED AS OF DATE: 19940414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY PSYCHIATRIC CENTERS /NV/ CENTRAL INDEX KEY: 0000022764 STANDARD INDUSTRIAL CLASSIFICATION: 8060 IRS NUMBER: 941599386 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07008 FILM NUMBER: 94522785 BUSINESS ADDRESS: STREET 1: 24502 PACIFIC PARK DR CITY: LAGUNA HILLS STATE: CA ZIP: 92656 BUSINESS PHONE: 7148311166 FORMER COMPANY: FORMER CONFORMED NAME: SUCCESSOR TO COMMUNITY PSYCHIATRIC CENTERS/CA/ DATE OF NAME CHANGE: 19600201 10-K/A 1 FORM 10KA FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12, 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMUNITY PSYCHIATRIC CENTERS - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) AMENDMENT NO. 2 TO REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1993 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended November 30, 1993, as set forth in the pages attached hereto: ITEM 10. Directors and Executive Officers of the Registrant ITEM 11. Executive Compensation ITEM 12. Security Ownership of Certain Beneficial Owners and Management These items amend certain information previously provided. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. COMMUNITY PSYCHIATRIC CENTERS By: /s/ STEVEN S. WEIS ----------------------------------------- STEVEN S. WEIS CHIEF FINANCIAL OFFICER Dated: April 13, 1994 Page 1 of 4 PART III ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT The table presented under the caption "Information Concerning Executive Officers" in this section of Item 10 is amended to include Jack H. Lindheimer, M.D., age 62, as an executive officer of the company. Dr. Lindheimer was appointed Corporate Medical Director in 1991. He was the Medical Director of CPC Alhambra Hospital from 1970 to 1992 and has been a physician in private practice, specializing in psychiatry, since 1960. ITEM 11. EXECUTIVE COMPENSATION SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The Summary Compensation Table is amended in its entirety as follows: SUMMARY COMPENSATION TABLE
Long Term Compensation Annual Compensation Awards ------------------- ------------ Securities All Name and Underlying Other Principal Options/ Compen- Position Year Salary ($) Bonus ($) SARs (#) sation -------- ---- ---------- --------- -------- ------------ Richard L. Conte, 1993 550,000 412,500 550,000(7) 223,844(8) Chief Executive 1992 456,246 150,000 50,000 31,469(9) Officer(1) James R. Laughlin, 1993 275,000 275,000 115,000 Executive Vice President of 1992 181,850 100,000 the Company and President---Transitional Hospitals Corporation(2) Steven S. Weis, 1993 243,577 50,000 115,000 Executive Vice 1992 219,950 25,000 100,000 President and Chief Financial Officer(3) Kay E. Seim, Executive 1993 222,807 50,000 115,000 Vice President and 1992 89,154 20,000 100,000 President--U.S. Psychiatric Operations(4) Ronald L. Ooley, 1993 161,003 123,750 85,000 Executive Vice President-- 1992 37,500 Administration(5) Loren B. Shook(6) 1993 376,557 200,000(7) 468,016(10) 1992 379,250 50,000 50,000 28,500(9) 1991 300,000 28,500(9) ____________________ (1) Mr. Conte was appointed Chief Executive Officer on April 13, 1992. (2) Prior to his appointment as an executive in May 1992, Mr. Laughlin received compensation as a consultant to the Company. (3) Mr. Weis joined the Company as an executive on December 15, 1991. (4) Ms. Seim rejoined the Company as an executive on June 29, 1992. (5) Mr. Ooley was appointed as an executive officer on September 1, 1992. (6) Mr. Shook resigned as President and Chief Operating Officer effective October 7, 1993. See "Settlement with Loren B. Shook." Footnotes continued next page . . . 2 of 4 Footnotes to Summary Compensation Table (continued) (7) Includes options on 166,328 and 137,500 shares for Messrs. Conte and Shook, respectively, which were repriced on January 29, 1993 in exchange for their forfeiture of options on 332,656 and 275,000 shares, respectively. See "Option/SAR Grants in Last Fiscal Year," "Report on Repricing of Options/SARs" and related table. This repricing was disclosed in the Compensation Committee Report on Executive Compensation in the Company's previous Proxy Statement dated April 20, 1993. (8) Includes $56,528 in life insurance premiums paid by the Company on behalf of Mr. Conte (see "Employment Contracts") and $167,316 deferred compensation (see "Employment Contracts--Retirement Benefits"). (9) Deferred compensation accrued for Messrs. Conte and Shook. See "Employment Contracts--Retirement Benefits." (10) Paid in connection with the resignation of Mr. Shook. An additional $308,078 was paid in fiscal 1994 to Mr. Shook in connection with his resignation. See "Settlement with Loren B. Shook."
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS The "Option/SAR Grants in Last Fiscal Year" table is amended in its entirety as follows: OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation Individual Grants for Option Term - --------------------------------------------------------------------- --------------------- Number of % of Total Securities Options/ Underlying SARs Options/ Granted to Exercise SARs Employees or Base Expira- Granted in Fiscal Price tion Name (#)(1) Year ($/Sh) Date 5% ($) 10% ($) - ---- --------- --------- ------- ------ ------------ -------- Richard L. Conte 400,000(2) 15.13 10.88 1/29/03 2,735,692 6,932,780 50,000 1.89 9.50 5/20/03 298,725 757,028 100,000(3) 3.78 29.50 5/20/03 392,810(5) 1,072,470(5) James R. Laughlin 10,000 .38 10.88 1/29/03 68,392 173,319 30,000 1.13 9.50 5/20/03 179,235 454,217 75,000(3) 2.84 29.50 5/20/03 294,608(5) 804,352(5) Steven S. Weis 10,000 .38 10.88 1/29/03 68,392 173,319 30,000 1.13 9.50 5/20/03 179,235 454,217 75,000(3) 2.84 29.50 5/20/03 294,608(5) 804,352(5) Kay E. Seim 10,000 .38 10.88 1/29/03 68,392 173,319 30,000 1.13 9.50 5/20/03 179,235 454,217 75,000(3) 2.84 29.50 5/20/03 294,608(5) 804,352(5) Ronald L. Ooley 25,000 .94 10.88 1/29/03 170,980 433,299 20,000 .76 9.50 5/20/03 119,490 302,811 40,000(3) 1.51 29.50 5/20/03 157,124(5) 428,988(5) Loren B. Shook 200,000(2) 7.56 10.88 2/28/94(4) 1,367,846 3,466,390 ____________________ (1) Except as disclosed in footnotes 2 and 3, all options vest 20% on the date of grant and on the first day of each of the following four fiscal years. (2) Includes options on 166,328 and 137,500 shares for Messrs. Conte and Shook, respectively, vested immediately upon grant which were repriced in exchange for their forfeiture of options on 332,656 and 275,000 shares, respectively, which had an average exercise price of $25.94 for Mr. Conte and $26.81 for Mr. Shook. The granting of these repriced options was disclosed in the Compensation Committee Report on Executive Compensation in the Company's previous Proxy Statement dated April 20, 1993. (3) A special one-time grant of premium priced nonqualified options ("Converging Options") were granted on May 20, 1993, at an exercise price of $29.50, which is $20.00 above the closing price of the Company's common stock on the New York Stock Exchange on that date. For each year during which the Company meets specific targets or increases total return to shareholders, the exercise price will decrease by $5.00 until the exercise price and the market price of the Company's common stock converge. The exercise price will be fixed at the market Footnotes continued next page . . . 3 of 4 Footnotes to Option/SAR Grants in Last Fiscal Year Table (continued) price on the date of convergence, and the Converging Options will then vest. Thus, the market price must improve above the convergence price before any gain can be realized. If convergence does not occur during the first five years after the grant of the Converging Options, the Converging Options will be cancelled. The intention to grant these Converging Options also was disclosed in the Compensation Committee Report on Executive Compensation in the Company's previous Proxy Statement dated April 20, 1993. (4) See "Settlement with Loren B. Shook." (5) The potential realizable values of the Converging Options are based on the assumption that the Company meets specific targets so that the exercise price of the Converging Options is reduced by $20 ($5 a year over four years) and converge with the market price of the Company's common stock at (i) $11.55, assuming 5% annual appreciation of the Company's common stock, and (ii) $13.90, assuming 10% annual appreciation of the Company's common stock.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT BENEFICIAL OWNERSHIP OF MANAGEMENT The table under this section of Item 12 is amended in its entirety as follows:
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENT OF NAME AS OF 2/28/941 CLASS2 ---- --------------------- ------------ Richard L. Conte 215,798 David L. Dennis 15,000 Hartly Fleischmann 36,665 James R. Laughlin 97,000 Jack H. Lindheimer 35,000 Ronald L. Ooley 22,000 Stephen J. Powers 15,000 Kay E. Seim 36,544 Dana L. Shires 33,250 Robert L. Thomas 10,000 David A. Wakefield 83,006 Steven S. Weis 82,000 All directors and executive 722,263 1.5% officers as a group (14 persons) _____________ (1) Includes shares subject to options granted under the Company's 1989 Stock Incentive Plan which are presently exercisable or which will become exercisable on or before April 29, 1993, as follows: Mr. Conte, 189,796; Mr. Wakefield, 81,881; Ms. Seim, 36,500; Dr. Lindheimer, 35,000; Mr. Fleischmann, 30,765; Dr. Shires, 25,000; Messrs. Dennis and Powers, 15,000; Mr. Thomas, 10,000; Mr. Ooley, 22,000; Mr. Laughlin, 97,000; Mr. Weis, 82,000; and the group, 677,942. Also includes shares held in trust, for which an above listed person acts as trustee. (2) In all cases except the group, the holdings represent less than 1% of the outstanding shares of common stock.
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