Bostic R Steven – ‘DFAN14A’ on 5/17/06 re: Career Education Corp

On:  Wednesday, 5/17/06, at 4:42pm ET   ·   Effective:  5/17/06   ·   Accession #:  914121-6-1815   ·   File #:  0-23245

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Additional Definitive Non-Management Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Definitive, Non-Mgnt Proxy Soliciting Materials        6     18K 

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SCHEDULE 14A

 INFORMATION REQUIRED IN PROXY STATEMENT
 SCHEDULE 14 INFORMATION

Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act of 1934

Filed by the registrant [ ]                                                     

Filed by party other than the registrant [X]                                    

Check the appropriate box:                                                      

[ ]   Preliminary Proxy Statement                                               

[ ]   Confidential, for Use of the Commission Only (as permitted by Rule        
14a-6(e)(2))                                                        

[ ]   Definitive Proxy Statement                                                

[X]   Definitive Additional Materials                                           

[ ]   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12             

 CAREER EDUCATION CORPORATION.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

 BOSTIC R STEVEN
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[X]   No fee required                                                           

[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11   

(1)   Title of each class of securities to which transaction applies:           

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(2)   Aggregate number of securities to which transactions applies:             

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(3)   Per unit price or other underlying value of transaction computed pursuant 
to Exchange Act Rule 0-11:                                          

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(4)   Proposed maximum aggregate value of transaction:                          

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(5)   Total fee paid                                                            

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[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid   
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

(1)   Amount Previously Paid:                                                   

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(2)   Form, Schedule or Registration Statement no.:                             

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(3)   Filing Party:                                                             

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(4)   Date Filed:                                                               

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Steve Bostic issued the following press release on May 17, 2006:                

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FOR IMMEDIATE RELEASE                                                           

 Steve Bostic Urges Career Education Corporation Management to Address
Unanswered Questions

 Urges Fellow Stockholders to Vote the BLUE Proxy Card to Protect the Value of
their Investment

SEA ISLAND, GA, May 17, 2006 -- Steve Bostic, the beneficial owner of           
approximately 1% of the outstanding stock of Career Education Corporation (CEC  
or NASDAQ: CECO), today issued the following letter to his fellow stockholders. 
The letter urges Career Education Corporation's management to address numerous  
unanswered questions and urges stockholders to vote for the alternative slate of
directors, comprised of James Copeland, William Ide and himself, in order to    
ensure effective Board oversight, and restore integrity and sound educational   
values to the company:                                                          

Dear Fellow Stockholder,                                                        

Ever since American InterContinental University ("AIU") was placed on probation 
by the Southern Association of Colleges and Schools ("SACS") in December 2005,  
management of Career Education Corporation ("CEC") have maintained that they are
working diligently to resolve AIU's accreditation troubles. Jack Larson has told
stockholders that a third-party assessment addressing SACS' recommendations     
would be completed by March 2006.                                               

Then how can it be that, as reported in The London Times on April 28, 2006, AIU 
London, a SACS accredited institution, became the only institution in history to
fail a Quality Assurance Agency ("QAA") routine inspection? How can the Board   
explain the discrepancy between the measures they claim to be taking and results
like AIU London's historic failed audit?                                        

The bottom line is that AIU remains on probation, threatening its accreditation 
and jeopardizing CEC's principal asset. In light of this, stockholders must ask 
themselves whether Jack Larson and his Board will be able to regain the trust of
SACS and save AIU's accreditation.                                              

On February 8, 2006, I sent a letter to Jack Larson asking seven questions:     

     (1)   What changes do you plan to make in the oversight structure of CEC,
           and its constituent institutions, and in their operating practices,
         in order to correct past regulatory violations; assure regulatory
     compliance going forward; and instill and maintain an ethical
         corporate culture consistent with the Sarbanes-Oxley Act of 2002?

   (2)   What changes have you made or do you plan to make specifically in
         the areas of marketing, admissions and financial aid with respect
to: (i)                                                 

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         operating policies and practices; (ii) personnel working in those
       areas; (iii) reporting relationships; (iv) regulatory audits or
reviews; and (v) disciplinary actions?                  

      (3)   What are the specific steps that AIU is taking in its "comprehensive
         action plan", which was mentioned in CEC's January 17, 2006 press
            release, to meet the Commission on Colleges of SACS criteria in each
            of the core academic and operational areas that have been identified
as being deficient?                                     

 (4)   What changes do you plan to make to CEC's administration of its
            private loan programs to curb the loss of loan repayment revenue and
            to improve the accuracy of the reporting of loan status and bad debt
expense?                                                

    (5)   What changes do you plan to make to the systems and practices that
         CEC uses to capture data and prepare reports to regulatory bodies
      and the public on key educational measures, in order to ensure
        accuracy in CEC's reported enrollment, retention, graduation and
placement statistics?                                   

    (6)   What changes do you plan to make in CEC's academic and operational
           practices, including student services, to improve student retention
and graduation rates?                                   

      (7)   What changes do you plan to make in CEC's human resources management
          policies and practices to improve employee morale, provide faculty
      and employee training and development and to build loyalty and
increase the retention of valuable employees?           

Jack Larson publicly stated that CEC intended to address many of my questions   
during its February 15th earnings call. Yet despite this undertaking, and       
despite all of CEC's communications with its stockholders during the last       
several months, including not one but two earnings calls and hundreds of        
thousands of dollars of stockholders' money spent on a recent media blitz, Jack 
Larson and his Board have not specifically answered the questions that I posed  
over three months ago.                                                          

Moreover, regardless of what management may be telling stockholders about U.S.  
Department of Education ("DOE") Title IV financial aid issues, DOE restrictions 
against CEC expanding with new campuses are "substantially still in place       
today," as stated by a DOE spokeswoman in the Wall Street Journal on May 8,     
2006.                                                                           

Jack Larson and his Board have dismissed these serious threats to the health and
value of CEC with the same spin that allowed Jack Larson to state "[w]e have    
received a great deal of positive feedback from investors about our operation   
performance, and there has been a clear expression of support for our current   
management and board of directors," just six days after CEC's stockholders cast 
what ISS called the "highest ever recorded" withhold vote against management's  
director nominees at CEC's 2005 Annual Meeting. Stockholders should be insulted 
by the fact that Jack Larson and his Board believe they                         

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are so gullible. However, from personally working with SACS for years, I can    
assure you that the regulators will not be fooled by meaningless rhetoric.      

DO NOT PLAY RUSSIAN ROULETTE WITH THE VALUE OF YOUR INVESTMENT!                 

During my tenure as President of AIU, the university was fully accredited by    
SACS, and at no time did SACS take negative action against AIU as it has done in
the past with AIU's former "warning" status and now with AIU's probation status,
the most severe action short of revocation of membership - all of which occurred
under the watch of Jack Larson and his Board. My past record of managing AIU's  
relationship with SACS demonstrates that I have the credibility and judgment    
that is needed to help guide CEC through a Board-initiated transformation effort
that can resolve the problems identified by SACS and restore its trust in AIU.  

James E. Copeland, Jr. is the former CEO of Deloitte & Touche LLP, and his      
extensive accounting experience would benefit the Company in light of recent    
restatements and deficiencies in internal controls.                             

R. William Ide is the former President of the American Bar Association and is a 
current member of the board of trustees of Clark-Atlanta University, a SACS     
accredited institution, which makes him well-placed to restore sound educational
values at CEC.                                                                  

VOTE TO PROTECT THE VALUE OF YOUR INVESTMENT

SIGN, DATE AND RETURN YOUR BLUE PROXY CARD TODAY

Even if you have already returned a white management card, you have every right 
to change your vote by sending in a later-dated BLUE proxy. Only your latest    
dated proxy will count.                                                         

Thank you for your support.                                                     

Sincerely,                                                                      
/s/                                                                             
Steve Bostic                                                                    

 IMPORTANT

If your shares are held in your own name, please sign, date and return the
BLUE proxy card today. If your shares are held in "Street-Name," only your
 broker or bank can vote your shares and only upon your specific
instructions. Please return the BLUE proxy card to your broker or bank and
 contact the person responsible for your account to ensure that a BLUE proxy
is voted on your behalf.

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Do not sign any White proxy card you may receive from CEC.

 If you have any questions, or need assistance in voting your shares, please
 contact the firm assisting us in the solicitation of proxies:

INNISFREE M&A INCORPORATED

 TOLL-FREE: (877) 750-9499

Banks and Brokers call collect: (212) 750-5833

 ###

Media Inquiries:                                                                

Peter Duda                                                                      
Weber Shandwick                                                                 
212-445-8213                                                                    
pduda@webershandwick.com                                                        

J.J. Rissi                                                                      
Weber Shandwick                                                                 
917-587-7090                                                                    
jjrissi@webershandwick.com                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DFAN14A’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		5/17/06		2		3			8-K,  DEFA14A,  DFAN14A
		5/8/06		4
		4/28/06		3
		2/8/06		3
		1/17/06		4					8-K
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