1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
STRAYER EDUCATION, INC.
(Name of Subject Company (Issuer))
STRAYER EDUCATION, INC.
(Name of Filing Person (Issuer))
COMMON STOCK
(Title of Class of Securities)
863236105
(CUSIP Number of Class of Securities)
HARRY T. WILKINS
CHIEF FINANCIAL OFFICER
STRAYER EDUCATION, INC.
8550 CINDER BED ROAD
NEWINGTON, VIRGINIA 22122
(703) 339-2558
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
WALTER G. LOHR, JR. TREVOR S. NORWITZ
HOGAN & HARTSON L.L.P. WACHTELL, LIPTON, ROSEN & KATZ
111 SOUTH CALVERT STREET, SUITE 1600 51 WEST 52ND STREET
BALTIMORE, MD 21202 NEW YORK, NY 10019-6150
(410) 659-2700 (212) 403-1000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
--------------------- ----------------------
$212,500,000.00 $42,500.00
* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934, assuming that 8,500,000 shares of Common Stock are purchased at a price
per share of $25.00.
** Previously paid.
[ ]Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
--- ---
Form or Registration No.: N/A Date Filed: N/A
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[ ]Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1. [ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
2
This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule
TO relates to the offer by Strayer Education, Inc., a Maryland corporation (the
"Company"), to purchase up to 8,500,000 shares of Strayer's common stock, $.01
par value per share, at a price per share of $25.00, net to the seller in cash
without interest thereon. Strayer's offer is made on the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 17, 2001 and in
the related Letter of Transmittal, which, as amended or supplemented from time
to time, together constitute the "offer". This Amendment No. 2 to Issuer Tender
Offer Statement on Schedule TO is intended to satisfy the reporting requirements
of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which were previously filed with the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated in this
Amendment No. 2 to Schedule TO by reference, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
ITEM 1. SUMMARY TERM SHEET.
ITEM 4. TERMS OF THE TRANSACTION.
Items 1 and 4 are hereby supplemented and amended as follows:
1. Section 9 of the Offer to Purchase, Source and amount of funds, is
amended by deleting the penultimate sentence of the first paragraph (as
previously amended) and inserting the following in its place:
An aggregate of $ 212.5 million, which includes the proceeds
of the series A convertible preferred stock issuance and $62.5
million from us, was deposited in escrow on March 16, 2001
following the satisfaction of certain conditions to closing of
the transactions contemplated by the series A purchase
agreement. There are limited circumstances in which the series
A purchase agreement may be terminated, in which case the
offer to purchase will be terminated and these funds will not
be released to pay for any shares that have been tendered.
These circumstances involve the failure to satisfy any one of
the following conditions:
- receipt of all required government approvals
- notification of listing of additional shares
with The Nasdaq National Market
- no injunctions or proceedings filed to stop the
closing of the series A purchase by the
Investors
- the filing and effectiveness of an amendment to
our charter and the articles supplementary
creating the rights and preferences of the
series A convertible preferred stock with the
Maryland State Department of Assessments and
Taxation
3
- execution and delivery of a registration rights
agreement between us and the Investors
- delivery of a legal opinion by our outside
counsel
As of May _, 2001, we have received all required government
approvals and we are not aware of the filing of any
injunctions or proceedings to prevent the closing of the
series A purchase. The charter amendment and the articles
supplementary will be filed prior to the Expiration Date, and
we are currently obtaining the necessary signatures to the
registration rights agreement. The contents of the legal
opinion have been agreed upon and we are unaware of any fact
or circumstance that would prevent our counsel from delivering
the opinion at the closing.
4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
STRAYER EDUCATION, INC.
By: /s/ Harry T. Wilkins
--------------------
Name: Harry T. Wilkins
Title: Chief Financial Officer
Dated: May 7, 2001
5
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(a)(1)(A) Form of Offer to Purchase, dated April 17, 2001.*
(a)(1)(B) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on IRS Substitute Form W-9
and Guidelines for Certification of Taxpayer
Identification Number on IRS Substitute Form W-9).*
(a)(1)(C) Form of Notice of Guaranteed Delivery.*
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(2-4) Not applicable.
(a)(5)(A) Text of Press Release issued by Strayer Education, Inc.,
dated November 29, 2000.**
(a)(5)(B) Form of Letter to Stockholders of Strayer Education, Inc.,
dated April 17, 2001, from Robert S. Silberman, President
and Chief Executive Officer of Strayer Education, Inc.*
(b) None.
(d)(1) Support and Option Agreement, dated as of November 28,
2000, by and among Strayer Education, Inc., Ron K.
Bailey, Beverly W. Bailey, and New Mountain Partners, L.P.
and DB Capital Investors, L.P. ***
(d)(2) Preferred Stock Purchase Agreement, dated as of
November 28, 2000, by and among Strayer Education, Inc.,
and New Mountain Partners, L.P. and DB Capital Investors,
L.P. ***
(d)(3) Form of Articles Supplementary of the Company. ***
(g) None.
(h) Not applicable.
* Previously filed on Schedule TO-I on April 17, 2001.
** Previously filed on Schedule TO-C on November 30, 2000.
*** Filed as an annex to the Company's Definitive Proxy Statement filed on
February 14, 2001.