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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
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
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Strayer Education, Inc.
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(Name of Registrant as Specified In Its Charter)
Strayer Education, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i)(4) 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 transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1/
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4) Proposed maximum aggregate value of transaction:
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1/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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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Notes:
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Information Concerning Participants
Strayer Education, Inc., its directors, executive officers and
certain other members of management and employees may be soliciting proxies from
Strayer stockholders. Additional information concerning the interests of such
participants in the proposed transactions, if any, will be included in a proxy
statement or statements and other relevant documents expected to be filed with
the SEC by Strayer.
These communications include certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations and are
naturally subject to uncertainty and changes in circumstances. Actual results
may vary materially from the expectations contained herein. The forward-looking
statements in this document include statements about future financial and
operating results and the proposed Strayer/New Mountain transaction. The
following factors, among others, could cause actual results to differ materially
from those described herein: inability to obtain, or meet conditions imposed
for, regulatory approvals for New Mountain's investment in Strayer and the
proposed tender offer; failure of Strayer's stockholders to approve the
transaction; there can be no assurance that the contemplated advantages will be
achieved upon any consummation of the transaction, the costs related to the
transaction; and other economic, business, competitive and/or regulatory factors
affecting Strayer's business generally. More detailed information about those
factors is set forth in Strayer's filings with the Securities and Exchange
Commission, including its Annual Report filed on Form 10-K for the fiscal year
ended 1999, especially in the Management's Discussion and Analysis section, and
its most recent quarterly reports on Form 10-Q. Strayer is under no obligation
to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future events
or otherwise.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND THE TENDER
OFFER STATEMENT RELATING TO THE FOREGOING TRANSACTION TO BE FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THE PROXY STATEMENT, TENDER
OFFER STATEMENT AND OTHER DOCUMENTS FILED BY STRAYER WITH THE SEC MAY BE
OBTAINED WHEN THEY BECOME AVAILABLE FOR FREE AT THE SEC'S WEB SITE, WWW.SEC.GOV.
THE PROXY STATEMENT, TENDER OFFER STATEMENT AND THESE OTHER DOCUMENTS MAY ALSO
BE OBTAINED FOR FREE FROM STRAYER. REQUESTS TO STRAYER MAY
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BE DIRECTED TO 8550 CINDER BED ROAD, POST OFFICE BOX 1310, NEWINGTON, VA 22122,
ATTENTION: INVESTOR RELATIONS.
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EXHIBIT INDEX
EXHIBIT 99.1 Press Release dated November 29, 2000
