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EXHIBIT (a)(3)
LETTER TO STOCKHOLDERS
June 28, 2000
[LOGO APPEARS HERE] Quest Education Corporation
1400 Hembree Road, Suite 100
Roswell, GA 30076
To the Stockholders of Quest Education Corporation:
I am pleased to report that on June 26, 2000, Quest entered into a merger
agreement with Odyssey Acquisition Corp., a wholly-owned subsidiary of Kaplan,
Inc. Kaplan is a wholly-owned subsidiary of The Washington Post Company. The
merger agreement provides for the acquisition of all outstanding shares of
Quest common stock by Odyssey at a price of $18.35 per share, net to the
seller in cash, without interest. Under the terms of the proposed transaction,
Odyssey has commenced a tender offer for all of the outstanding shares of
common stock at $18.35 per share, net to the seller in cash, without interest.
The offer is conditioned upon, among other things, at least 51% of Quest's
outstanding shares, determined on a fully-diluted basis, being validly
tendered and not withdrawn prior to the expiration of the offer. The offer is
currently scheduled to expire at 12:00 midnight, New York City time, on
Wednesday, July 26, 2000, unless otherwise extended.
Following the successful completion of the offer and upon approval by a
stockholder vote, if required, Odyssey will be merged with and into Quest and
each share of common stock not purchased in the offer will be converted into
the right to receive $18.35 per share in cash, without interest, an amount in
cash equal to the amount paid pursuant to the offer.
Your Board of Directors has unanimously approved the merger agreement, the
offer and the merger, determined that the offer and the merger are fair to,
and in the best interests of, the holders of shares of common stock and
recommends that all holders of shares of common stock tender their shares of
common stock pursuant to the offer.
Accompanying this letter is a copy of Quest's Solicitation/Recommendation
Statement on Schedule 14D-9 and Quest's Information Statement pursuant to
Section 14(f) of the Securities Exchange Act of 1934, as amended, each filed
by Quest with the Securities and Exchange Commission. The Board of Directors
of Quest has received an opinion, dated June 26, 2000, of Donaldson, Lufkin &
Jenrette Securities Corporation, financial advisor to Quest, that the $18.35
per share cash consideration to be paid in the offer and the merger to the
holders of shares of Quest common stock is fair, from a financial point of
view, to such holders. A copy of this opinion is attached to the Schedule 14D-
9.
Also accompanying this letter is a copy of the offer to purchase and related
materials of Odyssey, including a letter of transmittal for use in tendering
your shares of common stock. These documents set forth the terms and
conditions of the offer and provide instructions for tendering your shares of
common stock.
We urge you to read each of the enclosed materials carefully.
The management and directors of Quest thank you for the support you have
given Quest.
Sincerely,
Quest Education Corporation
Gary D. Kerber
Chairman of the Board, President and
Chief Executive Officer
