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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUEST EDUCATION CORPORATION
(Name of Subject Company (Issuer))
KAPLAN, INC.
and
ODYSSEY ACQUISITION CORP.
(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Common Stock, Par Value $.01 Per Share
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
74835F 10 2
(CUSIP Number of Class of Securities)
Veronica Dillon, Esq.
Kaplan, Inc.
Legal Department, 23rd Floor
888 Seventh Avenue
New York, New York 10106
(212) 492-5825
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of the Filing
Persons)
Copies to:
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
(415) 773-5797
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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Not Applicable Not Applicable
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[_]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: ______________ Filing Party: ________________________
Form or Registration No.: ____________ Date Filed: __________________________
[X]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:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]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: [_]
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Contacts: Guyon Knight For Immediate Release
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Washington Post Company June 27, 2000
202-334-6642
Melissa Mack
Kaplan, Inc.
212-492-5849
Vince Pisano
Quest Education Corporation
770-510-2000
THE WASHINGTON POST COMPANY'S
KAPLAN, INC., SUBSIDIARY WILL ACQUIRE QUEST EDUCATION
IN ALL-CASH TENDER OFFER
WASHINGTON - Kaplan, Inc., a subsidiary of The Washington Post Company (NYSE:
WPO), has agreed to acquire all the outstanding shares of Quest Education
Corporation (NASDAQ: QEDC), a leading provider of post-secondary education, for
$18.35 per share, the companies announced today. The total purchase price,
including related transaction fees, is expected to be approximately $165
million.
Under the agreement, a wholly-owned subsidiary of Kaplan will commence a
tender offer within the next five business days. Assuming the 51 percent (or
more) of Quest's outstanding shares are tendered, regulatory approvals are
received, and other closing conditions are satisfied, the transaction is
expected to close in late July.
The Washington Post Company said the transaction will be financed primarily
through additional borrowings.
- more -
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2
"Quest is an excellent company with experienced management and a bright
future," said Donald E. Graham, chairman and chief executive officer of The
Washington Post Company. "With this acquisition - Kaplan's largest - Kaplan
becomes an even more important and diverse education company."
"This is an important strategic move for Kaplan that will support our goal
of helping individuals acquire the skills they need to succeed in school and in
their careers," said Jonathan Grayer, president and chief executive officer of
Kaplan. "We will now be able to offer an even broader spectrum of services,
including regionally-accredited associate and baccalaureate degrees, to a much
wider array of potential students."
Gary Kerber, president and chief executive officer of Quest, said: "This
is an exceptional opportunity for Quest. Kaplan has the resources and depth of
expertise in critical areas such as technology, curriculum development, teacher
training, and customer service to help us maximize our growth potential."
Headquartered in Atlanta, Quest currently serves more than 13,400 students
in 30 schools located in 11 states. The company's schools offer bachelor
degrees, associate degrees, and diploma programs designed to provide students
with the knowledge and skills necessary to qualify them for entry-level
employment, primarily in the fields of health care, business, and information
technology. Its programs cover ten of the 15 fastest growing occupations
(measured by percentage growth from 1994 through 2005), as projected by the U.S.
Department of Labor. For the year ending March 31, 2000, Quest had $115 million
in net revenues, net income of $7.5 million, and earnings per share (on a
diluted basis) of $0.91.
"We believe that Gary and his team have built an excellent company," added
Mr. Grayer. "We look forward to having them continue in their roles as we add
new customers to existing programs, develop new offerings, and expand to new
locations. In addition, we will adapt appropriate Quest and Kaplan content for
online delivery to a variety of audiences."
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3
Kaplan, Inc. (www.kaplan.com) is a premier provider of educational and
career services for individuals, schools, and businesses. Kaplan offers test
prep and admissions services (www.kaptest.com); K-12 educational programs for
kids and parents through SCORE! Learning, Inc., and eSCORE.com; on-site
education and professional development at schools and universities; books and
software; professional education services; and an extensive array of distance
learning programs (www.KaplanCollege.com). Kaplan is also the largest
shareholder in BrassRing, Inc. (www.BrassRing.com), the business-to-business
recruitment and hiring company that helps employers find and hire the right
candidates faster.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF QUEST EDUCATION CORPORATION. AT THE TIME THE OFFER IS
COMMENCED KAPLAN WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION ("SEC") AND QUEST WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH RESPECT TO THE OFFER. QUEST STOCKHOLDERS ARE ADVISED TO READ THE
TENDER OFFER STATEMENT REGARDING THE ACQUISITON OF QUEST REFERENCED IN THIS
PRESS RELEASE, AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT. THE
TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THESE DOCUMENTS WILL BE
MADE AVAILABLE TO ALL STOCKHOLDERS OF QUEST, AT NO EXPENSE TO THEM. THESE
DOCUMENTS ALSO WILL BE AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV.
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