<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ____)*
Quest Education Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(including the associated preferred stock purchase rights)
________________________________________________________________________________
(Title of Class of Securities)
74835F 10 2
_______________________________________________________________
(CUSIP Number)
Veronica Dillon, Esq.
Kaplan, Inc.
Legal Department, 23rd Floor
888 Seventh Avenue
New York, New York 10106
(212) 492-5825
John F. Seegal, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
(415) 773-5797
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 26, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_]. Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
----------------------------
CUSIP No. 74835F 10 2
----------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
THE WASHINGTON POST COMPANY
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 DELAWARE
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,324,853
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,324,853
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 2,324,853
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 26.4 %
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
---------------------------
CUSIP No. 74835F 10 2
---------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
KAPLAN, INC.
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,324,853
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,324,853
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,324,853
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
-----------------------------
CUSIP No. 74835F 10 2
-----------------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
ODYSSEY ACQUISITION CORP.
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,324,853
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,324,853
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,324,853
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.4%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
---------------------------
CUSIP No. 74835F 10 2
---------------------------
Introduction
This Report is filed by The Washington Post Company ("The Post"),
Kaplan, Inc. ("Parent") and Odyssey Acquisition Corp. ("Purchaser") on Schedule
13D with respect to the Common stock, par value $0.01 per share (the "Common
Stock"), together with the associated preferred share purchase rights (the
"Rights", and together with the Common Stock, the "Shares") of Quest Education
Corporation (the "Company").
The descriptions contained in this Report of certain agreements and
documents are qualified in their entirety by reference to the complete text of
such agreements and documents filed as Exhibits hereto or incorporated herein by
reference.
No Shares have been purchased, directly or indirectly, by The Post,
Parent or Purchaser. The Post, Parent and Purchaser are making this filing
solely because they may be deemed to have beneficial ownership of the Shares
reported herein pursuant to the Tender and Voting Agreement (as defined below)
and the Tender and Option Agreement (as defined below).
Item 1 - Security and Issuer
This Report is filed with respect to the Common stock, par value $0.01
per share, together with the associated preferred share purchase rights, of the
Company. The principal executive offices of the Company are located at 1400
Hembree Road, Suite 100, Roswell, GA 30076.
Item 2 - Identity and Background
This Statement is filed by The Post, Parent and Purchaser, each a
Delaware corporation. The principal place of business and principal office of
The Post is 1150 15th Street, N.W., Washington, D.C. 20016. The principal
place of business and principal office of each of Parent and Purchaser is
located at 888 Seventh Avenue, New York, NY 10106. The Post is the publisher of
newspapers, including The Washington Post. Parent, a wholly-owned subsidiary of
The Post, is a provider of educational and career services for individuals,
schools and businesses. Purchaser, which is a wholly-owned subsidiary of
Parent, was formed for the purpose of consummating a cash tender offer, followed
by a merger, to acquire all of the issued and outstanding Shares.
During the last five years, neither The Post, Parent nor Purchaser,
nor, to the best of their knowledge, any of the persons listed on Schedule 1
hereto has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During the last five years, neither The Post, Parent nor Purchaser,
nor, to the best of their knowledge, any of the persons listed on Schedule 1
hereto has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding a violation with respect to such laws.
<PAGE>
Item 3 - Source and Amount of Funds or Other Consideration
No Shares have been purchased, directly or indirectly, by Purchaser,
Parent or The Post. Rather, as an inducement and a condition to Parent and
Purchaser entering into the Agreement and Plan of Merger, dated as of June 26,
2000, among Parent, Purchaser and the Company (the "Merger Agreement"), certain
officers and inside directors of the Company have entered into the Tender and
Option Agreement with Officers & Inside Directors, dated as of June 26, 2000
with the Purchaser (the "Tender and Option Agreement"), and certain outside
directors and certain stockholders of the Company have entered into the Tender
and Voting Agreement with Outside Directors & Certain Stockholders, dated as of
June 26, 2000 with the Purchaser (the "Tender and Voting Agreement"). Pursuant
to the Tender and Voting Agreement, certain stockholders have agreed to tender
their respective Shares in the Offer and vote such Shares in favor of the Merger
Agreement. In addition to making the agreements described in the preceding
sentence, the stockholder parties to the Tender and Option Agreement have also
agreed to grant the Purchaser an option to purchase their Shares at the same
price being paid for Shares in the tender offer being conducted by Purchaser for
Shares (the "Tender Offer").
Item 4 - Purpose of Transaction
Purchaser entered into the Tender and Voting Agreement and the Tender
and Option Agreement in order to facilitate the merger of Purchaser and the
Company pursuant to the Merger Agreement (the "Merger"). Purchaser has
commenced the Tender Offer to purchase all of the issued and outstanding Shares.
Following completion of the Tender Offer, and subject to satisfaction of certain
conditions, Purchaser would merge with and into the Company.
Pursuant to the Tender Offer and the Merger described above, Purchaser
intends to acquire 100% of the Shares. Purchaser has certain rights to appoint
directors to the Company's board of directors pursuant to the Merger Agreement.
After the Merger, Parent will have the right to appoint all of the Company's
directors. In the Merger, each Share will be cancelled and each share of Common
Stock, par value $0.01 per share, of the Purchaser issued and outstanding
immediately prior to the Merger, will be converted into one share of Common
Stock, par value $0.01 per share, of the Company as the survivor of the Merger.
At the effective time of the Merger, the Certificate of Incorporation and Bylaws
of the Purchaser in effect immediately prior to such time shall become the
Certificate of Incorporation and Bylaws of the Company as the survivor of the
Merger. Parent intends to delist the Shares from Nasdaq and terminate the
registration of the Shares under the Exchange Act once the Shares no longer meet
the requirements of listing and registration, respectively.
Item 5 - Interest in Securities of the Issuer
The Post, Parent and Purchaser may be deemed to beneficially own
2,324,853 shares of the Common Stock, par value $0.01 per share, together with
the associated preferred share purchase rights of the Company, as a result of
entering into the Tender and Voting Agreement and the Tender and Option
Agreement, which, based on calculations made in accordance with Rule 13d-3
promulgated under the Exchange Act and there being 7,964,283 Shares outstanding
on June 26, 2000 (as represented to Parent and Purchaser by the Company in the
Merger Agreement) and 829,835 options held by the Stockholder Parties (as
defined below) (as represented by such parties in the Tender and Voting
Agreement and the Tender and Option Agreement), represents approximately 26.4%
of the outstanding Shares. To the knowledge of The Post, Parent and Purchaser,
none of the persons identified in Schedule 1 beneficially owns any securities of
the Company.
<PAGE>
As a result of entering into the Tender and Voting Agreement and the
Tender and Option Agreement, The Post, Parent and Purchaser may be deemed to
have shared power to vote or to direct the vote, and shared power to dispose or
to direct the disposition, of the Shares herein reported as beneficially owned
by them.
The stockholder parties to the Tender and Voting Agreement and the
Tender and Option Agreement (the "Stockholder Parties") share the power to vote
and to dispose of the Shares herein reported as beneficially owned by The Post,
Parent and Purchaser. The following paragraphs provide the applicable
information required by Item 2 with respect to each of the Stockholder Parties,
which information is based on information disclosed by the Company and the
Stockholder Parties in their respective public filings with the Securities and
Exchange Commission and on information provided by the Stockholder Parties to
The Post, Parent and Purchaser:
Gary D. Kerber is a citizen of the United States whose principal
business address is 1400 Hembree Road, Suite 100, Roswell, Georgia 30076. Mr.
Kerber's principal occupation is being President, Chief Executive Officer and a
Director of the Company.
Vince Pisano is a citizen of the United States whose principal
business address is 1400 Hembree Road, Suite 100, Roswell, Georgia 30076. Mr.
Pisano's principal occupation is being Vice President of Finance and Chief
Financial Officer of the Company.
Gerald T. Kosentos is a citizen of the United States whose principal
business address is 1400 Hembree Road, Suite 100, Roswell, Georgia 30076. Mr.
Kosentos' principal occupation is being Vice President of Operations of the
Company.
Elaine Neely-Eacona is a citizen of the United States whose principal
business address is 1400 Hembree Road, Suite 100, Roswell, Georgia 30076. Ms.
Neely-Eacona's principal occupation is being Vice President of Financial Aid of
the Company.
K. Terry Guthrie is a citizen of the United States whose principal
business address is 1400 Hembree Road, Suite 100, Roswell, Georgia 30076. Mr.
Gutherie's principal occupation is being Director of Accreditation of the
Company.
A. William Benham, Jr. is a citizen of the United States whose
principal business address is 1400 Hembree Road, Suite 100, Roswell, Georgia
30076. Mr. Benham's principal occupation is being Controller of the Company.
Richard E. Kroon is a citizen of the United States whose principal
business address is 277 Park Avenue, New York, NY 10172. Mr. Kroon's principal
occupation is being Chairman and Managing Partner of the Sprout Group.
Robert J. Cresci is a citizen of the United States whose principal
business address is One Rockefeller Plaza, New York, NY 10020. Mr. Cresci's
principal occupation is being Managing Director of Pecks Management Partners
Ltd.
Carl S. Hutman is a citizen of the United States whose principal
business address is 3265 NW 62nd Lane, Boca Raton, FL 33496. Mr.Hutman's
principal occupation is being President of Anlyn Advisers, Inc.
<PAGE>
William D. Ford is a citizen of the United States whose principal
address is 312 8th Street SE, Washington, D.C. 20003-2019. Mr. Ford is retired.
DLJ Venture Capital Fund II, L.P., a Delaware limited partnership, is
a venture capital fund. The address of its principal business and office is 277
Park Avenue, New York, NY 10172.
Sprout Capital V, a Delaware limited partnership, is a venture capital
fund. The address of its principal business and office is 277 Park Avenue, New
York, NY 10172.
Sprout Technology Fund, a Delaware limited partnership, is a venture
capital fund. The address of its principal business and office is 277 Park
Avenue, New York, NY 10172.
To the knowledge of The Post, Parent and Purchaser, none of the
persons or entities listed in response to this Item 5(b) nor any executive
officer, director or controlling person of any of them, has, during the last
five years, been convicted in any criminal proceeding excluding traffic
violations or similar misdemeanors.
To the knowledge of The Post, Parent and Purchaser, none of the
persons or entities listed in response to this Item 5 nor any executive officer,
director or controlling person of any of them, has, during the last five years,
been a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction as a result of which it was or is subject to a judgement,
decree or final order enjoining violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or fining any violation
with respect to such laws.
Neither The Post, Parent, Purchaser nor, to their knowledge, any of
the persons identified on Schedule 1 has effected any transactions in Shares
during the past 60 days, except for Ross Hamachek, Parent's Chief Financial
Officer. On May 15, 2000, Mr. Hamachek purchased 6,000 Shares for a total of
$49,500. Prior to the commencement of discussions with the Company, Mr.
Hamachek sold 3,000 Shares on May 25, 2000 and 3,000 Shares on May 26, 2000 for
a total of $56,262.
To the knowledge of The Post, Parent and Purchaser, only the
Stockholder Parties have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares reported herein
as beneficially owned by The Post, Parent and Purchaser.
Item 6 - Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Reference is made to the Introduction and Item 5 of this Statement,
which are incorporated herein by reference, for the description of the
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 of this Statement and between such persons and
any person with respect to any securities of the Issuer, including but not
limited to the transfer or voting of any of the securities, finder fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
<PAGE>
Item 7 - Material to be Filed as Exhibits
Exhibit 1 Agreement and Plan of Merger, dated as of June 26,
2000, among Kaplan, Inc., Odyssey Acquisition Corp. and
Quest Education Corporation.
Exhibit 2 Tender and Voting Agreement with Outside Directors &
Certain Stockholders, dated as of June 26, 2000,
between Odyssey Acquisition Corp. and certain outside
directors and stockholders of Quest Education
Corporation.
Exhibit 3 Tender and Option Agreement with Officers & Inside
Directors, dated as of June 26, 2000, between Odyssey
Acquisition Corp. and certain officers and inside
directors of Quest Education Corporation.
<PAGE>
SCHEDULE 13D
-------------------------------
CUSIP No. 74835F 10 2
-------------------------------
Signature
After reasonable 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.
THE WASHINGTON POST COMPANY
/s/ John B. Morse, Jr.
Date: July 6, 2000 _________________________________
John B. Morse, Jr.
Vice President-Finance
KAPLAN, INC.
/s/ Jonathan N. Grayer
Date: July 6, 2000 _________________________________
Jonathan N. Grayer
President and Chief Executive Officer
Officer
ODYSSEY ACQUISITION CORP.
/s/ Jonathan N. Grayer
Date: July 6, 2000 _________________________________
Jonathan N. Grayer
President and Chief Executive Officer
<PAGE>
SCHEDULE 1
INFORMATION WITH RESPECT TO DIRECTORS
AND EXECUTIVE OFFICERS OF
THE POST, PARENT AND PURCHASER
1. Directors and Executive Officers of Parent.
The following table sets forth the name, current business address, citizenship
and current principal occupation or employment, and material occupations,
positions, offices or employment and business addresses thereof for the past
five years of each director and executive officer of The Post. All of the
persons listed below are citizens of the United States. Unless otherwise
indicated, the current business address of each person is 1150 15th Street,
N.W., Washington, D.C. 20016.
<TABLE>
<CAPTION>
Current Principal Occupation or
Name and Employment; Material Positions
Current Business Address Held During the Past Five Years
Citizenship and Business Addresses Thereof
------------------------------------------ -------------------------------------------------------------------
<S> <C>
Warren E. Buffet Mr. Buffet. a Director of The Post, has for more than fourteen
years been Chairman of the Board and Chief Executive Officer of
Berkshire Hathaway, Inc. His principal business address is 1440
Kiewit Plaza, Omaha, NE 68131.
George J. Gillespie, III Mr. Gillespie, a Director of The Post, has since 1963 been a
partner in Cravath, Swaine & Moore. His principal business
address is 825 Worldwide Plaza, 825 Eighth Avenue, New York, NY
10019.
Donald E. Graham Donald E. Graham has been Chairman of the Board of The
Washington Post Company since September 1993 and Chief Executive
Officer since May 1991. Mr. Graham served as President of The
Washington Post Company from May 1991 until September 1993 and
prior to that had been a Vice President for more than five
years. Mr. Graham also is Publisher of The Washington Post,
having occupied that position since 1979.
Katharine Graham Mrs. Graham, a Director of The Washington Post Company, has been
Chairman of the Executive Committee since September 1993.
William J. Ruane Mr. Ruane, a Director of The Washington Post Company, has for
more than twelve years been Chairman of the Board of Ruane,
Cunniff & Co., Inc., an investment management firm, and Sequoia
Fund, Inc., a mutual fund. His principal business address is 767
Fifth Avenue, Suite 4701, New York, NY 10153.
Richard D. Simmons Mr. Simmons, a Director of The Washington Post Company, has been
retired since June 1991; prior to his retirement he had been
President and Chief Operating Officer of the Company for nearly
ten years. His principal business address is 105 North
Washington Street, Suite 202, Alexandria, VA 22314.
George W. Wilson Mr. Wilson, a Director of The Washington Post Company, has for
more than nineteen years been President and Chief Executive
Officer of Newspapers of New England, Inc., Newspapers of
</TABLE>
<PAGE>
<TABLE>
<S> <C>
New Hampshire, Inc., Newspapers of Massachusetts, Inc. and
President of the Concord Monitor, which is published in
Concord, N.H. His principal business address is Box 1177,
Concord, NH 03302-1177.
Daniel B. Burke Mr. Burke, a Director of The Washington Post Company, has been
retired since February 1994; prior to his retirement he had been
President and Chief Executive Officer of Capital Cities/ABC,
Inc., a leading media company. His principal business address
is 77 West 66th Street, New York, NY 10023-6298.
Ralph E. Gomory Mr. Gomory, a Director of The Washington Post Company, has since
1989 been President of the Alfred P. Sloan Foundation, a
charitable foundation. His principal business address is 630
Fifth Avenue, New York, NY 10111-0242.
Donald R. Keough Mr. Keough, a Director of The Washington Post Company, has been
Chairman of Allen & Company Incorporated since April 1993
following his retirement as President, Chief Operating Officer
and a director of The Coca-Cola Company, a major international
beverage company.
Diana M. Daniels Ms. Daniels has been Vice President and General Counsel of the
Company since November 1988 and Secretary of the Company since
September 1991.
Beverly R. Keil Mrs. Keil, a Director of Parent, has been a Vice President of
The Washington Post Company since 1986. From 1982 through 1985,
she was Director of Human Resources for The Washington Post
Company.
John B. Morse, Jr. Mr. Morse has been Vice President-Finance of the Company since
November 1989. He joined the Company as Vice President and
Controller in July 1989, and prior to that had been a partner of
Price Waterhouse.
</TABLE>
2. Directors and Executive Officers of Parent.
The following table sets forth the name, current business address, citizenship
and current principal occupation or employment, and material occupations,
positions, offices or employment and business addresses thereof for the past
five years of each director and executive officer of Parent. All of the persons
listed below are citizens of the United States. Unless otherwise indicated, the
current business address of each person is 888 Seventh Avenue, New York, New
York 10106.
<TABLE>
<CAPTION>
Current Principal Occupation or
Name and Employment; Material Positions
Current Business Address Held During the Past Five Years
Citizenship and Business Addresses Thereof
-------------------------------------- ----------------------------------------------------------------
<S> <C>
Jonathan N. Grayer Jonathan N. Grayer has been President and Chief Executive
Officer of Parent since July 1994 and a Director of Parent since
January 1995. Her also serves on the Board of Directors of
Walden Media and Information Technology Fund, L.P. and
VarsityBooks.com Inc.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Ross Hamachek Ross Hamachek has been Senior Vice President and Chief Financial
Officer of Parent since March 2000. He joined Parent in August
1999 as a Senior Vice President Corporate Strategy. For more
than five years before joining Parent, he was Vice President of
Planning and Development for The Washington Post Company.
Andrew Rosen Andrew Rosen has been Executive Vice President and Chief
Operating Officer of Parent since February 1998. From 1995 to
1998, he was a Vice President and then Executive Vice President
of Parent.
Robert Greenberg Robert Greenberg has been Executive Vice President of Parent
since 1996. From 1995 to 1996, he was Vice President of Parent.
Donald E. Graham Donald E. Graham, a Director of Parent, has been Chairman of the
Board of The Washington Post Company since September 1993 and
Chief Executive Officer since May 1991. Mr. Graham served as
President of The Washington Post Company from May 1991 until
September 1993 and prior to that had been a Vice President for
more than five years. Mr. Graham also is Publisher of The
Washington Post, having occupied that position since 1979.
Beverly R. Keil Beverly R. Keil, a Director of Parent, has been a Vice President
of The Washington Post Company since 1986. From 1982 through
1985, she was Director of Human Resources for The Washington
Post Company.
</TABLE>
3. Directors and Executive Officers of Purchaser.
The following table sets forth the name, current business address, citizenship
and current principal occupation or employment, and material occupations,
positions, offices or employment and business addresses thereof for the past
five years of each director and executive officer of Purchaser. All of the
persons listed below are citizens of the United States. Unless otherwise
indicated, the current business address of each person is 888 Seventh Avenue,
New York, New York 10106.
<TABLE>
<CAPTION>
Current Principal Occupation or
Name and Employment; Material Positions
Current Business Address Held During the Past Five Years
Citizenship and Business Addresses Thereof
---------------------------------------- -----------------------------------------------------------------
<S> <C>
Jonathan N. Grayer Jonathan N. Grayer, a Director of Purchaser, has been President
and Chief Executive Officer of Parent since July 1994 and a
Director of Parent since January 1995. Her also serves on the
Board of Directors of Walden Media and Information Technology
Fund, L.P. and VarsityBooks.com Inc.
Ross Hamachek Ross Hamachek, a Director of Purchaser, has been Senior Vice
President and Chief Financial Officer of Parent since March
2000. He joined Parent in August 1999 as a Senior Vice
President Corporate Strategy. For more than five years before
joining Parent, he was Vice President of Planning and
Development for The Washington Post Company.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Andrew Rosen Andrew Rosen, a Director of Purchaser, has been Executive Vice
President and Chief Operating Officer of Parent since February
1998. From 1995 to 1998, he was a Vice President and then
Executive Vice President of Parent.
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- -----------
Exhibit 1 Agreement and Plan of Merger, dated as of June 26,
2000, among Kaplan, Inc., Odyssey Acquisition Corp. and
Quest Education Corporation.
Exhibit 2 Tender and Voting Agreement with Outside Directors &
Certain Stockholders, dated as of June 26, 2000,
between Odyssey Acquisition Corp. and certain outside
directors and stockholders of Quest Education
Corporation.
Exhibit 3 Tender and Option Agreement with Officers & Inside
Directors, dated as of June 26, 2000, between Odyssey
Acquisition Corp. and certain officers and inside
directors of Quest Education Corporation.
