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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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<CAPTION>
Transaction Valuation* Amount of Filing Fee**
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$171,698,399 $34,340
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $18.35, the per share tender offer price, by
9,356,861, the sum of (i) 7,964,283 currently outstanding shares of Common
Stock sought in the Offer and (ii) outstanding options and warrants with
respect to 1,392,578 shares of Common Stock.
** Calculated as 1/50 of 1% of the transaction value.
[_]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: None_________ Filing Party: Not applicable_________
Form or Registration No.: Not Date Filed: Not applicable___________
applicable____________________________
[_]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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This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Odyssey Acquisition Corp., a Delaware corporation ("Purchaser")
and a wholly owned subsidiary of Kaplan, Inc., a Delaware corporation
("Parent"), to purchase all of the outstanding shares of Common Stock, par
value $0.01 per share (the "Shares"), of Quest Education Corporation, a
Delaware corporation (the "Company"), together with the associated rights (the
"Rights") to purchase Series A Junior Participating Preferred Stock, par value
$0.01 per share, issued pursuant to the Preferred Share Purchase Rights Plan
Rights Agreement dated as of May 14, 1999, (as amended from time to time, the
"Rights Agreement"), between the Company and First Union National Bank, at a
purchase price of $18.35 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated June 28, 2000 (the "Offer to Purchase"), and in
the related Letter of Transmittal, copies of which are filed with this
Schedule TO as Exhibits (a)(1) and (a)(2), respectively, which together with
any amendments or supplements thereto, collectively constitute the "Offer."
Parent is a wholly owned subsidiary of The Washington Post Company, a Delaware
corporation. Unless the context otherwise requires, all references to the
Shares shall be deemed to include the associated Rights, and all references to
Rights include the benefits that may inure to holders of the Rights pursuant
to the Rights Agreement. This Schedule TO is being filed on behalf of
Purchaser and Parent.
The information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1
through 9 and 11 of this Schedule TO. The Agreement and Plan of Merger, dated
as of June 26, 2000, among Parent, Purchaser and the Company, a copy of which
is attached as Exhibit (d)(1) hereto is incorporated herein by reference with
respect to Items 5 and 11 of this Schedule TO.
Item 10. Financial Statements Of Certain Bidders.
Not applicable.
Item 12. Material To Be Filed As Exhibits.
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<C> <S>
(a)(1) Offer to Purchase, dated June 28, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Summary Advertisement as published in The Washington Post on June 28,
2000.
(a)(8) Joint Press Release issued by Parent, The Washington Post Company and
the Company on June 27, 2000.(1)
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of June 26, 2000, among Parent,
Purchaser and the Company.
(d)(2) Non-Disclosure Agreement, dated June 5, 2000, between Parent and the
Company.
(d)(3) Tender and Voting Agreement, dated June 26, 2000, between Purchaser and
certain directors and stockholders of the Company.
(d)(4) Tender and Option Agreement, dated June 26, 2000, between Purchaser and
certain executives of the Company.
(g) None.
(h) None.
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(1) Incorporated by reference to Parent's Schedule TO-C, filed June 27, 2000.
Item 13. Information Required By Schedule 13e-3.
Not applicable.
2
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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.
ODYSSEY ACQUISITION CORP.
/s/ Jonathan N. Grayer
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Name:Jonathan N. Grayer
Title:President and Chief Executive
Officer
KAPLAN, INC.
/s/ Jonathan N. Grayer
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Name:Jonathan N. Grayer
Title:President and Chief Executive
Officer
Date: June 28, 2000
3
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Document
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<C> <S>
(a)(1) Offer to Purchase, dated June 28, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Summary Advertisement as published in The Washington Post on June 28,
2000.
(a)(8) Joint Press Release issued by Parent, The Washington Post Company and
the Company on June 27, 2000.(1)
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of June 26, 2000, among Parent,
Purchaser and the Company.
(d)(2) Non-Disclosure Agreement, dated June 5, 2000, between Parent and the
Company.
(d)(3) Tender and Voting Agreement, dated June 26, 2000, between Purchaser
and certain directors and stockholders of the Company.
(d)(4) Tender and Option Agreement, dated June 26, 2000, between Purchaser
and certain executives of the Company.
(g) None.
(h) None.
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(1) Incorporated by reference to Parent's Schedule TO-C, filed June 27, 2000.
4
