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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
Amendment No. 3
(Final Amendment)
QUEST EDUCATION CORPORATION
(Name of Subject Company (Issuer))
KAPLAN, INC.
and
THE WASHINGTON POST COMPANY
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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$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.
[X]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: $34,340 Filing Party: Kaplan, Inc.
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Form or Registration No.: Schedule TO Date Filed: June 28, 2000
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[_]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.
[X]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: [X]
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This Amendment No. 3 ("Final Amendment") amends and supplements the Tender
Offer Statement on Schedule TO originally filed on June 28, 2000, as amended
by Amendment No. 1 filed on July 19, 2000 and Amendment No. 2 filed on July
25, 2000 (as amended, the "Schedule TO"), relating 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 filed with this Schedule TO as Exhibits (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. Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Offer to Purchase and the
Schedule TO.
This Final Amendment also constitutes Amendment No. 1 to the Schedule 13D
filed with the Commission on July 6, 2000 by Parent, The Washington Post
Company and Purchaser with respect to the Shares (the "Schedule 13D") and
amends and supplements the Schedule 13D.
Items 1 Through 9 And 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and
supplemented to include the following information:
The Offer expired at 12:00 midnight, New York City time, on Wednesday,
July 26, 2000. Pursuant to the Offer, based upon a report from the
Depositary for the Offer, the Purchaser accepted for payment 7,825,346
Shares (including approximately 77,254 shares that are guaranteed to be
delivered). This number represents approximately 97.7% of the outstanding
Shares. On July 27, 2000, Parent issued a press release announcing the
closing of the tender offer and that it expects to complete the Merger of
the Purchaser into the Company shortly.
The full text of Parent's July 27, 2000 press release is attached as Exhibit
(a)(9) hereto and incorporated herein by reference.
Item 12. Exhibits.
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(a)(9) Press Release issued by Parent on July 27, 2000.
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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
-------------------------------------
Name: Jonathan N. Grayer
Title: President and Chief Executive
Officer
KAPLAN, INC.
/s/ Jonathan N. Grayer
-------------------------------------
Name: Jonathan N. Grayer
Title: President and Chief Executive
Officer
THE WASHINGTON POST COMPANY
/s/ Diana M. Daniels
-------------------------------------
Name: Diana M. Daniels
Title: Vice President and General
Counsel
Date: July 27, 2000
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INDEX TO EXHIBITS
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Exhibit
Number Document
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(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)*
(a)(9) Press Release issued by Parent on July 27, 2000.
(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.
* Previously filed.
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