<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-K/A
----------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 1999
Commission file number 000-29820
ARGOSY EDUCATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-2855674
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two First National Plaza, 20 South Clark Street, 3rd Floor, Chicago, Illinois
60603
(Address of principal executive offices)
----------------
Registrant's telephone number, including area code: (312) 899-9900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X]NO [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant, based upon the $4.4375 per share closing sale
price of the registrant's Common Stock on November 23, 1999, was approximately
$6,882,793. For purposes of this calculation, the Registrant's directors and
executive officers have been assumed to be affiliates.
The number of shares outstanding of the registrant's Class A and Class B
Common Stock, par value $.01, as of November 23, 1999 was 6,466,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Notice of Annual Meeting and Proxy Statement for our Annual
Meeting of Stockholders, scheduled to be held on January 28, 2000 are
incorporated by reference into Part III of this Report.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Form 10-K or
incorporated by reference as set forth below:
<TABLE>
<CAPTION>
Page
----
<S> <C>
1 and 2. Financial Statements of Argosy Education Group, Inc. and
subsidiaries
Report of Independent Public Accountants........................... F-1
Consolidated Balance Sheets as of August 31, 1999 and 1998......... F-2
Consolidated Statements of Operations for the years ended August
31, 1999, 1998 and 1997........................................... F-3
Consolidated Statements of Cash Flows for the years ended August
31, 1999, 1998 and 1997........................................... F-4
Consolidated Statements of Shareholders' Equity for the years ended
August 31, 1999, 1998, and 1997................................... F-5
Notes to Consolidated Financial Statements......................... F-6
</TABLE>
<TABLE>
<C> <S>
3. Exhibits:
3.1 Articles of Incorporation of the Company, Incorporated by
Reference to the Company's Registration Statement on Form S-
1.
3.2 By-laws of the Company, Incorporated by Reference to the
Company's Registration Statement on Form S-1.
10.1 Argosy Education Group, Inc. 1999 Stock Incentive Plan,
Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.2 Argosy Education Group, Inc. Employee Stock Discount Purchase
Plan, Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.3 Tax Indemnification Agreement, dated February 10, 1999,
between the Company and Dr. Markovitz, Incorporated by
Reference to the Company's Registration Statement on Form S-
1.
10.4 Term Note of Academic Review, Inc. dated August 27, 1997, in
favor of Northern Trust Company, Incorporated by Reference to
the Company's Registration Statement on Form S-1.
10.5 Real Estate Mortgage and Security Agreement, dated April 30,
1997, among MCM University Plaza, Inc. and Northern Trust
Bank of Florida, N.A., Incorporated by Reference to the
Company's Registration Statement on Form S-1.
10.6 Lease Agreement, dated July 21, 1995, between Park Central
Corp. and U of S, Incorporated by Reference to the Company's
Registration Statement on Form S-1.
10.7 Standard Tenancy Agreement, dated December 10, 1992, between
Lakeside Commons Partners and the Company, as amended by
Lease Amendment, dated March 17, 1994 between Lakeside
Commons Partners and the Company, Incorporated by Reference
to the Company's Registration Statement on Form S-1.
10.8 Tenant Lease, dated June 21, 1995, between CKSS Associates
and the Company, Incorporated by Reference to the Company's
Registration Statement on Form S-1.
</TABLE>
1
<PAGE>
<TABLE>
<C> <S>
10.9 Lease Agreement, dated January 20, 1997, between Reed Union
School District and California Graduate School of Psychology,
Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.10 Lease, dated September 8, 1994, between American National Bank
and Trust Company of Chicago and The Company, as amended by
Amendment to Lease, dated November 28, 1997, between American
National Bank and Trust Company of Chicago and the Company,
Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.11 Lease Agreement, dated July 3, 1996, between Continental Offices
Ltd. and the Company, as amended by First Amendment, to Lease
Agreement, dated July 3, 1996, between Continental Offices Ltd.
and the Company, Incorporated by Reference to the Company's
Registration Statement on Form S-1.
10.12 Office Lease, dated May 28, 1997, between Presson Advisory,
L.L.C. and the Company, Incorporated by Reference to the
Company's Registration Statement on Form S-1.
10.13 Lease, dated May 3, 1997, between Control Data Corporation and
the Company, and amended by Letter Agreement, dated December 8,
1994, Incorporated by Reference to the Company's Registration to
Statement on Form S-1.
10.14 Lease, dated August 1, 1997, between Oneida Realty Company and
the Company, Incorporated by Reference to the Company's
Registration Statement on Form S-1.
10.15 Lease Agreement, dated May 3, 1994, between Arlington Park
Realty Corporation and the Company, Incorporated by Reference to
the Company's Registration Statement on Form S-1.
10.16 Standard Industrial/Commercial Multi-Tenant Lease--Modified Net,
dated November 3, 1995, between the Gordon Family Trust and
AATBS, and addenda and amendments thereto, Incorporated by
Reference to the Company's Registration Statement on Form S-1.
10.17 Lease, dated October 11, 1991, between MEPC American Properties
Incorporated and Medical Institute of Minnesota, Inc. and
amendments thereto, Incorporated by Reference to the Company's
Registration Statement on Form S-1.
10.18 Indenture of Sublease, dated June 9, 1997, between Royal Bank of
Canada and PrimeTech Corporation, Incorporated by Reference to
the Company's Registration Statement on Form S-1.
10.19 Lease, dated March 14, 1997, between Cumberland-Bellair
Investment, Inc. and 1184266 Ontario Inc., Incorporated by
Reference to the Company's Registration Statement on Form S-1.
10.20 Stock Purchase Agreement, dated April 15, 1998, among PrimeTech
Canada Inc., George Schwartz, P.M.T. Holdings Inc. and Michael
Markovitz, Incorporated by Reference to the Company's
Registration Statement on Form S-1.
10.21 Stock Purchase Agreement, dated February 3, 1998, between
Medical Institutes of America, Inc. and Phillip Miller,
Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.22 Agreement to Purchase and Redeem Stock, dated August 26, 1997,
among Ventura, Steven H. Santini and Association for Advanced
Training in the Behavioral Sciences, Incorporated by Reference
to the Company's Registration Statement on Form S-1.
</TABLE>
2
<PAGE>
<TABLE>
<C> <S>
10.23 Agreement to Purchase Assets, dated August 26, 1997, among
Academic Review, Inc., an Illinois corporation, Academic Review,
Inc., a California corporation and Steven H. Santini,
Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.24 Purchase and Sale Agreement, dated August 31, 1998, between
University of Sarasota, Inc. and Michael C. Markovitz,
Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.25 Software License and Service Agreement, dated March 31, 1998,
between SCT Software & Resource Management Corporation and the
Company, Incorporated by Reference to the Company's Registration
Statement on Form S-1.
10.26 Purchase of Services Agreement, dated January 1, 1998, between
Illinois Alternatives, Inc. and the Company, Incorporated by
Reference to the Company's Registration Statement on Form S-1.
10.27 Form of Distribution Loan note, Incorporated by Reference to the
Company's Registration Statement on Form S-1.
10.28 Employment Agreement, dated February 10, 1999, between the
Company and Dr. Markovitz, Incorporated by Reference to the
Company's Registration Statement on Form S-1.
10.29 Indemnification Agreement, dated February 10, 1999, between the
Company and Dr. Markovitz, Incorporated by Reference to the
Company's Registration Statement on Form S-1.
10.30* Management Agreement between Argosy Education Group, Inc. and
John Marshall Law School of Georgia.
23.1 Consent of Arthur Andersen LLP with respect to financial
statements of Argosy Education Group, Inc.
27. Financial data schedule.
</TABLE>
- --------
* Filed previously.
(b) Reports on Form 8-K.
During the last quarter of the period covered by this Form 10-K, the
Company did not file any current reports on Form 8-K.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 18th day of
March, 1999.
ARGOSY EDUCATION GROUP, INC.
/s/ Charles T. Gradowski
By: _________________________________
Charles T. Gradowski
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harold J. O'Donnell President and a Director November 29, 1999
____________________________________
Harold J. O'Donnell
/s/ Michael C. Markovitz Chairman of the Board November 29, 1999
____________________________________
Michael C. Markovitz
/s/ Charles T. Gradowski Chief Financial Officer November 29, 1999
____________________________________ (Principal Financial and
Charles T. Gradowski Accounting Officer)
/s/ Theodore J. Herst Director November 29, 1999
____________________________________
Theodore J. Herst
/s/ Karen M. Knab Director November 29, 1999
____________________________________
Karen M. Knab
/s/ Michael W. Mercer Director November 29, 1999
____________________________________
Michael W. Mercer
/s/ Kalman K. Shiner Director November 29, 1999
____________________________________
Kalman K. Shiner
/s/ Leslie M. Simmons Director November 29, 1999
____________________________________
Leslie M. Simmons
</TABLE>
4
<PAGE>
Exhibit 23.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statements File No.'s 333-77695 and 333-77697.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 15, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
THE BALANCE SHEET, STATEMENT OF OPERATIONS AND CASH FLOWS and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1998
<PERIOD-END> AUG-31-1999
<CASH> 8,980
<SECURITIES> 6,027
<RECEIVABLES> 1,909
<ALLOWANCES> 316
<INVENTORY> 0
<CURRENT-ASSETS> 17,924
<PP&E> 8,232
<DEPRECIATION> 2,615
<TOTAL-ASSETS> 34,319
<CURRENT-LIABILITIES> 5,107
<BONDS> 0
0
0
<COMMON> 69
<OTHER-SE> 25,535
<TOTAL-LIABILITY-AND-EQUITY> 34,319
<SALES> 0
<TOTAL-REVENUES> 36,866
<CGS> 0
<TOTAL-COSTS> 32,361
<OTHER-EXPENSES> 6
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 567
<INCOME-PRETAX> 4,627
<INCOME-TAX> 44
<INCOME-CONTINUING> 4,583
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,583
<EPS-BASIC> .78
<EPS-DILUTED> .78
</TABLE>
