SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WHITMAN EDUCATION GROUP, INC.
-----------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
-----------------------------
(Title of Class of Securities)
966524-10-0
(Cusip Number)
RICHARD C. PFENNIGER, JR., 4400 BISCAYNE BLVD, MIAMI, FL 33137 (305) 575-6000
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 5, 1997
-----------------------------
(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 the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial 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).
(Continued on following page(s))
<PAGE>
- ----------------------------------- -----------------------------
CUSIP NO. 966524-10-0 13D PAGE 2
- ----------------------------------- -----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILLIP FROST, M.D.
SS# ###-##-####
- --------------------------------------------------------------------------------
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFI- ---------------------------------------------------------
CIALLY 8 SHARED VOTING POWER
OWNED BY 5,421,528
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,421,528
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,421,528
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
- ----------------------------------- -----------------------------
CUSIP NO. 966524-10-0 13D PAGE 3
- ----------------------------------- -----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA, LIMITED PARTNERSHIP
IRS I.D. #59-2749083
- --------------------------------------------------------------------------------
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFI- 8 SHARED VOTING POWER
CIALLY 5,421,528
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,421,528
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,421,528
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------------------ ----------------------------
CUSIP NO. 966524-10-0 13D PAGE 4
- ------------------------------------ ----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FROST-NEVADA CORPORATION
IRS I.D. #59-274-9057
- --------------------------------------------------------------------------------
2 Check the appropriate Box if a Member of a Group (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFI- ---------------------------------------------------------
CIALLY 8 SHARED VOTING POWER
OWNED BY 5,421,528
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,421,528
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,421,528
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
Item 1. SECURITY AND ISSUER.
This is Amendment No. 3 to the Schedule 13D previously filed by
Phillip Frost, M.D., Frost-Nevada, Limited Partnership (the "Partnership"), and
Frost-Nevada Corporation (collectively, the "Reporting Persons"), with respect
to Common Stock, no par value (the "Shares") of Whitman Education Group, Inc.
(the "Issuer"). The principal executive officers of the Issuer are located at
4400 Biscayne Boulevard, Miami, Florida, 33137-3227. Information regarding each
of the Reporting Persons is set forth below.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and supplemented as follows:
The aggregate purchase price of Shares of the Issuer purchased by
Phillip Frost, M.D. reported in this Amendment No. 3, including the payment of
commissions, was $517,045.50. Dr. Frost utilized personal funds in making these
purchases and no portion of the consideration used by Dr. Frost in making such
purchases was borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended in its entirety and restated as follows:
AMOUNT OF SHARES PERCENTAGE
NAME BENEFICIALLY OWNED CLASS*
---- ------------------ ----------
Phillip Frost, M.D. 5,421,528** 36.0%
Frost-Nevada Corporation 5,421,528** 36.0%
Frost-Nevada, Limited 5,421,528** 36.0%
Partnership
- ----------------------------
* Based on 12,672,882 Shares outstanding on February 6, 1997, as reported
in the Issuer's Quarterly Report on Form 10-Q for its fiscal quarter
ended December 31, 1996, and assumes the exercise by (i) the Partnership
and Phillip Frost, M.D. of warrants to purchase 850,000 and 1,300,000
Shares, respectively and (ii) Dr. Frost of options to purchase 237,500
Shares. Exercise of these warrants and options are subject to the
restrictions of the New Jersey Shareholders Protection Act.
** These Shares are owned of record by one or more of the Reporting
Persons. As the sole limited partner of the Partnership and the sole
shareholder, a director and an officer of Frost-Nevada Corporation, the
general partner of the Partnership, Dr. Frost may be deemed a beneficial
owner of the Shares. Record ownership of the Shares may be transferred
from time to time among any or all of the Reporting Persons.
Accordingly, solely for purposes of reporting beneficial ownership of
the Shares pursuant to section 13(d) under the Securities Exchange Act
of 1934, as amended, each Reporting Person will be deemed to be the
beneficial owner of Shares held by any other Reporting Person.
The Partnership shares the power to vote or dispose of the Shares
beneficially owned by it with Frost-Nevada Corporation and Dr. Frost.
Frost-Nevada Corporation, in its capacity as the general partner of the
Partnership, has the power to vote or direct the vote of these Shares or to
dispose or direct the disposition of these Shares for the Partnership.
Frost-Nevada Corporation will be deemed the beneficial owner of the Shares owned
by the
Page 5
<PAGE>
Partnership by virtue of this relationship to the Partnership. Dr. Frost, in his
capacity as the sole shareholder, a director and an officer of Frost-Nevada
Corporation, the general partner of the Partnership, will be deemed the
beneficial owner of all Shares owned by the Partnership by virtue of his power
to vote or direct the vote of the Shares or to dispose or direct the disposition
of the Shares owned by the Partnership.
Other than as reported on Exhibit 2 attached hereto, none of the
Reporting Persons has engaged in any transaction involving Shares of the Issuer
during the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is amended and supplemented as follows:
On October 14, 1996, the Issuer granted Dr. Frost options to
purchase 37,500 Shares at $8.625 per Share which expire on October 13, 2006.
These options are subject to the terms and conditions of the Issuer's 1996 Stock
Option Plan and the terms of a Nonqualified Option Agreement between the Issuer
and Dr. Frost. The exercise of the options are also subject to the restrictions
of the New Jersey Shareholders Protection Act.
The description of the Nonqualified Stock Option Agreement
contained herein is not intended to be complete and is qualified in its entirety
by reference to the Agreement which is attached hereto as Exhibit 4 and
incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
2. Description of transactions in the Issuer's Shares by Phillip
Frost, M.D.
3. Power of Attorney granted to Phillip Frost, M.D. by Neil
Flanzraich (incorporated by referenced to Amendment No. 2 to the
Reporting Persons' Statement on Schedule 13D with respect to
Whitman Education Group, Inc., filed with the Securities and
Exchange Commission on June 24, 1996).
4. Nonqualified Stock Option Agreement, dated October 14, 1996,
between Whitman Education Group, Inc. and Phillip Frost, M.D.
Page 6
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
/S/ PHILLIP FROST, M.D.
-------------------------------------
Date: March 12, 1997 Phillip Frost, M.D.
FROST-NEVADA, LIMITED
PARTNERSHIP
*
-------------------------------------
Date: March 12, 1997 Neil Flanzraich
President of Frost-Nevada Corporation,
General Partner
FROST-NEVADA CORPORATION
*
-------------------------------------
Date: March 12, 1997 Neil Flanzraich
President
*By /S/ PHILLIP FROST, M.D.
-----------------------------
Phillip Frost, M.D.
(Attorney-in-fact pursuant
to Power of Attorney)
Page 7
EXHIBIT 1
EXHIBIT 1
The undersigned hereby agree that this Amendment to the Schedule 13D
filed by us with respect to the Common Stock of Whitman Education Group, Inc. is
filed on behalf of each of us.
/S/ PHILLIP FROST, M.D.
-------------------------------------
Date: March 12, 1997 Phillip Frost, M.D.
FROST-NEVADA, LIMITED
PARTNERSHIP
*
-------------------------------------
Date: March 12, 1997 Neil Flanzraich
President of Frost-Nevada Corporation,
General Partner
FROST-NEVADA CORPORATION
*
-------------------------------------
Date: March 12, 1997 Neil Flanzraich
President
*By /S/ PHILLIP FROST, M.D.
---------------------------------
Phillip Frost, M.D.
(Attorney-in-fact pursuant
to Power of Attorney)
EXHIBIT 2
EXHIBIT 2
Set forth below is a summary of acquisitions of beneficial ownership in
the Shares of the Issuer by Phillip Frost, M.D., effected from June 19, 1996
through the date of this Amendment No. 3.
NUMBER OF SHARES PRICE PER TYPE OF
DATE ACQUIRED SHARE TRANSACTION
- ---- ---------------- --------- -----------
12/2/96 75,000 5.50 Open Market Transaction
1/28/97 10,000 5.375 Open Market Transaction
2/11/97 3,000 4.875 Open Market Transaction
2/12/97 2,000 4.75 Open Market Transaction
3/5/97 4,400 5.00 Open Market Transaction
EXHIBIT 4
WHITMAN EDUCATION GROUP, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
(NON-EMPLOYEE)
1. GRANT OF OPTION.
In accordance with and subject to the terms and conditions of (a)
the Whitman Education Group, Inc. 1996 Stock Option Plan, as it may be amended
from time to time (the "Plan"), and (b) this Nonqualified Stock Option Agreement
(the "Agreement"), Whitman Education Group, Inc., a New Jersey corporation (the
"Company"), grants to the optionee identified on Schedule 1 attached hereto (the
"Optionee") a nonqualified stock option (the "Option") to purchase the number of
shares (the "Shares") of its Common Stock, no par value, set forth on Schedule
1, at the option price set forth in Schedule 1.
2. ACCEPTANCE BY OPTIONEE.
The exercise of the Option or any portion thereof is conditioned
upon acceptance by the Optionee of the terms and conditions of this Agreement,
as evidenced by the Optionee's execution of Schedule 1 to this Agreement and the
delivery of an executed copy of Schedule 1 to the Company.
3. VESTING OF OPTION.
The Option shall become exercisable in accordance with the
vesting schedule set forth in Schedule 1. In the event that the Optionee's
employment with the Company or its subsidiaries is terminated prior to the date
on which the option or any portion thereof becomes vested, the non-vested
portion of the Option will be void, and will not become exercisable by the
Optionee.
4. EXPIRATION OF OPTION.
The Option shall expire on the date set forth in Schedule 1, and
may not be exercised after such date.
5. PROCEDURE FOR EXERCISE.
The Option may be exercised for the number of Shares specified in
a written notice delivered to the Company at least ten days prior to the date on
which purchase is requested, accompanied by full payment in cash or check, in
the manner and subject to the terms and conditions set forth in the Plan.
Notwithstanding the foregoing, the Option may not be exercised as to less than
ten Shares at any time, or, if less than ten Shares, the number of Shares
subject to the Option. If any applicable law requires the Company to take any
action with respect to the Shares specified in such notice, or if any action
remains to be taken under the Articles of Incorporation or Bylaws of the Company
to effect due issuance of the Shares, then the Company shall take such action
and the day for delivery of such Shares shall be extended for the period
necessary to take such action. Neither the Optionee nor any other person
entitled to exercise the Option shall be, or have any rights or privileges of, a
shareholder of the Company in respect of any of the Shares issuable upon
exercise of the Option, unless and until the Shares are issued to the Optionee.
<PAGE>
6. NO RIGHT TO EMPLOYMENT.
The issuance of the Option or any Shares pursuant to the Option
shall not give the Optionee any right to be employed or retained in the employ
of the Company nor shall it affect the right of the Company to discharge or
discipline the Optionee or the right of the Optionee to terminate his or her
employment.
7. REPRESENTATIONS AS TO PURCHASE OF SHARES.
As a condition of the Company's obligation to issue Shares upon
exercise of the Option, if requested by the Company, the Optionee shall,
concurrently with the delivery of the stock certificate representing the Shares
so purchased, give such written assurances to the Company, in the form and
substance that its counsel reasonably requests, to the effect that the Optionee
is acquiring the Shares for investment and without any present intention of
reselling or redistributing the same in violation of any applicable law. In the
event that the Company elects to register the Shares under the Securities Act of
1933 and any applicable state laws, the issuance of such Shares shall not be
subject to the restrictions contained in this paragraph 7.
8. COMPLIANCE WITH APPLICABLE LAW.
The issuance of the Shares pursuant to the exercise of this
Option is subject to compliance with all applicable laws, including without
limitation laws governing withholding from employees and nonresident aliens for
income tax purposes.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
as of the Date of Grant set forth in Schedule 1.
WHITMAN EDUCATION GROUP, INC.
By: /s/ Randy S. Proto
------------------------------
Randy S. Proto, President
2
<PAGE>
SCHEDULE 1
NONQUALIFIED STOCK OPTION AGREEMENT
(NON-EMPLOYEE)
Name of Optionee: Phillip Frost, M.D.
Number of Shares: 37,500
Option Price Per Share: $8.625
Date of Grant: October 14, 1996
Expiration Date: October 13, 2006
Vesting Schedule: Fully vested as of the Date of Grant.
The undersigned agrees to the terms and conditions of the Nonqualified
Stock Option Agreement of which this Schedule 1 is a part, and acknowledges
receipt of the prospectus relating to the Plan and of the Company's most recent
annual report to shareholders.
Date Accepted: 12/16/96 /s/ Phillip Frost
------------------------------------
Optionee
4400 BISCAYNE BOULEVARD
------------------------------------
(Address)
MIAMI FLORIDA 33137
---------------------------------------
(City) (State) (Zip Code)
Social Security No. ###-##-####
3
