SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 9, 1998
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WHITMAN EDUCATION GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
FLORIDA
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(State or Other Jurisdiction of Incorporation)
1-13722 22-2246554
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(Commission File No.) (IRS Employer Identification No.)
4400 Biscayne Boulevard, 6th Floor, Miami, Florida 33137
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(Address of Principal Executive Offices) (Zip Code)
(305) 575-6534
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(Registrant's Telephone Number, Including Area Code)
N / A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On November 9, 1998, Colorado Technical University, Inc., an indirect
wholly-owned subsidiary of the Registrant, entered into a Letter of Intent to
sell its Huron University ("HU") campus in Huron, South Dakota to a newly-formed
entity to be capitalized by HU's existing management and certain investors. In
connection with the proposed transaction, Colorado Technical University would
contribute the operating assets of HU and $500,000 to the purchaser, and the
purchaser would issue Colorado Technical University, Inc. convertible preferred
stock and assume the third party liabilities of HU. Under the terms of the
proposed transaction, the preferred stock would be convertible into common stock
equal to 19.9% of the common equity of HU. The preferred stock would have a
liquidation preference equal to the net value of the assets and cash contributed
by Colorado Technical University. Subject to the conversion right, the preferred
stock would be redeemable by HU for up to 10 years following the transaction for
an amount equal to the liquidation preference.
Completion of the transaction is subject to various conditions,
including the execution of a definitive agreement, the obtaining of adequate
financing by the new ownership group, the obtaining of all necessary state and
other governmental agency approvals, the attaining of independent accreditation
of HU by the North Central Association of Colleges and Schools and HU
independently qualifying for participation in federal Title IV student financial
assistance programs administered by the United States Department of Education.
Subject to the occurrence of these conditions, the parties will seek to close
the transaction in or about June 1999. There can be no assurance, however, that
the parties will execute a definitive agreement on the terms set forth above, or
at all, or that any of the foregoing conditions will be satisfied. Accordingly,
there can be no assurance that the proposed transaction will, in fact, be
consummated.
Except for historical matters contained herein, statements made in this
press release are forward-looking and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that forward-looking statements involve risks and uncertainties,
which may affect the Company's business and prospects, including the risk that
the proposed sale of Huron University may not be consummated. Factors that may
affect future results include certain economic, competitive, regulatory, and
other factors identified herein and in Whitman's filings with the Securities and
Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHITMAN EDUCATION GROUP, INC.
BY: S/S RICHARD C. PFENNIGER, JR.
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RICHARD C. PFENNIGER, JR.
CHIEF EXECUTIVE OFFICER
Date: November 10, 1998
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