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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
---
Career Education Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
common stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
141665 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Charles P. Brissman, Esq. (312/441-6798)
Heller Equity Capital Corporation, 500 W. Monroe St., Suite 1900 Chicago,
Illinois 60661
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 8, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [_]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See (S)240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing 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).
Page 1 of 9 Pages
No Exhibits
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 141665 10 9 PAGE 2 OF 9
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
The Fuji Bank, Limited
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
not applicable
- ------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
not applicable
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF none
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY BY
none
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING none
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
none
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
none
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[X]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
2
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 141665 10 9 PAGE 3 OF 9
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Fuji America Holdings, Inc. (36-4200926)
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
not applicable
- ------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
not applicable
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF none
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
none
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING none
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
none
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
none
- ------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[X]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
2
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 141665 10 9 PAGE 4 OF 9
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Heller Financial, Inc. (36-1208070)
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)
not applicable
- ------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
not applicable
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF none
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY BY
none
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING none
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
none
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
none
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)
CO
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
2
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 141665 10 9 PAGE 5 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Heller Equity Capital Corporation (13-3055750)
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
not applicable
- ------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
not applicable
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 1,560,507
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,560,507
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
None
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,560,507
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- ------------------------------------------------------------------------------
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
2
<PAGE>
- --------------------- -------------------
CUSIP No. 141665 10 9 Page 6 of 9
- --------------------- -------------------
ADDENDUM TO COVER PAGES
-----------------------
This Amendment Number 3 to Schedule 13D (this "Amendment No. 3") is filed
by The Fuji Bank, Limited, a Japanese banking corporation ("Fuji"), Fuji America
Holdings, Inc., a Delaware corporation which is a wholly-owned subsidiary of
Fuji ("FAHI"), Heller Financial, Inc., a Delaware corporation which is a
majority-owned subsidiary of FAHI ("HFI"), and Heller Equity Capital
Corporation, a Delaware corporation which is a wholly-owned subsidiary of HFI
("HECC"). On February 3, 1998, Career Education Corporation, a Delaware
corporation of which HECC was then the majority stockholder (the "Company"),
consummated an initial public offering (the "IPO") of its common stock, par
value $.01 per share (the "Common Stock"). In connection with the consummation
of the IPO, the Company registered the Common Stock under Section 12 of the
Securities Exchange Act 1934, as amended (the "Act"). Consequently, HECC became
the owner of in excess of five percent of a class of equity security (the Common
Stock) registered under Section 12 of the Act. Accordingly, Fuji, FAHI, HFI and
HECC filed a Schedule 13D with respect to the Common Stock (the "Initial
Schedule 13D") electronically with the Securities and Exchange Commission (the
"Commission") on February 23, 1998.
On January 19, 1999, the Company filed with the Commission a Registration
Statement on Form S-1 (registration number 333-70747) for a secondary offering
(the "Secondary Offering") of the Common Stock in which HECC proposed to sell up
to 1,086,937 shares of the Common Stock it then owned. An amendment ("Amendment
No. 1") to the Initial Schedule 13D was filed electronically with the Commission
on January 17, 1999 in connection with the preparation of that registration
statement. The registration statement was declared effective by the Commission
on March 17, 1999. The Company completed the Secondary Offering on March 23,
1999, with HECC selling 987,937 shares of Common Stock. An amendment ("Amendment
No. 2") to the Initial Schedule 13D (as amended by Amendment No. 1) was filed
electronically with the Commission on March 30, 1999 reflecting that change in
HECC's beneficial ownership.
On December 8, 1999, HECC awarded 1,500 shares of the Common Stock it
beneficially owns to one of its officers, Renee M. Rempe, as incentive
compensation. The award reduced from 1,562,007 to 1,560,507 the number of shares
of Common Stock beneficially owned by HECC. This Amendment No. 3 is filed
principally to report that change in beneficial ownership.
As was the case with the Initial Schedule 13D, Amendment No. 1 and
Amendment No. 2, Fuji, FAHI and HFI join HECC in filing this Amendment No. 3
solely because of their status as indirect parent companies (in the cases of
Fuji and FAHI) and direct parent company (in the case of HFI) of HECC. Fuji,
FAHI and HFI declare that the filing of this Amendment No. 3 is not an admission
by Fuji, FAHI or HFI that it is the beneficial owner of any of the Company's
securities for purposes of Sections 13(d) or 13(g) of the Act, and Fuji, FAHI
and HFI expressly disclaim beneficial ownership of any of the Company's
securities.
<PAGE>
- ---------------------- ---------------
CUSIP No. 141665 10 9 13D Page 7 of 9
- ---------------------- ---------------
Item 1. Security and Issuer
-------------------
Item 1 is not amended or supplemented.
Item 2. Identity and Background
-----------------------
Item 2 is not amended or supplemented.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is not amended or supplemented.
Item 4. Purpose of Transaction
----------------------
Item 4 is not amended or supplemented.
Item 5. Interest in Securities of the Issuer
------------------------------------
Subparagraphs (a), (b) and (c) of Item 5 are amended to read in
their entirety as follows:
(a) According to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1999, the Company had
7,837,775 outstanding shares of Common Stock on October 28, 1999.
HECC beneficially owns 1,560,507 shares of Common Stock, or 19.9%
of the outstanding Common Stock.
(b) HECC has the sole power to vote or to direct the vote
of, and the sole power to dispose of or to direct the disposition
of, 1,560,507 shares of Common Stock.
(c) On December 8, 1999, HECC awarded 1,500 shares of the
Common Stock it beneficially owns to Ms. Rempe as incentive
compensation. The closing sale price for the Common Stock
reported on that date was $32.00 per share; however, Ms. Rempe
did not pay, and HECC did not receive, any monetary consideration
for the award. The award reduced from 1,562,007 to 1,560,507 the
number of shares of Common Stock beneficially owned by HECC.
Except for this award, none of Fuji, FAHI, HFI and HECC has
effected any transactions in the Common Stock during the past 60
days.
<PAGE>
- --------------------- -----------
CUSIP No. 141665 10 9 13D Page 8 of 9
- --------------------- -----------
Item 6. Contracts, Arrangements, Understandings or Relationship
With Respect to Securities of the Issuer
-------------------------------------------------------
Item 6 is supplemented by adding at the end thereof the following
paragraph:
On September 30, 1999, Mr. Pesch resigned as an officer of HECC
to become the Company's chief financial officer. He continues as
a director of the Company. Mr. Lally continues to serve as
HECC's designated director under the Board Representation
Agreement.
Item 7. Material to be Filed as Exhibits
--------------------------------
Item 7 is not amended or supplemented.
[signature page follows]
<PAGE>
- ----------------------- 13D -------------------
CUSIP No. 141665 10 9 Page 9 of 9
- ----------------------- -------------------
SIGNATURES
----------
After reasonable inquiry, and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
January 7, 2000 THE FUJI BANK, LIMITED
By: ______________________________________
Debra H. Snider
Attorney-in-Fact (under Power of Attorney
filed as Exhibit 5 to the Initial Schedule 13D)
FUJI AMERICA HOLDINGS, INC.
By: ______________________________________
Debra H. Snider
Secretary
HELLER FINANCIAL, INC.
By: ______________________________________
Debra H. Snider
Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary
HELLER EQUITY CAPITAL CORPORATION
By: ______________________________________
Thomas B. Lally
President
