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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EDUCATION MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1119571
(State of incorporation or organization) (I.R.S. employer
identification no.)
300 SIXTH AVENUE
PITTSBURGH, PENNSYLVANIA 15222
(Address of principal executive offices) (Zip code)
If this form relates to If this form relates to the
the registration of a registration of a class of
class of debt securities debt securities and is to
and is effective upon become effective
filing pursuant to simultaneously with the
General Instruction effectiveness of a
A(c)(1) please check the concurrent registration
following box. statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
_______________________________ _____________________________
_______________________________ _____________________________
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of class)
PREFERRED SHARE PURCHASE RIGHTS
(Title of class)
Page 1 of 4 pages.
Exhibit Index appears on page 4.<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 2. Exhibits.
The following exhibits are incorporated by reference as part
of this Registration Statement.
EXHIBIT DESCRIPTION
________ ___________
1 Specimen of Certificate for the Common Stock, $.01
par value, of Education Management Corporation
(incorporated by reference from Exhibit 4.01 to
the S-1 Registration Statement, filed with
Amendment No. 3 thereto on October 28, 1996)
2 Amended and Restated Articles of Incorporation of
Education Management Corporation (incorporated by
reference from Exhibit 3.01(b) to the S-1
Registration Statement)
3 Restated By-Laws of Education Management
Corporation (incorporated by reference from
Exhibit 3.02(b) to the S-1 Registration Statement)
4 Form of Rights Agreement, dated August ___, 1996,
between Education Management Corporation and
[Trust Company] (incorporated by reference from
Exhibit 4.04 to the S-1 Registration Statement)
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Education Management Corporation
By:_______________________________
Name: William M. Webster IV
Title: Executive Vice President
Date: October ___, 1996
3
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EXHIBIT INDEX
EXHIBIT DESCRIPTION METHOD OF FILING
1 Specimen of Certificate for the Incorporated by
Common Stock, $.01 par value, of reference from
Education Management Corporation Exhibit 4.01 to
the S-1
Registration
Statement, filed
with Amendment
No. 3 thereto on
October 28, 1996
2 Amended and Restated Articles of Incorporated by
Incorporation of Education reference from
Management Corporation Exhibit 3.01(b)
to the S-1
Registration
Statement
3 Restated By-Laws of Education Incorporated by
Management Corporation reference from
Exhibit 3.02(b)
to the S-1
Registration
Statement
4 Form of Rights Agreement, dated Incorporated by
August ___, 1996, between Education reference from
Management Corporation and [Trust Exhibit 4.04 to
Company] the S-1
Registration
Statement)
4