SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 2, 1998
Education Management Corporation
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 000-21363 25-1119571
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
300 Sixth Avenue, Pittsburgh, Pennsylvania 15222
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 412-562-0900
Page 1 of 6 pages.
Exhibit Index appears on page 4.
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Item 5. OTHER EVENTS.
On December 2, 1998, Education Management Corporation, a Pennsylvania
corporation (the "Company"), announced that its Board of Directors had
authorized a stock split effected in the form of a stock dividend of one share
of its Common Stock, $.01 par value (the "Common Stock"), on each outstanding
share of Common Stock as of the close of business on December 8, 1998. The
dividend will be distributed on December 29, 1998. A copy of the press release
announcing the stock dividend is attached hereto as Exhibit 99.1 and is hereby
incorporated herein by reference.
Information provided on the Company's Year 2000 issues contained in
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1997, Annual Report on Form 10-K for the fiscal year ended June 30, 1998, and
Quarterly Report on Form 10-Q for the period ended September 30, 1998 are hereby
incorporated by reference herein and designated as "Year 2000 Readiness
Disclosures," as defined in Section 3(9) of the Year 2000 Information and
Readiness Disclosure Act (Public Law 105-271), as enacted on October 19, 1998.
These Year 2000 Readiness Disclosures have been or may in the future be
superseded by the Company's then-most current disclosure regarding Year 2000
issues. As of the date hereof, the Company's most current disclosure regarding
Year 2000 issues is included in the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1998.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release dated December 2, 1998
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SIGNATURE
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.
Education Management Corporation
Date: December 3, 1998 By:/s/ Robert T. McDowell
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Robert T. McDowell
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated December 2, 1998
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Exhibit 99.1
FOR: Education Management Corporation
COMPANY CONTACT:
Robert McDowell
Senior Vice President and Chief Financial Officer
(412) 562-0900
INVESTOR CONTACTS:
Donna Stein/Cindy Reid/Valerie Carmello
Morgen-Walke Associates, Inc.
(212) 850-5600
PRESS CONTACTS:
Richard Dukas/Ann Travers
Morgen-Walke Associates, Inc.
(212) 850-5600
FOR IMMEDIATE RELEASE
EDUCATION MANAGEMENT CORPORATION AUTHORIZES 2-FOR-1 STOCK SPLIT
Pittsburgh, PA, December 2, 1998 - Education Management Corp. (Nasdaq:EDMC)
announced today that its Board of Directors has authorized a 2-for-1 split of
its Common Stock. The split will be effected in the form of a 100 percent stock
dividend, which will be distributed on December 29, 1998 to shareholders of
record at the close of business on December 8, 1998.
Robert Knutson, Chairman and Chief Executive Officer, commented, "EDMC has
continued to produce growth in student enrollments, revenues and earnings and we
remain optimistic about the Company's future. We are pleased to announce this
stock split approximately 2 years after our IPO at $15.00 per share. Our share
price has since tripled. The split allows more individual investors to become
shareholders and may increase liquidity for all of our investors. The Company
will have more than 29 million shares outstanding after the split."
Education Management Corporation is among the largest providers of proprietary
post-secondary education in the United States, based on student enrollments and
revenues. EDMC's schools offer associate's and bachelor's degree programs and
non-degree programs in the areas of design, technology and media arts, culinary
arts, fashion and paralegal studies. The Company has provided career-oriented
education programs for over 35 years, and its schools have graduated more than
100,000 students.
THIS PRESS RELEASE MAY INCLUDE INFORMATION THAT COULD CONSTITUTE FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR
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PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ANY SUCH
FORWARD-LOOKING STATEMENTS MAY INVOLVE RISK AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS ENCOMPASSED WITHIN
THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE THOSE MATTERS DISCLOSED IN THE COMPANY'S SECURITIES AND
EXCHANGE COMMISSION FILINGS.
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